Exelon
Annual Report 2023

Plain-text annual report

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, 2023 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 COMMONWEALTH EDISON COMPANY (an Illinois corporation) 10 South Dearborn Street Chicago, Illinois 60603-2300 (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 20068-0001 (202) 872-2000 POTOMAC ELECTRIC POWER COMPANY (a District of Columbia and Virginia corporation) 701 Ninth Street, N.W. Washington, District of Columbia 20068-0001 (202) 872-2000 DELMARVA POWER & LIGHT COMPANY (a Delaware and Virginia corporation) 500 North Wakefield Drive Newark, Delaware 19702-5440 (202) 872-2000 ATLANTIC CITY ELECTRIC COMPANY (a New Jersey corporation) 500 North Wakefield Drive Newark, Delaware 19702-5440 (202) 872-2000 23-2990190 36-0938600 23-0970240 52-0280210 52-2297449 53-0127880 51-0084283 21-0398280 Commission File Number 001-16169 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 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 EXC/28 The Nasdaq Stock Market LLC 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 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 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 ☐ Yes ☐ Yes x Yes x Yes ☐ Yes ☐ Yes ☐ Yes ☐ Yes ☐ Yes ☐ Yes ☐ Yes ☐ Yes ☐ Yes ☐ Yes ☐ Yes ☐ No x No x No ☐ 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 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 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 Large Accelerated Filer ☐ Large Accelerated Filer ☐ Large Accelerated Filer ☐ Large Accelerated Filer ☐ Large Accelerated Filer ☐ Large Accelerated Filer ☐ Large Accelerated Filer ☐ Accelerated Filer ☐ Accelerated Filer ☐ Accelerated Filer ☐ Accelerated Filer ☐ Accelerated Filer ☐ Accelerated Filer ☐ Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☐ Non-accelerated Filer x Non-accelerated Filer x Smaller Reporting Company ☐ Smaller Reporting Company ☐ Smaller Reporting Company ☐ Emerging Growth Company ☐ Emerging Growth Company ☐ Emerging Growth Company ☐ Non-accelerated Filer x Non-accelerated Filer x Non-accelerated Filer x Non-accelerated Filer x Non-accelerated Filer x 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 ☐ 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. o 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 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ 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, 2023 was as follows: Exelon Corporation Common Stock, without par value 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, 2024 was as follows: Exelon Corporation Common Stock, without par value 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 $40,536,144,047 No established market None None Not applicable None None None 999,538,542 127,021,399 170,478,507 1,000 Not applicable 100 1,000 8,546,017 Portions of the Exelon Proxy Statement for the 2023 Annual Meeting of Shareholders and the Commonwealth Edison Company 2023 Information Statement are incorporated by reference in Part III. 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. Documents Incorporated by Reference GLOSSARY OF TERMS AND ABBREVIATIONS FILING FORMAT CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION WHERE TO FIND MORE INFORMATION TABLE OF CONTENTS Page No. PART I ITEM 1. ITEM 1A. ITEM 1B. ITEM 1C. ITEM 2. ITEM 3. ITEM 4. PART II ITEM 5. ITEM 6. ITEM 7. BUSINESS General Utility Operations Exelon's Strategy and Outlook Employees Environmental Matters and Regulation Executive Officers of the Registrants RISK FACTORS UNRESOLVED STAFF COMMENTS CYBERSECURITY PROPERTIES LEGAL PROCEEDINGS MINE SAFETY DISCLOSURES MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES [RESERVED] MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exelon Corporation Executive Overview Financial Results of Operations Significant 2023 Transactions and Recent Developments Other Key Business Drivers and Management Strategies Critical Accounting Policies and Estimates Results of Operations 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 ITEM 7A. ITEM 8. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Exelon Corporation Consolidated Statements of Operations and Comprehensive Income 1 5 5 5 6 6 7 10 11 13 18 20 31 31 33 34 34 35 39 40 40 40 40 42 45 47 55 55 58 62 65 66 69 73 75 91 93 117 Consolidated Statements of Cash Flows Consolidated Balance Sheets Consolidated Statements of Changes in Shareholders' Equity Commonwealth Edison Company Consolidated Statements of Operations and Comprehensive Income Consolidated Statements of Cash Flows Consolidated Balance Sheets Consolidated Statements of Changes in Shareholders' Equity PECO Energy Company Consolidated Statements of Operations and Comprehensive Income Consolidated Statements of Cash Flows Consolidated Balance Sheets Consolidated Statements of Changes in Shareholder's Equity Baltimore Gas and Electric Company Statements of Operations and Comprehensive Income Statements of Cash Flows Balance Sheets Statements of Changes in Shareholder's Equity Pepco Holdings LLC Consolidated Statements of Operations and Comprehensive Income Consolidated Statements of Cash Flows Consolidated Balance Sheets Consolidated Statements of Changes in Member's Equity Potomac Electric Power Company Statements of Operations and Comprehensive Income Statements of Cash Flows Balance Sheets Statements of Changes in Shareholder's Equity Delmarva Power & Light Company Statements of Operations and Comprehensive Income Statements of Cash Flows Balance Sheets Statements of Changes in Shareholder's Equity Atlantic City Electric Company Consolidated Statements of Operations and Comprehensive Income Consolidated Statements of Cash Flows Consolidated Balance Sheets Consolidated Statements of Changes in Shareholder's Equity Combined Notes to Consolidated Financial Statements 1. Significant Accounting Policies 2. Discontinued Operations Page No. 118 119 121 122 123 124 126 127 128 129 131 132 133 134 136 137 138 139 141 142 143 144 146 147 148 149 151 152 153 154 156 157 164 3. Regulatory Matters 4. Revenue from Contracts with Customers 5. Segment Information 6. Accounts Receivable 7. Property, Plant, and Equipment 8. Jointly Owned Electric Utility Plant 9. Asset Retirement Obligations 10. Leases 11. Asset Impairments 12. Intangible Assets 13. Income Taxes 14. Retirement Benefits 15. Derivative Financial Instruments 16. Debt and Credit Agreements 17. Fair Value of Financial Assets and Liabilities 18. Commitments and Contingencies 19. Shareholders' Equity 20. Stock-Based Compensation Plans 21. Changes in Accumulated Other Comprehensive Income (Loss) 22. Supplemental Financial Information 23. Related Party Transactions ITEM 9. ITEM 9A. ITEM 9B. ITEM 9C. PART III ITEM 10. ITEM 11. ITEM 12. ITEM 13. ITEM 14. PART IV ITEM 15. ITEM 16. SIGNATURES CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES OTHER INFORMATION DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 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 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. 167 189 191 198 200 202 203 203 209 209 211 218 230 234 242 249 258 259 263 264 269 272 272 272 272 273 274 275 276 277 278 322 323 323 324 325 326 327 328 329 330 Table of Contents Exelon Corporation and Related Entities Exelon ComEd PECO BGE Pepco Holdings or PHI Pepco DPL ACE Registrants Utility Registrants Legacy PHI BSC EEDC Exelon Corporate Exelon Enterprises Exelon InQB8R PCI PEC L.P. PECO Trust III PECO Trust IV Pepco Energy Services or PES PHI Corporate PHISCO UII Former Related Entities Constellation Generation or CEG CENG GLOSSARY OF TERMS AND ABBREVIATIONS Exelon Corporation 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, 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 Exelon Business Services Company, LLC Exelon Energy Delivery Company, LLC Exelon in its corporate capacity as a holding company Exelon Enterprises Company, LLC Exelon InQB8R, 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 Unicom Investments, Inc. Constellation Energy Corporation Constellation Energy Generation, LLC (formerly Exelon Generation Company, LLC, a subsidiary of Exelon as of December 31, 2021 prior to separation on February 1, 2022) Constellation Energy Nuclear Group, LLC 1 Table of Contents Other Terms and Abbreviations 2022 Form 10-K ABO AECs AFUDC AMI AOCI ARO ATM ARP BGS BSA CBAs CEJA CERCLA CIP Clean Air Act Clean Water Act CMC CODMs Conectiv DC PLUG DCPSC DEPSC DOEE DPA DPP EIMA EPA ERCOT ERISA EROA ERP ETAC FEJA FERC GAAP GCR GDP GHG GSA GWhs ICC GLOSSARY OF TERMS AND ABBREVIATIONS The Registrants' Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 14, 2023 Accumulated Benefit Obligation Alternative Energy Credits that are issued for each megawatt hour of generation from a qualified alternative energy source Allowance for Funds Used During Construction Advanced Metering Infrastructure Accumulated Other Comprehensive Income (Loss) Asset Retirement Obligation At the market Alternative Revenue Program Basic Generation Service Bill Stabilization Adjustment Collective Bargaining Agreements Climate and Equitable Jobs Act; Illinois Public Act 102-0662 signed into law on September 15, 2021 Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended Conservation Incentive Program Clean Air Act of 1963, as amended Federal Water Pollution Control Amendments of 1972, as amended Carbon Mitigation Credit Chief Operating Decision Makers 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 Delaware Public Service Commission Department of Energy & Environment Deferred Prosecution Agreement Deferred Purchase Price 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 Energy Transition Assistance Charge Illinois Public Act 99-0906 or Future Energy Jobs Act Federal Energy Regulatory Commission Generally Accepted Accounting Principles in the United States Gas Cost Rate Gross Domestic Product Greenhouse Gas Generation Supply Adjustment Gigawatt hours Illinois Commerce Commission 2 Table of Contents Other Terms and Abbreviations IIJA IIP Illinois Settlement Legislation IPA IRA IRC IRS ISOs LNG LTIP LTRRPP MDPSC MGP mmcf MMG MRP MRV MW MWh N/A NAV NDT NERC NJBPU NPDES NPNS NPS NRD OCI OPEB PAPUC PCBs PGC PJM PJM Tariff POLR PPA PP&E PRPs PSEG RCRA REC Regulatory Agreement Units RES RFP GLOSSARY OF TERMS AND ABBREVIATIONS Infrastructure Investment and Jobs Act Infrastructure Investment Program Legislation enacted in 2007 affecting electric utilities in Illinois Illinois Power Agency Inflation Reduction Act Internal Revenue Code Internal Revenue Service Independent System Operators Liquefied Natural Gas Long-Term Incentive Plan Long-Term Renewable Resources Procurement Plan Maryland Public Service Commission Manufactured Gas Plant Million Cubic Feet Middle Mile Grant Multi-Year Rate Plan Market-Related Value Megawatt Megawatt hour Not applicable Net Asset Value Nuclear Decommissioning Trust North American Electric Reliability Corporation New Jersey Board of Public Utilities National Pollutant Discharge Elimination System Normal Purchase Normal Sale scope exception National Park Service Natural Resources Damages Other Comprehensive Income Other Postretirement Employee Benefits Pennsylvania Public Utility Commission Polychlorinated Biphenyls Purchased Gas Cost Clause PJM Interconnection, LLC PJM Open Access Transmission Tariff Provider of Last Resort Purchase Power Agreement Property, Plant, and Equipment Potentially Responsible Parties Public Service Enterprise Group Incorporated 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 regulatory agreements with the ICC and PAPUC Retail Electric Suppliers Request for Proposal 3 Table of Contents Other Terms and Abbreviations Rider RGGI ROE ROU RPS RTEP RTO S&P SEC SOA SOFR SOS SSA STRIDE TCJA Transition Bonds USAO ZEC GLOSSARY OF TERMS AND ABBREVIATIONS Reconcilable Surcharge Recovery Mechanism Regional Greenhouse Gas Initiative 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 Society of Actuaries Secured Overnight Financing Rate Standard Offer Service Social Security Administration Maryland Strategic Infrastructure Development and Enhancement Program Tax Cuts and Jobs Act Transition Bonds issued by Atlantic City Electric Transition Funding LLC United States Attorney's Office for the Northern District of Illinois Zero Emission Credit 4 Table of Contents FILING FORMAT This combined Annual Report on Form 10-K is being filed separately by Exelon Corporation, 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 federal securities laws that are subject to risks and uncertainties. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” "should," 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 18, Commitments and Contingencies, and (d) other factors discussed in filings with the SEC by the Registrants. Investors 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 free of charge at 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 5 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 energy transmission and distribution businesses through ComEd, PECO, BGE, Pepco, DPL, and ACE. On February 21, 2021, Exelon’s Board of Directors approved a plan to separate the Utility Registrants and Generation. The separation was completed on February 1, 2022, creating two publicly traded companies, Exelon and Constellation. See Note 2 – Discontinued Operations of the Combined Notes to Consolidated Financial Statements for additional information. Name of Registrant Commonwealth Edison Company PECO Energy Company Baltimore Gas and Electric Company Purchase and regulated retail sale of electricity Transmission and distribution of electricity to retail customers Business Northern Illinois, including the City of Chicago Service Territories Purchase and regulated retail sale of electricity and natural gas Transmission and distribution of electricity and distribution of natural gas to retail customers Southeastern Pennsylvania, including the City of Philadelphia (electricity) Pennsylvania counties surrounding the City of Philadelphia (natural gas) Purchase and regulated retail sale of electricity and natural gas Transmission and distribution of electricity and distribution of natural gas to retail customers Central Maryland, including the City of Baltimore (electricity and natural gas) Pepco Holdings LLC Utility services holding company engaged, through its reportable segments: Pepco, DPL, and ACE Service Territories of Pepco, DPL, and ACE Potomac Electric Power Company Purchase and regulated retail sale of electricity District of Columbia and Major portions of Montgomery and Prince George’s Delmarva Power & Light Company Atlantic City Electric Company Business Services 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 Portions of Delaware and Maryland (electricity) Portions of New Castle County, Delaware (natural gas) Purchase and regulated retail sale of electricity Transmission and distribution of electricity to retail customers Portions of Southern New Jersey Counties, Maryland Through its business services subsidiary, BSC, Exelon provides its subsidiaries with a variety of support services at cost, including legal, human resources, finance, 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, finance, engineering, customer operations, transmission and distribution planning, asset management, system operations, and power procurement, to PHI operating Registrants. 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. 6 Table of Contents Utility Registrants 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, 2023: ComEd PECO BGE Pepco DPL ACE Service Territories (in square miles) Electric Natural Gas (a) Total Service Territory Population (in millions) Electric Natural Gas (b) Total Main City Main City Population Number of Customers (in millions) Electric Natural Gas (c) Total 11,450 N/A 11,450 1,900 1,900 2,100 Chicago 9.2 N/A 9.2 2.6 4.1 N/A 4.1 Philadelphia 4.1 2.5 4.1 1.6 1.7 0.6 1.7 2,300 3,050 3,250 3.0 2.9 3.2 0.6 1.3 0.7 1.3 Baltimore 650 N/A 650 2.4 N/A 2.4 District of Columbia Wilmington 0.7 0.9 N/A 0.9 5,400 250 5,400 1.5 0.6 1.5 0.1 0.6 0.1 0.6 2,700 N/A 2,700 Atlantic City 1.2 N/A 1.2 0.1 0.6 N/A 0.6 ___________ (a) The number of total service territory square miles counts once only a square mile that includes both electric and natural gas services, and thus does not represent the combined total square mileage of electric and natural gas service territories. (b) The total service territory population counts once only an individual who lives in a region that includes both electric and natural gas services, and thus does not represent the combined total population of electric and natural gas service territories. (c) The number of total customers counts once only a customer who is both an electric and a natural gas customer, and thus does not represent the combined total of electric customers and natural gas customers. 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. The current ComEd Franchise Agreement with the City of Chicago (the City) has been in force since 1992. The Franchise Agreement became terminable on one year notice as of December 31, 2020. It now continues in effect indefinitely unless and until either party issues a notice of termination, effective one year later, or it is replaced by mutual agreement with a new franchise agreement between ComEd and the City. If either party terminates and no new agreement is reached between the parties, the parties could continue with ComEd providing electric services within the City with no franchise agreement in place. The City also has an option to terminate and purchase the ComEd system (“municipalize”), which also requires one year notice. Neither party has issued a notice of termination at this time, the City has not exercised its municipalization option, and no new agreement has become effective. ComEd is in the process of pursuing a new agreement with the City. While Exelon and ComEd cannot predict the ultimate outcome, fundamental changes in the agreement or other adverse actions affecting ComEd’s business in the City would require changes in their business planning models 7 Table of Contents and operations and could have a material adverse impact on Exelon’s and ComEd’s consolidated financial statements. If the City were to disconnect from the ComEd system, ComEd would seek full compensation for the business and its associated property taken by the City, as well as for all damages resulting to ComEd and its system. ComEd would also seek appropriate compensation for stranded costs with FERC. 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 DEPSC/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. The U.S. Department of Homeland Security (Transportation Security Administration) provided new security directives in 2021 that regulate cyber risks for certain gas distribution operators. 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. 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, DPL Maryland, and ACE 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, DPL Maryland's, and ACE's electric distribution revenues and BGE's natural gas distribution revenues are not materially impacted by delivery volumes. PECO's and DPL Delaware's electric distribution revenues and natural gas 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. On September 15, 2021, Illinois passed CEJA, which contains requirements for ComEd to transition away from the performance-based rate formula by the end of 2022 and would allow for the submission of either a general rate or multi-year rate plan. On February 3, 2022, the ICC approved a tariff that establishes the process under which ComEd will reconcile its 2022 and 2023 rate year revenue requirements with actual costs. ComEd's electric distribution costs are currently recovered through a multi-year rate plan with case proceedings as filed with the ICC. PECO's and DPL's electric and gas distribution costs and ACE's electric distribution costs have generally been recovered through rate case proceedings, with PECO utilizing a fully projected future test year while DPL and ACE utilize a historical test year. BGE’s electric and gas distribution costs and Pepco’s and DPL Maryland's electric distribution costs are currently recovered through multi-year rate case proceedings, as the MDPSC and the DCPSC allow utilities to file multi-year rate plans. In certain instances, the Utility Registrants use specific recovery mechanisms 8 Table of Contents as approved by their respective regulatory agencies. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. ComEd, Pepco, DPL and ACE customers have the choice to purchase electricity, and PECO and BGE customers have the choice to purchase electricity and natural gas from competitive electric generation and natural gas suppliers. DPL customers, with the exception of certain commercial and industrial customers, do not have the choice to purchase natural gas from competitive 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, BGE, and DPL 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 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 from customers without mark-up or with a slight mark-up and therefore record the amounts in Operating revenues and Purchased power and fuel expense. As a result, fluctuations in electricity or natural gas sales and procurement costs have no significant 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 Exelon does not generate the electricity it delivers. The Utility Registrants' electric supply for its customers is primarily procured through contracts as directed by their respective state laws and regulatory commission actions. The Utility Registrants procure electricity supply from various approved bidders or from purchases on the PJM operated markets. PECO's, BGE’s, and DPL's natural gas supplies are purchased from a number of suppliers for terms that currently do not exceed three years. PECO, BGE, and DPL each have annual firm transportation contracts of 445,000 mmcf, 268,000 mmcf, and 44,000 mmcf, respectively, for delivery of gas. To supplement gas transportation and 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 27%, 42%, and 33% of PECO's, BGE’s, and DPL's 2023-2024 heating season pipeline capacity, 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. 9 Table of Contents 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, with limited exceptions, earns a return on its energy efficiency costs through a regulatory asset. ACE earns a return on most of its energy efficiency and demand response program costs through a regulatory asset. Historically, BGE, Pepco Maryland, and DPL Maryland deferred most of their energy efficiency program costs to a regulatory asset and either deferred most of their demand response program costs to a regulatory asset or capitalized them. Beginning in 2024, BGE, Pepco, and DPL will begin deferring less energy efficiency and demand response program costs to a regulatory asset. 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 2024 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 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-access basis using the transmission facilities of the PJM transmission owners. The Utility Registrants' transmission rates are based on a FERC approved formula and established on an annual basis as shown below: ComEd PECO BGE Pepco DPL ACE Exelon’s Strategy and Outlook Approval Date January 2008 December 2019 April 2006 April 2006 April 2006 April 2006 Following the separation on February 1, 2022, Exelon is now a transmission and distribution company, focused on delivering electricity and natural gas service to our customers and communities. Exelon's 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 clean energy 10 Table of Contents policies including those that advance our jurisdictions' clean energy targets, and continued commitment to corporate responsibility. Exelon’s strategy is to improve reliability and operations, enhance the customer experience, and advance clean and affordable energy choices, while ensuring ratemaking mechanisms provide the utilities fair financial returns. The jurisdictions in which Exelon has operations have set some of the nation's leading clean energy targets and our strategy is to enable that future for all our stakeholders. The Utility Registrants invest in rate base that supports service to our customers and the community, including investments that sustain and improve reliability and resiliency and that enhance the service experience of our customers. The Utility Registrants make these investments prudently at a 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. Management continually evaluates growth opportunities aligned with Exelon’s businesses, assets, and markets, leveraging Exelon’s expertise in those areas and offering sustainable returns. The Utility Registrants anticipate investing approximately $35 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 $19 billion by the end of 2027. These investments provide greater reliability, improved service for our customers, increased capacity to accommodate new technologies and support a cleaner grid, and a stable return for the company. In August 2021, Exelon announced a Path to Clean goal to collectively reduce its operations-driven GHG emissions 50% by 2030 against a 2015 baseline and to reach net zero operations-driven GHG emissions by 2050, while supporting customers and communities in achieving their GHG reduction goals (Path to Clean). Exelon's quantitative goals include its Scope 1 and 2 GHG emissions, with the exception of Scope 2 emissions associated with system losses of electric power delivered to customers ("line losses"), and build upon Exelon's long-standing commitment to reducing our GHG emissions. Exelon's Path to Clean efforts extend beyond these quantitative goals to include efforts such as customer energy efficiency programs, which support reductions in customers' direct emissions and have the potential to reduce Exelon's Scope 3 emissions and Scope 2 line losses as well. See ITEM 1. BUSINESS — Environmental Matters and Regulation — Climate Change for additional information. Various market, financial, regulatory, legislative, and operational factors could affect Exelon's success in pursuing its strategies. Exelon continues to assess infrastructure, operational, policy, and legal solutions to these issues. See ITEM 1A. RISK FACTORS for additional information. Employees The Registrants strive to create a workplace culture that promotes and embodies diversity, inclusion, innovation, and safety for their employees. In order to provide the services and products that their customers expect, the Registrants aspire to create teams that reflect the diversity of the communities that the Registrants serve. Therefore, the Registrants take steps to attract and retain highly qualified and diverse talent and seek to create hiring and promotion practices that are equitable and neutralize any bias, including 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 all employees grow their skills and careers largely through numerous training opportunities, mentorship programs, 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 typically conduct an employee engagement survey every other year to help identify organizational strengths and areas of opportunity for growth. 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, 2023. 11 Table of Contents Employees Female (a)(b) People of Color Aged <30 (a)(b) Aged 30-50 Aged >50 Total Employees (c) Exelon ComEd PECO BGE PHI Pepco DPL ACE 5,637 8,174 2,295 11,189 6,478 19,962 1,672 2,822 817 3,976 1,881 6,674 813 1,084 406 1,592 1,040 3,038 808 1,273 319 1,914 1,062 3,295 1,320 1,895 460 2,352 1,471 4,283 335 867 157 754 443 1,354 137 233 107 491 320 918 (d) Exelon ComEd PECO BGE PHI Pepco DPL ACE Management Female (a)(b) People of Color (a)(b) Aged <30 Aged 30-50 Aged >50 Within 10 years of retirement eligibility Total Employees in Management (c) 1,159 1,303 21 2,045 1,410 1,998 3,476 268 388 4 580 384 551 968 146 143 4 208 173 228 385 138 190 3 314 172 244 489 251 313 5 447 292 412 744 58 119 1 123 66 102 190 14 35 1 63 44 58 108 107 158 65 351 205 621 21 30 2 45 40 58 87 __________ (a) To effectuate Exelon's pay equity goals, Exelon conducts analysis on gender and racial pay equity. (b) (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/or supervisory responsibilities. Information concerning women and people of color is based on self-disclosed information. 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 2021 to 2023. Retirement Age Voluntary Non-Voluntary Collective Bargaining Agreements Exelon ComEd PECO BGE PHI Pepco DPL ACE 3.41 % 3.07 % 0.87 % 3.84 % 2.63 % 0.73 % 3.97 % 2.92 % 1.13 % 2.85 % 2.08 % 0.88 % 3.36 % 2.83 % 1.08 % 3.20 % 3.25 % 1.76 % 3.71 % 1.73 % 0.66 % 3.79 % 2.29 % 0.75 % 12 Table of Contents Approximately 43% of Exelon’s employees participate in CBAs. The following table presents employee information, including information about CBAs, as of December 31, 2023. Total Employees Covered by CBAs Number of CBAs CBAs New and Renewed in 2023 (a) Total Employees Under CBAs New and Renewed in 2023 Exelon ComEd PECO BGE PHI Pepco DPL ACE 8,555 3,583 1,438 1,433 2,096 860 637 405 10 2 2 1 5 1 2 2 2 — — 1 1 — — 1 1,813 — — 1,433 380 — — 380 __________ (a) Does not include CBAs that were extended in 2023 while negotiations are ongoing for renewal. Environmental Matters and Regulation 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 and Chief Strategy and Sustainability Officer; as well as senior management of the Utility 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 Audit and Risk Committee oversees compliance with environmental laws and regulations, including environmental risks related to Exelon's operations and facilities, as well as SEC disclosures related to environmental matters. Exelon's Corporate Governance Committee has the authority to oversee Exelon’s climate change and sustainability policies and programs, as discussed in further detail below. The respective Boards of the Utility Registrants oversee environmental issues related to these companies. The Exelon Board of Directors has general oversight responsibilities for ESG matters, including strategies and efforts to protect and improve the quality of the environment. Climate Change As detailed below, the Registrants face climate change mitigation and transition risks as well as adaptation risks. Mitigation and transition risks include changes to the energy systems as a result of new technologies, changing customer expectations and/or voluntary GHG goals, as well as local, state or federal regulatory requirements intended to reduce GHG emissions. Adaptation risk refers to risks to the Registrants' facilities or operations that may result from changes to the physical climate and environment, such as changes to temperature, weather patterns and sea level. Climate Change Mitigation and Transition The Registrants support comprehensive federal climate legislation 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 climate legislation, Exelon supports the 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. The direct (Scope 1) GHG emission sources associated with the Registrants include sulfur hexafluoride (SF6) leakage from electric transmission and distribution operations, fossil fuel combustion in motor vehicles and refrigerant leakage from chilling and cooling equipment. In addition, PECO, BGE, and DPL, as distributors of natural gas, have natural gas (methane) leakage on the natural gas systems. The Registrants also have indirect (Scope 2 and 3) emissions associated with the production of the 13 Table of Contents electricity they consume and deliver, and indirect (Scope 3) emissions associated with the production of natural gas they deliver and consumer use of such natural gas. Exelon uses definitions and protocols provided by the World Resources Institute for its GHG inventory. In 2022, Exelon's Scope 1 and 2 GHG emissions, were just over 5.7 million metric tons carbon dioxide equivalent using the World Resources Institute Corporate Standard Market-based accounting. Of these emissions, 0.5 million metric tons are considered to be operations-driven and in more direct control of our employees and processes. The majority of these operations-driven emissions are fugitive emissions from the gas delivery systems of Registrants PECO, BGE, and DPL. The remaining 5.2 million metric tons, approximately 91%, are the indirect emissions associated with the electric transmission and distribution system and primarily consists of losses resulting from the Utility Registrant's delivery of electricity to their customers (line losses). These emissions are driven primarily by customer demand for electricity and the mix of generation assets supplying energy to the electric grid. The Registrants do not own generation and must comply with applicable legal and regulatory requirements governing procurement of electricity for delivery to retail customers and use of the system to support other transmission transactions. However, the Registrants do engage in efforts that help to reduce these emissions, including customer programs to drive customer energy efficiency, to help manage peak demands, and to enable distributed solar generation. In August 2021, Exelon announced a Path to Clean goal to collectively reduce its operations-driven GHG emissions 50% by 2030 against a 2015 baseline, and to reach net zero operations-driven GHG emissions by 2050, while also supporting customers and communities to achieve their clean energy and emissions reduction goals. Exelon’s quantitative goals include its Scope 1 and 2 GHG emissions with the exception of Scope 2 line losses, and build upon Exelon's long-standing commitment to reducing our GHG emissions. Exelon's activities in support of the Path to Clean goal will include efficiency and clean electricity for operations, vehicle fleet electrification, equipment and processes to reduce sulfur hexafluoride (SF6) leakage, investments in natural gas infrastructure to minimize methane leaks and increase safety and reliability, and investment and collaboration to develop new technologies. Beyond 2030, Exelon recognizes that technology advancement and continued policy support will be needed to ensure achievement of Net-Zero by 2050. Exelon is laying the groundwork by partnering with national labs, universities and research consortia to research, develop, and pilot clean technologies that will be needed, as well as working with our states, jurisdictions and policy makers to understand the scope and scale of energy transformation, and needed policies and incentives, that will be needed to reach local ambitions for GHG emissions reductions. The Utility Registrants are also supporting customers and communities to achieve their clean energy and emissions goals through significant energy efficiency programs. During 2024 - 2027, estimated customer program energy efficiency investments across the Utility Registrants total $5.1 billion. These programs enable customer savings through home energy audits, lighting discounts, appliance recycling, home improvement rebates, equipment upgrade incentives and innovative programs like smart thermostats and combined heat and power programs. As an energy delivery company, Exelon can play a role in helping to reduce GHG emissions in its service territories. In connecting end users of energy to electric and gas supply, Exelon can leverage its assets and customer interface to help support efficient use of lower emitting resources as they become available. Electrification, where feasible, for transportation, buildings, and industry coupled with simultaneous decarbonization of electric generation, can be an important means to reduce emissions. Exelon is advocating for public policy supportive of vehicle electrification, investing in enabling infrastructure and technology, and supporting customer education and adoption. In addition, the Utility Registrants have a goal to electrify 30% of their own vehicle fleet by 2025, increasing to 50% by 2030. Clean fuels and other emerging technologies can also support the transition, lessen the strain on electric system expansion, and support energy system resiliency. Exelon, and its registrants PECO, BGE, and DPL that own gas distribution assets, are also continuing to explore these other decarbonization opportunities, supporting pilots of emerging energy technologies and clean fuels to support both operational and customer-driven emissions reductions. The energy transition may present challenges for the Utility Registrants and their service territories. Exelon believes its market and business model could be significantly affected by the transition of the energy system, such as through an increased electric load and decreased demand for natural gas, potentially accompanied by changes in technology, customer expectations, and/or regulatory structures. See ITEM 1A. RISK FACTORS. The Registrants are potentially affected by emerging technologies that could over time affect or transform the energy industry. Climate Change Adaptation 14 Table of Contents The Registrants' facilities and operations are subject to the impacts of global climate change. Long-term shifts in climactic patterns, such as sustained higher temperatures and sea level rise, may present challenges for the Registrants and their service territories. Exelon believes its operations could be significantly affected by the physical risks of climate change. See ITEM 1A. RISK FACTORS for additional information related to the Registrants' risks associated with climate change. The Registrants' assets undergo seasonal readiness efforts to ensure that they are prepared for the weather projections for the summer and winter months. The Registrants consider and review national climate assessments to inform their planning. Each of the Utility Registrants also has well established system recovery plans and is investing in its systems to install advanced equipment and reinforce the local electric system, making it more weather resistant and less vulnerable to anticipated storm damage. 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, but on January 20, 2021, President Biden accepted the Agreement, which resulted in the United States’ formal re-entry on February 19, 2021. The United States has set an economy- wide target of reducing its net GHG emissions by 50-52% below 2005 levels by 2030. On November 11, 2022, at the UNFCCC Conference of the Parties (COP 27), President Biden recommitted the U.S. to these goals and detailed the significant domestic climate actions the U.S. had taken to spur a new era of clean American manufacturing, enhance energy security, and drive down the costs of clean energy for consumers in the U.S. and around the world. Federal Climate Change Legislation and Regulation. On August 16, 2022, President Biden signed the Inflation Reduction Act (IRA), which, among other things, aims to reduce U.S. carbon emissions and promote economic development through investments in clean and renewable energy projects. The consumer-facing clean energy tax credits created or expanded by the IRA are intended to drive rapid adoption of energy efficiency, electric transportation, and solar energy which would require Exelon's utilities to expand and modernize infrastructure, systems and services to integrate and optimize these resources. 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. Certain northeast and mid-Atlantic states (Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont, Virginia) currently participate in the RGGI. The program requires most fossil fuel-fired power plant owners and operators 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. Pennsylvania joined RGGI in April 2022. Broader state programs impact other sectors as well, such as the District of Columbia's Clean Energy DC Omnibus Act and cross-sector GHG reduction plans, which resulted in recent requirements for Pepco to develop 5-year and 30-year decarbonization programs and strategies. Maryland expects to meet and exceed the mandate set in the Greenhouse Gas Emissions Reduction Act to reduce statewide GHG emissions 40% (from 2006 levels) by 2030, and the state’s Climate Solutions Now Act of 2022 further updates requirements with a proposal to reduce emissions 60% (from 2006 levels) by 2031. New Jersey accelerated its goals through Executive Order 274, which establishes an interim goal of 50% reductions below 2006 levels by 2030 and affirms its goal of achieving 80% reductions by 2050 and includes programs to drive greater amounts of electrified transportation. Delaware's Climate Change Solutions Act established in August 2023 sets a statewide GHG emissions reduction goal of 50% by Jan 1, 2030 and a net-zero GHG emissions goal by Jan 1, 2050, on a net basis as compared to a 2005 baseline. Illinois’ climate bill, CEJA, establishes decarbonization requirements for the state to transition to 100% clean energy by 2050 and supports programs to improve energy efficiency, manage energy demand, attract clean energy investment and accelerate job creation. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on CEJA. 15 Table of Contents The Registrants cannot predict the nature of future regulations or how such regulations might impact future financial statements. Renewable and Clean Energy Standards. Each of the 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 acquiring sufficient bundled or unbundled credits such as RECs, CMCs, or ZECs, or 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. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. Other Environmental Regulation 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 water into waterways and are therefore subject to these regulations and operate under NPDES permits. 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. 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 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, which were operated by ComEd's and PECO's predecessor companies. 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 certain environmental remediation costs of the MGP sites through a provision within customer rates. BGE, Pepco, DPL, and ACE do not have material contingent liabilities relating to MGP sites. The amount to be 16 Table of Contents expended in 2024 for activities associated with the environmental investigation and remediation related to contamination at former MGP sites and other gas purification sites is estimated to be approximately $36 million which consists primarily of $25 million at ComEd. As of December 31, 2023, 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 18 — 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. 17 Table of Contents Information about our Executive Officers as of February 21, 2024 Exelon Name Butler Jr., Calvin G. Jones, Jeanne Glockner, David Littleton, Gayle E. Quiniones, Gil C. Innocenzo, Michael A. Khouzami, Carim V. Position Age 54 President and Chief Executive Officer, Exelon Chief Operating Officer, Exelon Senior Executive Vice President, Exelon Chief Executive Officer, Exelon Utilities Chief Executive Officer, BGE 44 Executive Vice President and Chief Financial Officer, Exelon Senior Vice President, Corporate Finance, Exelon Senior Vice President and Chief Financial Officer, ComEd 63 Executive Vice President, Compliance, Audit and Risk, Exelon Chief Compliance Officer, Citadel LLC 51 Executive Vice President, Chief Legal Officer, and Corporate Secretary, Exelon Partner, Jenner & Block LLP 57 Chief Executive Officer, ComEd President, ComEd President and Chief Executive Officer, New York Power Authority 58 President and Chief Executive Officer, PECO 49 President, BGE Chief Executive Officer, BGE Senior Vice President & COO, Exelon Utilities Anthony, J. Tyler 59 President and Chief Executive Officer, PHI, Pepco, DPL, and ACE Senior Vice President and Chief Operating Officer, PHI, Pepco, DPL, and ACE Kleczynski, Robert A. 55 Senior Vice President, Controller and Tax, Exelon Senior Vice President, Exelon Vice President, Exelon General Tax Officer, Exelon David Velazquez 64 Executive Vice President, Operations and Technology, Exelon Business Services Company, LLC Executive Vice President, Utility Operations, Exelon Business Services Company, LLC President and Chief Executive Officer, PHI, Pepco, DPL, and ACE Period 2022 - Present 2021 - 2022 2019 - 2022 2019 - 2022 2014 - 2019 2022 - Present 2021 - 2022 2018 - 2021 2020 - Present 2017 - 2020 2020 - Present 2015 - 2020 2021 - Present 2024 - Present 2011 - 2021 2018 - Present 2021 - Present 2019 - Present 2018 - 2019 2021 - Present 2016 - 2021 2023 - Present 2020 - 2023 2018 - 2020 2018 - 2023 2023 - Present 2021 -2023 2016 - 2021 18 Table of Contents ComEd Name Quiniones, Gil Perez, David R. Levin, Joshua Position Age 57 Chief Executive Officer, ComEd President, ComEd President and Chief Executive Officer, New York Power Authority 54 Executive Vice president and Chief Operating Officer, ComEd Senior Vice President, Distribution Operations 44 Senior Vice President, Chief Financial Officer & Treasurer, ComEd Vice President, Financial, Planning and Analysis Director of Financial Planning and Analysis, ComEd Rippie, E. Glenn 63 Senior Vice President and General Counsel, ComEd Senior Vice President and Deputy General Counsel, Energy Regulation, Exelon Partner, Jenner & Block LLP Partner and Chief Financial Officer, Rooney, Rippie & Ratnaswamy, LLP Binswanger, Lewis 64 Senior Vice President, Governmental, Regulatory and External Affairs, ComEd Vice President, External Affairs, Nicor Gas PECO Name Innocenzo, Michael A. Levine, Nicole Humphrey, Marissa Position Age 58 President and Chief Executive Officer, PECO 47 Senior Vice President and Chief Operations Officer, PECO Vice President, Electrical Operations, PECO 44 Senior Vice President, Chief Financial Officer and Treasurer, PECO Vice President, Regulatory Policy and Strategy (NJ/DE), PHI, DPL, and ACE Vice President, Finance, Exelon Utilities Vice President, Financial Planning and Analysis, PHI, Pepco, DPL, and ACE Oliver, Douglas 49 Senior Vice President, Governmental, Regulatory and External Affairs, PECO Gay, Anthony Vice President, Governmental and External Affairs, PECO Vice President, Communications, PECO 58 Vice President and General Counsel, PECO Vice President, Governmental and External Affairs, PECO 19 Period 2021 - Present 2024 - Present 2011 - 2021 2024 - Present 2019 - 2023 2023 - Present 2021 - 2023 2019 - 2021 2022 - Present 2022 - Present 2019 - 2021 2010 - 2019 2022 - Present 2013 - 2022 Period 2018 - Present 2022 - Present 2018 - 2022 2022 - Present 2021 - 2022 2019 - 2020 2016 - 2019 2023 - Present 2019 - 2023 2018 - 2019 2019 - Present 2016 - 2019 Table of Contents BGE Name Khouzami, Carim V. Position Age 49 President, BGE Chief Executive Officer, BGE Senior Vice President & COO, Exelon Utilities Dickens, Derrick 59 Senior Vice President and Chief Operating Officer, BGE Vahos, David M. Núñez, Alexander G. Ralph, David PHI, Pepco, DPL, and ACE Name Anthony, J. Tyler Olivier, Tamla Barnett, Phillip S. Oddoye, Rodney Senior Vice President, Customer Operations, PHI, Pepco, DPL, and ACE Vice President, Technical Services, BGE 51 Senior Vice President, Chief Financial Officer and Treasurer, BGE 52 Senior Vice President, Governmental, Regulatory and External Affairs, BGE Senior Vice President, Regulatory Affairs and Strategy, BGE Senior Vice President, Regulatory and External Affairs, BGE 57 Vice President and General Counsel, BGE Associate General Counsel, BGE Assistant General Counsel, Exelon Position Age 59 President and Chief Executive Officer, PHI, Pepco, DPL, and ACE Senior Vice President and Chief Operating Officer, PHI, Pepco, DPL, and ACE 51 Senior Vice President and Chief Operating Officer, PHI, Pepco, DPL, and ACE Senior Vice President, Customer Operations, BGE Senior Vice President, Constellation NewEnergy, Inc. 60 Senior Vice President, Chief Financial Officer and Treasurer, PHI, Pepco, DPL, and ACE 47 Senior Vice President, Governmental, Regulatory and External Affairs, PHI, Pepco, DPL, and ACE Senior Vice President, Governmental and External Affairs, BGE Vice President, Customer Operations, BGE Bancroft, Anne 57 Vice President and General Counsel, PHI, Pepco, DPL, and ACE Associate General Counsel, Exelon ITEM 1A. RISK FACTORS Period 2021 - Present 2019 - Present 2018 - 2019 2021 - Present 2020 - 2021 2016 - 2020 2016 - Present 2021 - Present 2020 - 2021 2016 - 2020 2021 - Present 2019 - 2021 2017 - 2019 Period 2021 - Present 2016 - 2021 2021 - Present 2020 - 2021 2016 - 2020 2018 - Present 2021 - Present 2020 - 2021 2018 - 2020 2021 - Present 2017 - 2021 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 20 Table of Contents of the Registrants’ consolidated financial statements, are captured below. Although the risks are generally organized by category and separately described, many of these risks are interrelated. Additionally, the risks should be considered holistically with other information included in this filing and future filings with the SEC. Risks related to market and financial factors primarily include: • • • the demand for electricity, reliability of service, and affordability in the markets where the Utility Registrants conduct their business, the ability of the Utility Registrants to operate their respective transmission and distribution assets, their ability to access capital markets, and the impacts on their results of operations, financial condition or liquidity/cash flows due to public health crises, epidemics or pandemics, and emerging technologies and business models, including those related to climate change mitigation and transition to a low carbon economy. Risks related to legislative, regulatory, and legal factors primarily include changes to, and compliance with, the laws and regulations that govern: • • • utility regulatory business models, energy, environmental, and climate policy, and tax policy. Risks related to 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 ability of the Utility Registrants to maintain the reliability, resiliency, and safety of their energy delivery systems, which could affect their ability to deliver energy to their customers and affect their operating costs, and physical and cyber security risks for the Utility Registrants as the owner-operators of transmission and distribution facilities. Risks related to the separation primarily include: • • challenges to achieving the benefits of separation and performance by Exelon and Constellation under the transaction agreements, including indemnification responsibilities. There may be further risks and uncertainties that are not presently known or that are not currently believed to be material that could negatively affect the Registrants' consolidated financial statements in the future. Risks Related to Market and Financial Factors The Registrants are potentially affected by emerging technologies that could over time affect or transform the energy industry (All Registrants). Advancements in power generation technology, including commercial and residential solar generation installations and commercial micro turbine installations, are improving the cost-effectiveness of customer self-supply of electricity. Improvements in energy storage technology, including batteries and fuel cells, could also better position customers to meet their around-the-clock electricity requirements. Improvements in energy efficiency of lighting, appliances, equipment and building materials will also affect energy consumption by customers. Changes in power generation, storage, and use technologies could have significant effects on customer behaviors and their energy consumption. 21 Table of Contents These developments could affect levels of customer-owned generation, customer expectations, and current business models and make portions of the Utility Registrants' transmission and/or distribution facilities uneconomic prior to the end of their useful lives. Increasing pressure from both the private and public sectors to take actions to mitigate climate change could also push the speed and nature of this transition. These factors could affect the Registrants’ consolidated financial statements through, among other things, increased Operating and maintenance expenses, increased capital expenditures, and potential asset impairment charges or accelerated depreciation over shortened remaining asset useful lives. Market performance and other factors could decrease the value of 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 Exelon’s employee benefit plan trusts. The asset values are subject to market fluctuations and will yield uncertain returns, which could fall below Exelon's projected return rates. 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 14 — 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 (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 because of uncertainty, changing or increased regulation, reduced alternatives, or failures of significant financial institutions could result in the deferral of discretionary capital expenditures, or require 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, 2023, approximately 23%, 10%, and 16% of the Registrants’ available credit facilities were with European, Canadian, and Asian banks, respectively. Additionally, higher interest rates may put pressure on the Registrants’ overall liquidity profile, financial health and impact financial results. See Note 16 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on the credit facilities. 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 or regulatory financial requirements, it would be required to provide significant amounts of collateral that could affect its liquidity and could experience higher borrowing costs (All Registrants). 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 22 Table of Contents 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 and Cash Requirements — Security Ratings for additional information regarding the potential impacts of credit downgrades on the Registrants’ cash flows. 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 and the related regulatory limitations on residential service terminations for the Utility Registrants, could result in an increase in the number of uncollectible customer balances and related expense. 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. See ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK for additional information on the Registrants’ credit risk. 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 operating revenues at PECO and DPL Delaware. Due to revenue decoupling, operating revenues from electric distribution at ComEd, BGE, Pepco, DPL Maryland, and ACE and gas distribution at BGE are not affected by abnormal weather. 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 Utility Registrant'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. 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 the Utility Registrants have 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. 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. 23 Table of Contents 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 7 — Property, Plant, and Equipment, Note 11 — Asset Impairments, and Note 12 — 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 (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 assets to one or more third parties 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 Constellation, Constellation assumed certain of ComEd’s, PECO’s, and BGE's rights and obligations with respect to their former generation assets. 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 assets that have been assumed by Constellation as part of the restructuring. If Constellation or a transferee of one of the Utility Registrant’s generation assets 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 assets. The Registrants have issued indemnities to third parties regarding environmental or other matters in connection with purchases and sales of assets, including several of the Utility Registrants in connection with Constellation's absorption of their former generating assets. The Registrants 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 if 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. Risks Related to Legislative, Regulatory, and Legal Factors The Registrants' businesses are highly regulated and electric and gas revenue and earnings could be negatively affected by legislative and/or regulatory actions (All Registrants). Substantial aspects of the Registrants' businesses are subject to comprehensive Federal or state legislation and/or regulation. The Utility Registrants' consolidated financial statements are heavily dependent on the ability of the Utility Registrants to recover their costs for the retail purchase, transmission, and distribution of power and natural gas to their customers. 24 Table of Contents Fundamental changes in laws or regulations or adverse legislative or regulatory actions affecting the Registrants’ businesses would require changes in their business planning models and operations. Registrants cannot always predict when or whether legislative or regulatory action will occur and may not be able to influence the outcome of legislative or regulatory initiatives. Changes in the Utility Registrants' respective terms and conditions of service, including their respective rates, along with adoption of new rate structures and constructs, or establishment of new rate cases, 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 result in uncertainties in rate case outcomes, and/or introduce time delays in effectuating rate changes (All 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, adoption of new rate structures and constructs or establishment of new rate cases. These proceedings typically involve multiple parties, including governmental bodies and officials, consumer advocacy groups, and various consumers of 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 once 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. In addition to potential timing delays, the Registrants also face other uncertainties in rate proceedings that could impact recovery, including not obtaining anticipated allowed rates of return, allowed capital structures, or allowed return on pension assets, and various other factors. See Note 3 — Regulatory Matters of the Combined Notes to the Consolidated Financial Statements for additional information. 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 Utility Registrants as users, owners, and operators of the bulk power transmission system are subject to mandatory reliability standards promulgated by NERC and enforced by FERC. 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, DEPSC, and NJBPU impose certain distribution reliability standards on the Utility Registrants. If the Utility Registrants were found in non-compliance with the Federal or 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 Registrants are subject to extensive environmental regulation and legislation by local, state, and Federal authorities. These laws and regulations affect the way 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 25 Table of Contents 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 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 several 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 Matters and Regulation 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 low-emission, renewable, and/or alternate fuel sources could significantly impact the Utility Registrants, especially if timely cost recovery is not allowed. 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. These energy conservation programs, regulated energy consumption reduction targets, and new energy consumption technologies could cause declines in customer energy consumption and lead to a decline in the Registrants' earnings, if timely recovery is not allowed. See ITEM 1. BUSINESS — Environmental Matters and Regulation — Renewable and Clean Energy Standards and "The Registrants are potentially affected by emerging technologies that could over time affect or transform the energy industry" above 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 to estimate their obligations to taxing authorities, which includes general tax positions taken and associated reserves established. Tax obligations include, but are not limited to: income, real estate, sales and use, and employment-related taxes and ongoing appeal issues related to these tax matters. All tax estimates could be subject to challenge by the tax authorities. Additionally, earnings may be impacted due to changes in federal or local/state tax laws, and the inherent difficulty of estimating potential tax effects of ongoing business decisions. See Note 1 — Significant Accounting Policies and Note 13 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information. 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 18 — 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 or disrupt business activities. 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 could render public service commissions and other regulatory and legislative authorities less likely to view energy companies generally, or the Registrants specifically, in a favorable light, and could cause the Registrants to be susceptible to less favorable legislative and regulatory outcomes, as well as increased regulatory oversight and more stringent legislative or regulatory requirements. The activities associated with the past Deferred Prosecution Agreement and the now resolved associated SEC investigation could have a material adverse effect on Exelon’s and ComEd’s 26 Table of Contents reputation and relationship with legislators, regulators, and customers that could affect their ability to achieve actions and approvals (Exelon and ComEd). On July 17, 2020, ComEd entered into a Deferred Prosecution Agreement with the USAO for the Northern District of Illinois 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 no charges were 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 provided that the USAO would 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. That period expired, and the pending charge was dismissed, in July 2023. In October 2019, the SEC notified Exelon and ComEd that it had opened an investigation into their lobbying activities in the state of Illinois. On September 28, 2023, Exelon and ComEd reached a settlement with the SEC to fully resolve the matter. The DPA and the settlement with the SEC could have a material adverse impact on Exelon’s and ComEd’s reputation or relationships with regulatory and legislative authorities, customers, and other stakeholders. Those impacts could affect, or make more difficult, their efforts to achieve actions or approvals associated with operations. See Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for more information regarding the DPA and SEC settlement. Risks Related to Operational Factors The Registrants are subject to risks associated with climate change (All Registrants). The Registrants periodically perform analyses to better understand long-term projections of climate change and how those changes in the physical environments where they operate could affect their facilities and operations. The Registrants primarily operate in the Midwest and Mid-Atlantic of the United States, areas that historically have been prone to various types of severe weather events, and the Registrants have well-developed response and recovery programs based on these historical events. However, the Registrants’ physical facilities could be at greater risk of damage as changes in the global climate affect temperature and weather patterns, including if such climate changes result in more intense, frequent and extreme weather events, elevated levels of precipitation, sea level rise, increased surface water temperatures, wildfires and/or other effects. Over time, the Registrants are making additional investments to protect their facilities from physical climate-related risks. In addition, changes to the climate may impact levels and patterns of demand for energy and related services, which could affect Registrants’ operations and business. Over time, the Registrants are making additional investments to adapt to changes in operational requirements to manage demand changes and customer expectations caused by climate change. Climate Change risks include changes to energy systems due to new technologies, changing customer expectations and/or voluntary GHG goals, as well as local, state, or federal regulatory requirements intended to reduce GHG emissions, including through limitation of the use of natural gas. The Registrants also periodically perform analyses of potential energy system transition pathways to reduce economy-wide GHG emissions to mitigate climate change. To the extent additional GHG reduction legislation and/or regulation 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 and such legislation and/or regulation could otherwise adversely affect the Registrants' businesses. See ITEM 1. BUSINESS — Environmental Matters and Regulation — Climate Change and ITEM 1.A. "The Registrants are potentially affected by emerging technologies that could over time affect or transform the energy industry" above 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 (All Registrants). Failures of the equipment or facilities used in the Utility Registrants' delivery systems could interrupt electric transmission and/or electric or natural gas delivery, which could result in a loss of revenues and an increase in maintenance and capital expenditures. Equipment or facilities failures can occur due to several factors, including natural causes such as weather or information systems failure. Specifically, if the implementation of AMI, smart 27 Table of Contents 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 respective service territories, 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). Risks from cybersecurity and physical threats to energy infrastructures are increasing. Threat actors, including sophisticated nation-state actors, continue to seek to exploit potential vulnerabilities in the electric and natural gas utility industry, grid infrastructure, and other energy infrastructures, and attacks and disruptions, both physical, cyber, and hybrid targeting physical and cyber assets, are becoming increasingly sophisticated and dynamic. Several U.S. government agencies have warned of increased risks related to physical attacks, ransomware attacks and cybersecurity threats related to the energy sector and its supply chains, and that the risks may escalate during periods of heightened geopolitical tensions. Continued implementation of advanced digital technologies increases the potentially unfavorable impacts of such attacks. In addition, the rapid evolution and increased adoption of artificial intelligence technologies may intensify the Registrants' cybersecurity risks. A security breach of the Registrants' physical assets or information systems or those of the Registrants' competitors, vendors, business partners and interconnected entities (including RTOs and ISOs) could materially impact Registrants by, among other things, impairing the availability of electricity and gas distributed by Registrants and/or the reliability of transmission and distribution systems, damaging grid infrastructure, interrupting critical business functions, impairing the availability of vendor services and materials that the Registrants rely on to maintain their operations, or by leading to the theft or inappropriate release of certain types of information, including critical infrastructure information, system data and architecture, sensitive customer, vendor, or employee data, or other confidential data. The Registrants' reliance on vendors to provide services and equipment, and its shared information systems with Constellation pursuant to the Transition Services Agreement between Exelon and Constellation, increases the risk to assets, systems, and data. While some of the Registrants' vendors have experienced cybersecurity incidents, such incidents have not, to Registrants' knowledge, resulted in material impact to any of the Registrants to date. The risk of these events and security breaches occurring continues to intensify. The Registrants have been, and will likely continue to be, subjected to physical and cyber-attacks. While to date none of the Registrants has directly experienced a material breach or material disruption to its network or information systems or operations, as such attacks continue to increase in sophistication and frequency, the Registrants may be subject to a material breach or material disruption in the future. If a significant physical or cybersecurity breach or disruption were to occur, the Registrants' reputation could be negatively affected, customer confidence in the Registrants could be diminished and the Registrants could be subject to legal claims, regulatory exposure, loss of revenues, increased costs including for infrastructure repairs, or operations shutdown, all of which could materially affect the Registrants' financial condition and materially damage its business reputation. Moreover, the amount and scope of insurance maintained against losses resulting from any such security breaches or disruptions may not be sufficient to cover losses or otherwise adequately compensate for any disruptions to business that could result. The continued increase in Federal and state regulatory requirements related to cybersecurity and evolving threat actor-capabilities could require changes to current measures taken by the Registrants or to 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, 28 Table of Contents contractors, customers, and the general public are at some risk for serious injury, including loss of life. These risks include gas explosions, pole strikes, and electric contact cases. Extreme weather events, natural disasters, operational accidents such as wildfires or natural gas explosions, war, acts and threats of terrorism, public health crises, epidemics, pandemics, or other significant events could negatively impact the Registrants' results of operations, ability to raise capital and future growth (All Registrants). The Utility Registrants' infrastructures and/or operations could be affected by extreme weather events, natural disasters, or operational accidents such as wildfires or natural gas explosions which could result in increased costs, including supply chain costs and third-party property damage. An extreme weather event, natural disaster, or operational accident within the Utility 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. The impact that potential terrorist attacks could have on the industry and the Registrants 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 Registrants' operations in unpredictable ways, such as changes in insurance markets and disruptions of supplies and markets. Furthermore, such events could compromise the physical or cybersecurity of the Registrants' facilities, which could adversely affect the Registrants' ability to manage their businesses effectively. Instability in the financial markets as a result of terrorism, war, natural disasters, public health crises, epidemics, pandemics, credit crises, recession, or other significant events 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 public health crises, epidemics, or pandemics. The Registrants have plans in place to respond to such events. However, depending on the severity and the resulting impacts to workforce and other resource availability, a public health crisis, epidemic, or pandemic could adversely affect our vendors, or customers and customer demand as well as the Registrants’ ability to operate their transmission and distribution assets. In addition, on behalf of the Registrants 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, are subject to operational failure and could be impacted by lack of availability of labor, materials or parts, which could result in potential liability (All Registrants). The Utility Registrants’ businesses are capital intensive and require significant investments 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 Utility Registrants’ control, and could require significant expenditures to operate efficiently. Disruptions or cost increases in the supply chain, including shortages in labor, materials or parts, could materially impact the timing and execution of capital projects, as well as other aspects of the Registrants' businesses. The Registrants' consolidated financial statements could be negatively affected if they were unable to effectively manage their capital projects or raise the necessary capital, or if they are deemed liable for operational failure. 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 (All 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 29 Table of Contents strain customer and regulatory agency relationships. As is the case for electric utilities generally, potential concerns over transmission 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' performance could be negatively affected if they fail to attract and retain an appropriately qualified workforce (All Registrants). Certain events, such as the separation transaction, an employee strike, loss of employees, 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. Such challenges include lack of resources, loss of knowledge and a lengthy time period associated with skill development. As a result of such events, costs, including costs for contractors to replace employees, productivity costs, and safety costs, could rise. The Registrants are particularly affected due to the specialized knowledge required of the technical and support employees needed to conduct Registrants' transmission and distribution operations as well as areas where new technologies are pertinent. The Registrants’ performance could be negatively affected by poor performance of third-party contractors that perform periodic or ongoing work (All Registrants). The Registrants rely on third-party contractors to perform operations, maintenance, and construction work. Performance standards typically are included in all contractual obligations, but poor performance may impact capital execution plans or operations, or have adverse financial or reputational consequences. 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). The Utility Registrants face risks associated with regulator-mandated or other new business initiatives, such as smart grids and broader beneficial electrification. Such risks include, but are not limited to, cost recovery, regulatory concerns, cybersecurity, and obsolescence of technology. Such initiatives may not be successful, and failures could result in adverse financial or reputational consequences. Risks Related to the Separation (Exelon) In connection with the separation into two public companies, Exelon and Constellation have agreed to indemnify each other for certain liabilities. If Exelon is required to pay under these indemnities to Constellation, Exelon's financial results could be negatively impacted. The Constellation indemnities may not be sufficient to hold Exelon harmless from the full amount of liabilities for which Constellation has been allocated responsibility, and Constellation may not be able to satisfy its indemnification obligations in the future. Pursuant to the separation agreement and certain other agreements between Exelon and Constellation, each party agreed to indemnify the other for certain liabilities, generally for uncapped amounts. Liabilities subject to Exelon’s indemnity obligations to Constellation generally are not subject to caps, may be significant and could negatively impact Exelon’s business. Any amounts Exelon is required to pay pursuant to these indemnity obligations could require Exelon to divert cash that would otherwise have been used in furtherance of its operating business. Further, third parties could seek to hold Exelon responsible for any of the liabilities that Constellation has agreed to retain and for which Constellation is obligated to indemnify Exelon. The indemnities from Constellation for Exelon's benefit may not be sufficient to protect Exelon against the full amount of such liabilities, and Constellation may not be able to fully satisfy its indemnification obligations. Even if Exelon ultimately succeeds in recovering from Constellation any amounts for which Exelon is held liable, Exelon may be temporarily required to bear these losses. Each of these risks could negatively affect Exelon's business, results of operations and financial condition. 30 Table of Contents ITEM 1B. UNRESOLVED STAFF COMMENTS All Registrants None. ITEM 1C. CYBERSECURITY Risk management and strategy Cybersecurity risk for all Registrants is managed at the enterprise-level. Management of material risks from cybersecurity threats is integrated into the Registrants' overall risk management processes and is monitored as an enterprise risk. Exelon's Chief Information Security Officer (CISO) and cybersecurity management team regularly hold meetings with senior management of each Registrant, facilitated by Exelon’s enterprise risk management team, to discuss issues pertaining to cybersecurity risk management, including changes in the nature and origin of threats, threat actor and risk mitigation activities, and regulatory developments. Exelon Legal and compliance professionals engage with the CISO and cybersecurity management team to address tactical and strategic cybersecurity risks. Exelon monitors cybersecurity risks through key risk indicators to identify potential changes in risk exposure and provide the Board of Directors with information about the monitoring of key risks in connection with its oversight of the Registrants' enterprise risk management system. The CISO, through Exelon’s Cyber Information and Security Services (CISS), reviews external and internal sources to obtain cyber threat intelligence to develop strategic and tactical threat assessments that inform the enterprise-wide cyber risk mitigation programs and actions. Exelon uses a wide range of tools, including endpoint, anomaly and network detection, logging and monitoring of security events, network segmentation, firewalls, hardening and securing devices, cyber vulnerability detection and patch management, cyber threat hunting, malware forensic analysis, industry-specific reports, and tabletop exercises to inform the cybersecurity management team. Exelon protects assets critical to grid reliability and national security through the implementation of the North American Electric Reliability Corporation’s Critical Infrastructure Protection requirements, and gas pipeline security under the U.S. Department of Homeland Security’s Transportation Safety Administration’s Security Directives. Exelon maintains security relationships with law enforcement and U.S. intelligence agencies, coordinates with the Electricity Information Sharing and Analysis Center (E-ISAC) and participates in the Department of Energy’s Cybersecurity Risk Information Sharing Program (CRISP) to strengthen the security of the energy grid, develop and deploy new technologies, share information, design and participate in drills and exercises such as the bi-annual Grid Security Exercises and facilitate cross-sector coordination. Exelon applies stringent employee and contractor screening, and advances security awareness through training and monitoring programs that address both cyber and physical threats. Exelon employees are subject to annual mandatory training addressing security awareness, including cybersecurity and phishing. Exelon maintains cyber insurance coverage at limits consistent with the utility industry and reviews policy coverage and limits on an annual basis. In assessing the effectiveness of its cybersecurity risk management program, the CISO makes use of external perspectives from regulatory compliance audits and inspections, external audits of the Registrants' financial systems, and third-party incident response and detection analytics. Cybersecurity risks associated with the Registrants’ use of certain third-party service providers are evaluated and managed through CISS' Third Party Security team that leverages security risk assessments, contractual terms and conditions, and security awareness training for such providers. Additionally, those providers are required to report cybersecurity incidents, including the unauthorized use or disclosure of Registrants’ confidential information to Exelon’s security operations center. Third Party Security investigates certain third-party cybersecurity events as part of Exelon’s incident response program. Governance The Exelon Board of Directors is responsible for oversight of risks from cybersecurity threats. As part of its responsibility and as documented in the 2022 Cybersecurity Oversight Policy, the Board of Directors oversees Exelon's cybersecurity program and Exelon’s enterprise-wide risk related to cybersecurity, including management’s identification, assessment, and mitigation of cybersecurity risks. At each regular quarterly meeting, the Board of Directors engages with the CISO and a cross-functional management team regarding the risks from cybersecurity threats. The CISO and professionals from the legal and compliance departments brief 31 Table of Contents the Board of Directors on relevant topics, including information security and operational security, legislative and regulatory developments, and notable external cyber events relevant to Exelon and the industry more broadly. Management engages with the Board of Directors on risks from cybersecurity threats as appropriate outside of the quarterly meetings. The CISO manages Exelon's enterprise-wide cybersecurity programs and reports to Exelon’s Chief Information Officer. The CISO has been responsible for assessing and managing material risks from cybersecurity threats at Exelon since 2018 and was named to the current role in 2022. The CISO has 25 years of information technology and cybersecurity experience in the critical infrastructure sector, of which 23 years have been in the utility industry. The CISO leads CISS, which manages centralized information technology and operational technology security programs for the Registrants. The programs are aligned to the National Institute of Standards and Technology Cyber Security Framework (NIST CSF) and integrate cyber asset identification; threat assessment; risk assessment; risk management; and risk monitoring. CISS operates a security operations center for monitoring, identifying, and mitigating potential cybersecurity events or incidents. Exelon maintains a single, centralized cybersecurity incident response program and plan that aligns with NIST CSF by integrating the identify, determine/classify, escalate and respond functions (which track the lifecycle of an event or incident). Security threats and incidents are identified and assessed to determine potential impact and escalated to senior cybersecurity management and the CISO. The CISO directs the security incident response team to contain, eradicate, and recover from an active threat. Exelon leverages the expertise of dedicated incident response vendors that can provide timely and specialized support to respond and recover from an event. The CISO and a cross-functional team convene as needed to evaluate cybersecurity events, including third-party events. The legal and compliance departments provide incident response support to the CISO, manage cybersecurity-related legal and compliance issues, and direct materiality evaluations using both qualitative and quantitative factors for each Registrant. Although the Registrants have not experienced any material cybersecurity events to date, cybersecurity threats could materially affect each Registrant’s business strategy, results of operations, or financial condition, as further discussed in the risk factor entitled “The Registrants are subject to physical and cybersecurity risks" in ITEM 1A. of this report. 32 Table of Contents ITEM 2. PROPERTIES 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, 2023 were as follows: Voltage (Volts) 765,000 (a) 500,000 345,000 230,000 138,000 115,000 69,000 ComEd 90 — 2,678 — 2,268 — — PECO — 188 — 550 135 — 177 Circuit Miles BGE — 216 — 352 55 700 — Pepco — 108 — 782 61 25 — DPL — 16 — 472 587 — 568 ACE — — — 258 214 — 664 ___________ (a) In addition, PECO, DPL, and ACE have an ownership interest located in Delaware and New Jersey. See Note 8 — Jointly Owned Electric Utility Plant of the Combined Notes to the Consolidated Financial Statements 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 35,366 32,818 PECO 12,983 9,676 BGE 9,151 18,071 Pepco 4,174 7,358 DPL 6,019 6,589 ACE 7,343 3,033 Gas The following table presents PECO’s, BGE’s, and DPL’s natural gas pipeline miles at December 31, 2023: (a) Transmission Distribution Service piping Total PECO 6 7,305 6,494 13,805 BGE 149 7,562 6,497 14,208 DPL 8 2,209 1,492 3,709 ___________ (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. 33 Table of Contents The following table presents PECO’s, BGE’s, and DPL’s natural gas facilities: Registrant PECO PECO BGE BGE DPL Facility LNG Facility Propane Air Plant LNG Facility Propane Air Plant LNG Facility Location West Conshohocken, PA Chester, PA Baltimore, MD Baltimore, MD Wilmington, DE Storage Capacity (mmcf) 1,200 105 1,056 550 250 Send-out or Peaking Capacity (mmcf/day) 195 25 332 85 25 PECO, BGE, and DPL also own 30, 27, 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 16 — 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 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements. Such descriptions are incorporated herein by these references. ITEM 4. Not Applicable MINE SAFETY DISCLOSURES 34 Table of Contents PART II (Dollars in millions, except per share data, unless otherwise noted) ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Exelon Exelon’s common stock is listed on the Nasdaq (trading symbol: EXC). As of January 31, 2024, there were 999,538,542 shares of Common stock outstanding and approximately 76,661 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, compared with the S&P 500 Stock Index and the S&P Utility Index, for the period 2019 through 2023. Cumulative total returns account for the separation of Constellation, as the spin-off dividend was assumed to have been reinvested upon receipt. This performance chart assumes: • • $100 invested on December 31, 2018 in Exelon Common stock, the S&P 500 Stock Index, and the S&P Utility Index; and All dividends are reinvested. 35 Table of Contents Exelon Corporation S&P 500 S&P Utilities ComEd Value of Investment at December 31, 2018 $100.00 $100.00 $100.00 2019 $104.28 $131.49 $126.35 2020 $100.22 $155.68 $126.96 2021 $141.73 $200.37 $149.39 2022 $153.53 $164.08 $151.73 2023 $132.08 $207.21 $140.99 As of January 31, 2024, there were 127,021,399 outstanding shares of Common stock, $12.50 par value, of ComEd, of which 127,002,904 shares were indirectly held by Exelon. As of January 31, 2024, in addition to Exelon, there were 281 record holders of ComEd Common stock. There is no established market for shares of the Common stock of ComEd. PECO As of January 31, 2024, 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, 2024, 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, 2024, Exelon indirectly held the entire membership interest in PHI. Pepco As of January 31, 2024, 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, 2024, 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, 2024, 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, ComEd, PECO, BGE, PHI, Pepco, DPL, and ACE can pay dividends only from retained, undistributed, or current earnings. A significant loss recorded at ComEd, PECO, BGE, PHI, Pepco, DPL, or ACE may limit the dividends that these Registrants 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 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. 36 Table of Contents 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 by the MDPSC and DCPSC that prohibit Pepco from paying a dividend on its common shares if (a) after the dividend payment, Pepco's equity ratio would be below 48% as calculated pursuant to the MDPSC's and DCPSC's ratemaking precedents, 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 by the DEPSC and MDPSC that prohibit DPL from paying a dividend on its common shares if (a) after the dividend payment, DPL's equity ratio would be below 48% as calculated pursuant to the DEPSC's and MDPSC's ratemaking precedents, or (b) DPL’s corporate issuer or senior unsecured credit rating, or its equivalent, is rated by any of the three major credit rating agencies below the generally accepted definition of investment grade. No such event has occurred. ACE is subject to certain dividend restrictions established by settlements approved by the NJBPU that prohibit ACE from paying a dividend on its common shares if (a) after the dividend payment, ACE's common equity ratio would be below 48% as calculated pursuant to the NJBPU's ratemaking precedents, or (b) ACE's senior corporate issuer or 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 notify and 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 event has occurred. Exelon’s Board of Directors approved an updated dividend policy for 2024. The 2024 quarterly dividend will be $0.38 per share. As of December 31, 2023, Exelon had Retained earnings of $5,490 million, ComEd had Retained earnings of $2,374 million, PECO had Retained earnings of $2,019 million, BGE had Retained earnings of $2,244 million, and PHI had Undistributed losses of $275 million. The following table sets forth Exelon’s quarterly cash dividends per share paid during 2023 and 2022: (per share) Exelon Fourth Quarter Third Quarter Second Quarter First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter $ 0.3600 $ 0.3600 $ 0.3600 $ 0.3600 $ 0.3375 $ 0.3375 $ 0.3375 $ 0.3375 2023 2022 37 Table of Contents The following table sets forth PHI's quarterly distributions and ComEd’s, PECO’s, BGE's, Pepco's, DPL's, and ACE's quarterly common dividend payments: 4th Quarter 3rd Quarter 2nd Quarter 1st Quarter 4th Quarter 3rd Quarter 2nd Quarter 1st Quarter 2023 2022 $ $ 187 102 78 103 52 36 15 $ 185 101 79 198 85 37 75 $ 187 101 79 100 67 18 15 $ 187 101 80 112 48 42 21 $ 144 100 74 125 63 48 17 $ 145 99 75 230 100 39 90 $ 145 100 75 293 258 15 19 144 100 76 102 42 41 19 (in millions) ComEd PECO BGE PHI Pepco DPL ACE First Quarter 2024 Dividend On February 21, 2024, Exelon's Board of Directors declared a regular quarterly dividend of $0.38 per share on Exelon’s Common stock for the first quarter of 2024. The dividend is payable on Friday, March 15, 2024, to shareholders of record of Exelon as of 5 p.m. Eastern time on Monday, March 4, 2024. 38 Table of Contents ITEM 6. [RESERVED] 39 Table of Contents Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Dollars in millions except per share data, unless otherwise noted) Exelon Executive Overview Exelon is a utility services holding company engaged in the energy transmission and distribution businesses through its six reportable segments: 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 seven separate operating subsidiary registrants, 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 is separately filed by Exelon, 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 Utility Registrants' year ended December 31, 2022 compared to the year ended December 31, 2021, refer to ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the 2022 Form 10-K, which was filed with the SEC on February 14, 2023. COVID-19. There were no material impacts to the Registrants from unfavorable economic conditions due to COVID-19 for the years ended December 31, 2023 and 2022, other than the 2022 impairment discussed below. The Registrants assessed long-lived assets, goodwill, and investments for recoverability. Exelon and BGE recorded a pre-tax impairment charge of $48 million in 2022 as a result of COVID-19 impacts on office use. See Note 11 — Asset Impairments for additional information related to this impairment assessment. Financial Results of Operations GAAP Results of Operations. The following table sets forth Exelon's GAAP consolidated Net income attributable to common shareholders from continuing operations by Registrant for the year ended December 31, 2023 compared to the same period in 2022. For additional information regarding the financial results for the years ended December 31, 2023 and 2022, see the discussions of Results of Operations by Registrant. Exelon ComEd PECO BGE PHI Pepco DPL ACE Other (a) 2023 2022 Favorable (Unfavorable) Variance $ 2,328 $ 1,090 563 485 590 306 177 120 (400) 2,054 $ 917 576 380 608 305 169 148 (427) 274 173 (13) 105 (18) 1 8 (28) 27 __________ (a) Other primarily includes eliminating and consolidating adjustments, Exelon’s corporate operations, shared service entities, and other financing and investing activities. The separation of Constellation, including Generation and its subsidiaries, met the criteria for discontinued operations and as such, Generation's results of operations are presented as discontinued operations and have been excluded from Exelon's continuing operations for the year ended December 31, 2022 presented in the table 40 Table of Contents above. See Note 1 — Significant Accounting Policies and Note 2 — Discontinued Operations for additional information. Accounting rules require certain BSC costs previously allocated to Generation to be presented as part of Exelon’s continuing operations as these costs do not qualify as expenses of the discontinued operations. Such costs are included in Other in the table above and were $28 million on a pre-tax basis, for the year ended December 31, 2022. There were no such costs included in Exelon's continuing operations for the year ended December 31, 2023 Year Ended December 31, 2023 Compared to Year Ended December 31, 2022. Net income attributable to common shareholders from continuing operations increased by $274 million and Diluted earnings per average common share from continuing operations increased to $2.34 in 2023 from $2.08 in 2022 primarily due to: • • • • • Higher electric distribution and transmission earnings from higher allowed ROE due to an increase in treasury rates and higher rate base at ComEd; Favorable impacts of rate increases at PECO, BGE, and PHI; Favorable impacts of the multi-year plans including the recognition of the reconciliation in 2023 at BGE; Higher carrying costs related to the CMC regulatory assets at ComEd; and Lower BSC costs presented in Exelon’s continuing operations, which were previously allocated to Generation but do not qualify as expenses of the discontinued operation per the accounting rules. The increases were partially offset by: • • • • • • Higher interest expense at PECO, BGE, PHI, and Exelon Corporate; Unfavorable weather at PECO and PHI; Higher depreciation expense at PECO, BGE, and PHI; Higher contracting costs at PHI; Higher storm costs at PECO and BGE; and Higher realized losses from hedging activity at Exelon Corporate. 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-over-year operating results and provide an indication of Exelon’s baseline operating performance excluding items not considered by management to be 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. 41 Table of Contents The following table provides a reconciliation between Net income attributable to common shareholders from continuing operations as determined in accordance with GAAP and Adjusted (non-GAAP) operating earnings for the year ended December 31, 2023 compared to 2022: (In millions, except per share data) Net income attributable to common shareholders from continuing operations $ Mark-to-market impact of economic hedging activities (net of taxes of $1 and $1, respectively) Change in environmental liabilities (net of taxes of $8) ERP system implementation costs (net of taxes of $0) Asset retirement obligations (net of taxes of $1 and $2, respectively) SEC matter loss contingency (net of taxes of $0) (a) Asset impairments (net of taxes of $10) Separation costs (net of taxes of $7 and $10, respectively) Change in FERC audit liability (net of taxes of $4) (b) (c) Income tax-related adjustments (entire amount represents tax expense) Adjusted (non-GAAP) operating earnings (d) 2023 2,328 $ (4) 29 — (1) 46 — 22 11 (54) Earnings per Diluted Share $ 2.34 — 0.03 — — 0.05 — 0.02 0.01 2022 2,054 $ 4 — 1 (4) — 38 24 — (0.05) 2.38 $ 122 2,239 $ Earnings per Diluted Share 2.08 — — — — — 0.04 0.02 — 0.12 2.27 $ 2,377 $ __________ 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. The marginal statutory income tax rates for 2023 and 2022 ranged from 24.0% to 29.0%. (a) Reflects costs related to a multi-year ERP system implementation, which are recorded in Operating and maintenance expense. (b) Reflects costs related to the impairment of an office building at BGE, which are recorded in Operating and maintenance expense. (c) Represents costs related to the separation primarily comprised of system-related costs, third-party costs paid to advisors, consultants, lawyers, and other experts assisting in the separation, and employee-related (d) severance costs, which are recorded in Operating and maintenance expense and Other, net. In 2022, for PECO, primarily reflects an adjustment to exclude one-time non-cash impacts associated with the remeasurement of deferred income taxes as a result of the reduction in Pennsylvania corporate income tax rate. For Corporate, in connection with the separation, Exelon recorded an income tax expense primarily due to the long-term marginal state income tax rate change, the recognition of valuation allowances against the net deferred tax assets positions for certain standalone state filing jurisdictions, and nondeductible transaction costs partially offset by a one-time impact associated with a state tax benefit. In 2023, reflects the adjustment to state deferred income taxes due to changes in forecasted apportionment. Significant 2023 Transactions and Developments 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 (“the separation”). Exelon completed the separation on February 1, 2022. Constellation was newly formed and incorporated in Pennsylvania on June 15, 2021 for the purpose of separation and holds Generation. The separation represented a strategic shift that would have a major effect on Exelon’s operations and financial results. Accordingly, the separation meets the criteria for discontinued operations. See Note 2 — Discontinued Operations of the Combined Notes to Consolidated Financial Statements for additional information on the separation and discontinued operations. 42 Table of Contents In connection with the separation, Exelon incurred separation costs impacting continuing operations of $29 million and $34 million on a pre-tax basis for the year ended December 31, 2023 and 2022, respectively, which are recorded in Operating and maintenance expense. These costs are excluded from Adjusted (non-GAAP) Operating Earnings. The separation costs are primarily comprised of system-related costs, third-party costs paid to advisors, consultants, lawyers, and other experts assisting in the separation, and employee-related severance costs. At-the-Market Program In November and December 2023, Exelon issued approximately 3.6 million shares of Common stock at an average gross price of $39.58 per share. The net proceeds from these issuances were $140 million, which were used for general corporate purposes. See Note 19 — Shareholders' Equity of the Combined Notes to Consolidated Financial Statements for additional information. 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 2023. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on these and other regulatory proceedings. 43 Table of Contents Completed Distribution Base Rate Case Proceedings Registrant/Jurisdiction Filing Date April 15, 2022 ComEd - Illinois January 17, 2023 April 21, 2023 Service Electric Electric Electric PECO - Pennsylvania March 31, 2022 Natural Gas BGE - Maryland Pepco - Maryland DPL - Maryland ACE - New Jersey May 15, 2020 (amended September 11, 2020) February 17, 2023 October 26, 2020 (amended March 31, 2021) May 19, 2022 February 15, 2023 (amended August 21, 2023) Electric Natural Gas Electric Natural Gas Electric Electric Electric Requested Revenue Requirement Increase Approved Revenue Requirement Increase Approved ROE Approval Date Rate Effective Date $ $ $ $ $ $ $ $ $ $ $ 199 $ 1,487 $ 247 $ 82 $ 203 $ 108 $ 199 501 259 55 140 74 7.85% November 17, 2022 January 1, 2023 8.905% December 14, 2023 January 1, 2024 8.91% N/A 9.50 % 9.65 % November 30, 2023 January 1, 2024 October 27, 2022 January 1, 2023 December 16, 2020 January 1, 2021 313 $ 179 9.50% 289 $ 229 9.45% December 14, 2023 January 1, 2024 104 $ 38 92 $ $ 52 29 45 9.55 % June 28, 2021 June 28, 2021 9.60 % December 14, 2022 January 1, 2023 9.60 % November 17, 2023 December 1, 2023 Pending Distribution Base Rate Case Proceedings Registrant/Jurisdiction Pepco - District of Columbia Pepco - Maryland DPL - Delaware Filing Date April 13, 2023 May 16, 2023 (amended January 26, 2024) December 15, 2022 (amended September 29, 2023) Service Requested Revenue Requirement Increase Electric Electric Electric $ $ $ 191 188 39 Requested ROE 10.50% 10.50% 10.50% Expected Approval Timing Third quarter of 2024 Second quarter of 2024 Second quarter of 2024 44 Table of Contents Transmission Formula Rates The following total increases/(decreases) were included in the Utility Registrants' 2023 annual electric transmission formula rate updates. All rates are effective June 1, 2023 to May 31, 2024, subject to review by interested parties pursuant to review protocols of each Utility Registrants' tariff. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. Registrant Initial Revenue Requirement Increase Annual Reconciliation Increase (Decrease) Total Revenue Requirement Increase Allowed Return on Rate Base Allowed ROE ComEd PECO BGE Pepco DPL ACE ComEd's FERC Audit $ $ $ $ $ $ 20 24 19 37 32 41 $ $ $ $ $ $ 63 23 (12) (5) (3) (12) $ $ $ $ $ $ 83 47 4 32 29 29 8.09 % 7.41 % 7.34 % 7.57 % 7.08 % 7.08 % 11.50 % 10.35 % 10.50 % 10.50 % 10.50 % 10.50 % The Utility Registrants are subject to periodic audits and investigations by FERC. FERC’s Division of Audits and Accounting initiated a nonpublic audit of ComEd in April 2021 evaluating ComEd’s compliance with (1) approved terms, rates and conditions of its federally regulated service; (2) accounting requirements of the Uniform System of Accounts; (3) reporting requirements of the FERC Form 1; and (4) the requirements for record retention. The audit period extends back to January 1, 2017. During the first quarter of 2023, ComEd was provided with information from FERC about several potential findings, including ComEd's methodology regarding the allocation of certain overhead costs to capital under FERC regulations. Based on the preliminary findings and discussions with FERC staff, ComEd determined that a loss was probable and recorded a regulatory liability to reflect its best estimate of that loss in the first quarter of 2023. On July 27, 2023, FERC issued a final audit report which included, among other things, findings and recommendations related to ComEd's methodology regarding the allocation of certain overhead costs to capitalized construction costs under FERC regulations, including a suggestion that refunds may be due to customers for amounts collected in previous years. On August 28, 2023, ComEd filed a formal notice of the issues it will contest. On December 14, 2023, FERC appointed a settlement judge for the contested overhead allocation findings. The final outcome and resolution of any contested audit issues as well as a reasonable estimate of potential future losses cannot be accurately estimated at this stage; however, the final resolution of these matters could result in recognition of future losses, above the amounts currently accrued, that could be material to the Exelon and ComEd financial statements. ACE Employee Strike ACE’s collective bargaining agreement with the International Brotherhood of Electrical Workers (IBEW) Local 210, expired on November 2, 2023. On November 5, 2023, IBEW Local 210 initiated a strike in ACE’s service territory. While the work stoppage did not result in a disruption in service to customers, Exelon, PHI, and ACE incurred unfavorable impacts to Net income of approximately $31 million, $31 million, and $32 million for the year ended December 31, 2023. On December 5, 2023, IBEW Local 210 ratified a new collective bargaining agreement with ACE and ceased the work stoppage. 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 45 Table of Contents 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. Legislative and Regulatory Developments Infrastructure Investment and Jobs Act On November 15, 2021, President Biden signed the $1.2 trillion IIJA into law. IIJA provides for approximately $550 billion in new federal spending. Categories of funding include funding for a variety of infrastructure needs, including but not limited to: (1) power and grid reliability and resilience, (2) resilience for cybersecurity to address critical infrastructure needs, and (3) electric vehicle charging infrastructure for alternative fuel corridors. Federal agencies are developing guidelines to implement spending programs under IIJA. The time needed to develop these guidelines will vary with some limited program applications opened as early as the first quarter of 2022. The Registrants continue to evaluate programs under the legislation and consider possible opportunities to apply for funding, either directly or in potential collaborations with state and/or local agencies and key stakeholders. The Registrants cannot predict the ultimate timing and success of securing funding from programs under IIJA. In September 2022, ComEd and BGE applied for the MMG, which establishes and funds construction, improvement, or acquisition of middle mile broadband infrastructure which creates high-speed internet services. The MMG addresses inequitable broadband access by expansion and extension of the middle mile infrastructure in underserved communities. In June 2023, the National Telecommunications and Information Administration (NTIA) announced it selected two of the applications submitted by BGE and ComEd; awarding ComEd and BGE $14.5 million and $15.4 million respectively. The applications selected by NTIA for BGE and ComEd proposed projects designed to enhance electric grid reliability and resiliency while leading and advancing shared local, state, and national goals to increase broadband connectivity, redundancy, affordability, and equity. In March 2023, Exelon, ComEd, and PHI submitted three applications related to the Smart Grid Grants program under section 40107 of IIJA. These applications are focused on replacing existing Advanced Distribution Management Systems (ADMS) in support of distributed energy resources (DERs) and grid-edged technologies, strengthening interoperability and data architecture of systems in support of two- way power flows and accelerating advanced metering deployment in disadvantaged communities. In October 2023, ComEd’s project, Deployment of a Community-Oriented Interoperable Control Framework for Aggregating and Integrating Distributed Energy Resources and Other Grid-Edge Devices, was recommended by the Grid Deployment Office (GDO) for negotiation of a final award up to $50 million. This project will enable ComEd and its local partners to deploy the next generation of grid technologies that support the growth of solar and electric vehicles (EVs), while piloting new local workforce training initiatives to support job creation connected to the clean energy transition. The GDO has indicated the award negotiation process can take approximately 120 days. In April 2023, ComEd, PECO, BGE, and PHI submitted seven applications related to the Grid Resilience Grants program under section 40101(c) of IIJA. These applications are broadly focused on improving grid resilience with an emphasis on disadvantaged communities, relief of capacity constraints and modernizing infrastructure, deployment of DER and microgrid technologies and providing improved resilience through storm hardening projects. In October 2023, PECO’s project, Creating a Resilient, Equitable, and Accessible Transformation in Energy for Greater Philadelphia (CREATE), was recommended by the GDO for negotiation of a final award up to $100 million. This project will support critical electric infrastructure investments to help reduce the impact of extreme weather and historic flooding on the Registrants' electric distribution system. The GDO has indicated the award negotiation process can take approximately 120 days. The Registrants are supporting three different Regional Clean Hydrogen Hub opportunities, covering all five states that Exelon operates in plus Washington D.C. under a program that will create networks of hydrogen producers, consumers, and local connective infrastructure to accelerate the use of hydrogen as a clean energy carrier that can deliver or store energy. Applications for the three opportunities under this program were submitted in April 2023. In October 2023 the DOE announced it selected two of the projects for further negotiation: (1) the Mid-Atlantic Clean Hydrogen Hub (MACH2), which is being supported by PECO and PHI, and (2) the Midwest Alliance for Clean Hydrogen (MachH2), which is being supported by ComEd. In November 2023, the GDO announced up to $3.9 billion available through the second-round funding opportunity of the Grid Resilience and Innovation Partnerships (GRIP) Program for Fiscal Years 2024 and 2025. This funding opportunity focuses on projects that will improve electric transmission by increasing funding and 46 Table of Contents advancing interconnection processes for faster build out of energy projects, create comprehensive solutions that link grid communications systems and operations to increase resilience and reduce power outages and threats, and deploy advanced technologies such as distributed energy resources and battery systems to provide essential grid services to ensure American communities across the country have access to affordable, reliable, clean electricity. Exelon, ComEd, BGE, PHI, Pepco, DPL, and ACE submitted seven concept papers in response to the second round of the GRIP program. The concept papers are focused on improving the resilience of the electric grid and deployment of technologies to enhance grid flexibility and deliver benefits to customers and communities across the Exelon footprint. The GDO is expected to issue notifications of encouragement/discouragement for full applications in the first quarter of 2024. Exelon cannot predict if their concept papers will receive a notification of encouragement to submit a full application. PJM Regional Transmission Expansion On April 6, 2023, PJM received a deactivation notice for Brandon Shores, a 1,282 MW coal generation plant located in BGE service territory. The deactivation was requested for June 1, 2025 and will result in numerous reliability issues across the region. In June 2023, PJM assigned a portion of transmission system upgrades to mitigate these reliability impacts to PECO, BGE, and Pepco. In July 2023, PJM Board of Managers approved assigning Exelon transmission system upgrades to mitigate these reliability impacts to PECO, BGE, and Pepco. The initial projected capital expenditures associated with these upgrades are approximately $80 million, $650 million, and $80 million for PECO, BGE, and Pepco, respectively. These amounts include a scope reduction estimated by PJM for PECO of $60 million associated with a transmission proposal window, as disclosed at a Transmission Expansion Advisory Committee meeting on October 31, 2023. The upgrades are expected to be completed by the end of 2028. Separately, PJM held a competitive transmission proposal window from February 24, 2023 through May 31, 2023 to address reliability issues driven by significant load increases in northern Virginia. PECO, BGE, and Pepco submitted four solution proposals. At a meeting of the Transmission Expansion Advisory Committee on October 31, 2023, PJM recommended that PECO, BGE, Pepco, and DPL be awarded a portion of the work for the proposed solution. Initial estimated costs for these upgrades are approximately $70 million, $700 million, $80 million, and $5 million for PECO, BGE, Pepco, and DPL, respectively. The PJM Board of Managers approved the solution in December 2023 and the upgrades are expected to be completed by the end of 2030. 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 uncertain and that may change in subsequent periods. Additional information on the application of these accounting policies can be found in the Combined Notes to Consolidated Financial Statements. Goodwill (Exelon, ComEd, and PHI) As of December 31, 2023, Exelon’s $6.6 billion carrying amount of goodwill consists 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 12 — 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 47 Table of Contents 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 2023 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 12 — Intangible Assets of the Combined Notes to Consolidated Financial Statements for additional information. Unamortized Energy Contract Liabilities (Exelon and PHI) Unamortized energy contract liabilities represent the remaining unamortized balances of non-derivative electricity contracts that Exelon acquired as part of the PHI merger. The initial amount recorded represents the difference between the fair value of the contracts at the time of acquisition and the contract value based on the terms of each contract. Offsetting regulatory assets were also recorded for those energy contract costs that are probable of recovery through customer rates. The unamortized energy contract liabilities and the corresponding regulatory assets, 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 liabilities are recorded through Purchased power and fuel expense. See Note 3 — Regulatory Matters and Note 12 — Intangible Assets of the Combined Notes to Consolidated Financial Statements for additional information. Depreciable Lives of Property, Plant, and Equipment (All Registrants) The Registrants have significant investments in electric and natural gas transmission and distribution assets. These assets are generally depreciated on a straight-line basis, using the group, or composite 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 conducted periodically and as required by a rate regulator or regulatory action, or changes in retirement patterns indicate an update is necessary. Depreciation studies generally serve as the basis for amounts allowed in customer rates for recovery of depreciation costs. Generally, the 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. 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. Changes in estimated useful lives 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. 48 Table of Contents Retirement Benefits (All Registrants) Exelon sponsors defined benefit pension plans and OPEB plans. 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 cash and cash equivalents, 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, private credit, 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-2021 improvement scale adjusted to use Proxy SSA ultimate improvement rates. 49 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: Actuarial Assumption Change in 2023 cost: Discount rate (a) EROA Change in benefit obligation at December 31, 2023: Discount rate (a) Actual Assumption (Decrease) Increase Pension 5.53% 5.53% 7.00% 7.00% 5.19% 5.19% OPEB 5.51% 5.51% 6.50% 6.50% 5.17% 5.17% Change in Assumption 0.5% (0.5)% 0.5% (0.5)% 0.5% (0.5)% Pension OPEB Total $ $ $ $ $ $ (17) $ $ 21 (54) $ $ 54 (449) $ 513 $ $ (2) 2 $ (6) $ 6 $ (82) $ $ 92 (19) 23 (60) 60 (531) 605 __________ (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 14 — 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 (All Registrants) For their regulated electric and gas operations, the 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, the 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 gains (losses) to be included in net income that could result from the elimination of regulatory assets and liabilities and charges against OCI related to deferred costs associated with Exelon's pension and OPEB plans that are recorded as Regulatory assets in Exelon's Consolidated Balance Sheets (before taxes) at December 31, 2023: (In millions) Gain (loss) Charge against OCI (a) Exelon ComEd PECO BGE PHI Pepco DPL ACE $ 1,920 (2,868) $ 3,555 $ — (514) $ — (156) $ — (949) $ — (203) $ — 143 $ — (462) — ___________ (a) Exelon's charge against OCI (before taxes) consists of up to $2.1 billion, $355 million, $485 million, $298 million, $122 million, and $22 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 $102 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. 50 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 of the Registrants. For each regulatory jurisdiction in which they conduct business, the 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 the 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. Derivative Financial Instruments (All Registrants) The Registrants use derivative instruments to manage commodity price risk and interest rate risk related to ongoing business operations. See Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information. 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 underlying and one or more notional quantities. All derivatives are recognized on the balance sheet at their fair value, except for certain derivatives that qualify for, and are elected under, NPNS. For derivatives that qualify and are designated as cash flow hedges, changes in fair value each period are initially recorded in AOCI and recognized in earnings when the hedged transaction affects earnings. For derivatives intended to serve as economic hedges, which are not designated for hedge accounting, changes in fair value each period are recognized in earnings on the Consolidated Statement of Operations and Comprehensive Income or are recorded as a regulatory asset or liability when there is an ability to recover or return the associated costs or benefits in accordance with regulatory requirements. NPNS. Contracts that are designated as NPNS are not required to be recorded at fair value, but rather on an accrual basis of accounting. Determining whether a contract qualifies for NPNS requires judgment on whether the contract will physically deliver and requires that management ensure compliance with all the associated qualification and documentation requirements. For all NPNS derivative instruments, accounts payable is recorded when derivatives settle and expense is recognized in earnings as the underlying physical commodity is consumed. Contracts that qualify for 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, and the contract is not financially settled on a net basis. See Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for all contracts that are accounted for under NPNS. Commodity Contracts. The Registrants make estimates and assumptions concerning future commodity prices, interest rates, and the timing of future transactions and their probable cash flows in deciding whether to enter derivative transactions, and in determining the initial accounting treatment for derivative transactions. The Registrants categorize these derivatives under a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Derivative contracts can be 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 derivative pricing is verified using indicative price quotations available through brokers or over-the-counter, online exchanges. For derivatives that trade in liquid markets, 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, and both historical and current market data in the assessment of nonperformance risk. The impacts of nonperformance and credit risk to date have generally not been material to the Registrants’ financial statements. 51 Table of Contents Interest Rate Derivative Instruments. Exelon Corporate utilizes interest rate swaps to manage interest rate risk on existing and planned future debt issuances as well as potential fluctuations in Electric operating revenues at the corporate level in consolidation, which are directly correlated to yields on U.S. Treasury bonds under ComEd's distribution formula rate. The fair value of the swaps is calculated by discounting the future net cash flows to the present value based on the terms and conditions of the agreements and the forward interest rate curves. As these inputs are based on observable data and valuations of similar instruments, the interest rate derivatives are primarily categorized in Level 2 in the fair value hierarchy. See ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK and Note 17 — Fair Value of Financial Assets and Liabilities and Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information regarding the Registrants’ derivative instruments. Income Taxes (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 13 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information. 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, 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 18 — 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 52 Table of Contents 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 to the Registrants’ consolidated financial statements. Revenues (All Registrants) Sources of Revenue and Determination of Accounting Treatment. The Registrants earn revenues from the sale and delivery of power and natural gas in regulated markets. 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, and Alternative Revenue Program accounting guidance to recognize revenues 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 and natural gas are physically delivered to the customer. Transactions of the Registrants within the scope of Revenue from Contracts with Customers generally include sales to utility customers under regulated service tariffs. The determination of the Registrants' power and natural gas sales to individual customers is based on systematic readings of customer meters, generally monthly. 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 Registrant’s 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 alternative 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. Alternative Revenue Program Accounting. Certain of the 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 Registrants’ formula rate mechanisms and revenue decoupling mechanisms, the 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 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, DPL, and ACE 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, DCPSC, and/or NJBPU 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. 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 53 Table of Contents 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 (All Registrants) The 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 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. The Registrants' customer accounts are written off consistent with approved regulatory requirements. The 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, DEPSC, and NJBPU regulations. 54 Table of Contents Results of Operations by Registrant Results of Operations—ComEd Operating revenues Operating expenses Purchased power 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 ComEd Favorable (Unfavorable) Variance 2,083 (1,707) (38) (80) 5 (1,820) 2 265 (63) 21 (42) 223 (50) 173 2023 2022 $ 7,844 $ 5,761 $ 2,816 1,450 1,403 369 6,038 — 1,806 (477) 75 (402) 1,404 314 1,109 1,412 1,323 374 4,218 (2) 1,541 (414) 54 (360) 1,181 264 $ 1,090 $ 917 $ Year Ended December 31, 2023 Compared to Year Ended December 31, 2022. Net income increased by $173 million primarily due to increases in electric distribution formula rate earnings (reflecting higher allowed ROE due to an increase in U.S. Treasury rates and the impacts of higher rate base) and carrying costs related to CMC regulatory assets. The changes in Operating revenues consisted of the following: Distribution Transmission Energy efficiency Other Regulatory required programs Total increase 2023 vs. 2022 Increase 384 11 64 7 466 1,617 2,083 $ $ 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. 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. Electric distribution revenue increased during the year ended December 31, 2023, compared to the same period in 2022, due to higher allowed ROE due to an increase in U.S. Treasury rates, the impact of a higher rate base, and higher fully recoverable costs. 55 Table of Contents ComEd 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 revenues increased during the year ended December 31, 2023, compared to the same period in 2022, primarily due to the impact of a higher rate base and higher fully recoverable costs. 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 during the year ended December 31, 2023, compared to the same period in 2022, primarily due to the impact of a higher rate base, and increased regulatory asset amortization, which is fully recoverable. Other Revenue primarily includes assistance provided to other utilities through mutual assistance programs. Other revenue increased for the year ended December 31, 2023, compared to the same period in 2022, which 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, ETAC, and costs related to electricity, ZEC, CMC, and REC procurement. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information regarding CMCs. ETAC is a retail customer surcharge collected by electric utilities operating in Illinois established by CEJA and remitted to an Illinois state agency for programs to support clean energy jobs and training. 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 either acts as the billing agent or the competitive supplier separately bills its own customers, 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, CMC, 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, CMCs, 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 $1,707 million for the year ended December 31, 2023, compared to the same period in 2022, in Purchased power expense is primarily due to the CMCs from the participating nuclear- powered generating facilities, which is offset by an increase in Operating revenues as part of regulatory required programs. See Note 3 - Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information regarding CMCs. 56 Table of Contents The changes in Operating and maintenance expense consisted of the following: BSC costs Labor, other benefits, contracting, and materials Storm-related costs Pension and non-pension postretirement benefits expense Other Regulatory required programs Total increase (a) 2023 vs. 2022 Increase (Decrease) $ $ __________ (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 changes in Depreciation and amortization expense consisted of the following: Depreciation and amortization Regulatory asset amortization (a) (b) Total increase __________ (a) Reflects ongoing capital expenditures and higher depreciation rates effective January 2023. (b) Includes amortization of ComEd's energy efficiency formula rate regulatory asset. 2023 vs. 2022 Increase $ $ ComEd 36 35 (10) (13) 53 101 (63) 38 64 16 80 Interest expense, net increased $63 million for the year ended December 31, 2023, compared to the same period in 2022, primarily due to an increase in interest rates and the issuance of debt in 2022 and 2023. Effective income tax rates were 22.4% and 22.4% for the years ended December 31, 2023 and 2022, respectively. See Note 13 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the effective income tax rates. 57 Table of Contents Results of Operations—PECO Operating revenues Operating expenses Purchased power and fuel 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 PECO 2023 2022 $ 3,894 $ 3,903 $ (Unfavorable) Favorable Variance 1,544 1,003 397 202 3,146 748 (201) 36 (165) 583 20 1,535 992 373 202 3,102 801 (177) 31 (146) 655 79 $ 563 $ 576 $ (9) (9) (11) (24) — (44) (53) (24) 5 (19) (72) 59 (13) Year Ended December 31, 2023 Compared to Year Ended December 31, 2022. Net income decreased by $13 million, primarily due to unfavorable weather and increases in depreciation and amortization expense and interest expense, partially offset by an increase in gas distribution rates and Pennsylvania corporate income tax legislation passed in July 2022 driving a one-time non-cash decrease to net income for 2022. The changes in Operating revenues consisted of the following: Weather Volume Pricing Transmission Other Regulatory required programs Total decrease 2023 vs. 2022 (Decrease) Increase Electric Gas Total $ $ (103) $ 1 31 23 (3) (51) 88 37 $ (37) $ 1 52 — 6 22 (68) (46) $ (140) 2 83 23 3 (29) 20 (9) 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, 2023 compared to the same period in 2022, 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, 2023 compared to the same period in 2022 and normal weather consisted of the following: 58 Table of Contents PECO Service Territory Heating Degree-Days Cooling Degree-Days PECO For the Years Ended December 31, % Change 2023 2022 Normal 2023 vs. 2022 2023 vs. Normal 3,587 1,345 4,135 1,743 4,399 1,440 (13.3)% (22.8)% (18.5)% (6.6)% Volume. Electric volume, exclusive of the effects of weather, for the year ended December 31, 2023 compared to the same period in 2022, remained relatively consistent. Natural gas volume for the year ended December 31, 2023 compared to the same period in 2022, remained relatively consistent. Electric Retail Deliveries to Customers (in GWhs) Residential Small commercial & industrial Large commercial & industrial Public authorities & electric railroads Total electric retail deliveries (a) 2023 2022 % Change Weather - Normal % Change (b) 13,262 7,367 13,638 606 34,873 14,379 7,701 14,046 638 36,764 (7.8)% (4.3)% (2.9)% (5.0)% (5.1)% 0.5 % (0.3) % (0.8) % (5.0) % (0.3) % __________ (a) Reflects delivery volumes 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) Residential Small commercial & industrial Large commercial & industrial Transportation Total natural gas deliveries (a) At December 31, 2023 2022 1,535,927 156,248 3,127 10,417 1,705,719 1,525,635 155,576 3,121 10,393 1,694,725 2023 2022 % Change Weather - Normal % Change (b) 35,842 21,182 51 23,741 80,816 42,135 23,449 31 25,011 90,626 (14.9)% (9.7)% 64.5 % (5.1)% (10.8)% (3.2) % (1.7) % 2.7 % (2.4) % (2.6) % __________ (a) Reflects delivery volumes from customers purchasing natural gas directly from PECO and customers purchasing electricity 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. Number of Gas Customers Residential Small commercial & industrial Large commercial & industrial Transportation Total At December 31, 2023 2022 507,197 45,001 9 627 552,834 502,944 44,957 9 655 548,565 Pricing for the year ended December 31, 2023 compared to the same period in 2022 increased primarily due to an increase in gas distribution rates charged to customers, coupled with higher overall effective rates for both electric and gas attributable to decreased usage. 59 Table of Contents PECO 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. Other Revenue primarily includes revenue related to late payment charges. Other revenues for the year ended December 31, 2023 compared to the same period in 2022, remained relatively consistent. 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 either acts as the billing agent or the competitive supplier separately bills its own customers and therefore PECO 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 increase of $9 million for the year ended December 31, 2023, compared to the same period in 2022, 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: Storm-related costs BSC costs Pension and non-pension postretirement benefits expense Labor, other benefits, contracting, and materials Other (a) Regulatory Required Programs Total increase __________ (a) Due to one-time charitable contributions for the year ended December 31, 2022 The changes in Depreciation and amortization expense consisted of the following: Depreciation and amortization (a) Regulatory asset amortization Total increase __________ (a) Depreciation and amortization expense increased primarily due to ongoing capital expenditures. 2023 vs. 2022 Increase (Decrease) 2023 vs. 2022 Increase 22 15 (3) (2) (31) 1 10 11 24 — 24 $ $ $ $ Interest expense, net increased $24 million for the year ended December 31, 2023, compared to the same period in 2022, primarily due to the issuance of debt in 2022 and 2023 and increases in interest rates. 60 Table of Contents PECO Effective income tax rates were 3.4% and 12.1% for the years ended December 31, 2023 and 2022, respectively. See Note 13 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the effective income tax rates. 61 Table of Contents Results of Operations—BGE Operating revenues Operating expenses Purchased power and fuel 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 Favorable (Unfavorable) Variance 132 36 136 (24) (17) 131 263 (30) (3) (33) 230 (125) 105 2023 2022 $ 4,027 $ 3,895 $ 1,531 741 654 319 3,245 782 (182) 18 (164) 618 133 1,567 877 630 302 3,376 519 (152) 21 (131) 388 8 $ 485 $ 380 $ Year Ended December 31, 2023 Compared to Year Ended December 31, 2022. Net income increased $105 million primarily due to favorable impacts of the multi-year plans including the recognition of the reconciliation in 2023 and an asset impairment in 2022, partially offset by an increase in depreciation expense, interest expense, and increase in income taxes in 2023 as compared to 2022. See Note 11 — Asset Impairments for additional information on the asset impairment and Note 3 — Regulatory Matters for additional information on multi-year plan order. The changes in Operating revenues consisted of the following: Distribution Transmission Other Regulatory required programs Total increase (decrease) 2023 vs. 2022 Increase (Decrease) Electric Gas Total 78 56 (1) 133 104 237 $ $ $ 45 — 2 47 (152) (105) $ 123 56 1 180 (48) 132 $ $ 62 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 monthly rate adjustment that provides for fixed distribution revenue 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. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on revenue decoupling for BGE. 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 At December 31, 2023 2022 1,211,889 115,787 13,072 261 1,341,009 At December 31, 2023 2022 657,823 37,993 6,309 702,125 1,204,429 115,524 12,839 266 1,333,058 655,373 38,207 6,233 699,813 Distribution Revenue increased for the year ended December 31, 2023 compared to the same period in 2022, due to favorable impacts of the multi-year plans. 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. Transmission revenue increased for the year ended December 31, 2023 compared to the same period in 2022 primarily due to increases in underlying costs and capital investments. Other Revenue includes revenue related to late payment charges, mutual assistance, off-system sales, and service application fees. Other Revenue remained relatively consistent for the year ended December 31, 2023 compared to the same period in 2022. 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. See Note 5 — Segment Information of the Combined Notes to Consolidated Financial Statements for the presentation of BGE's revenue disaggregation. The decrease of $36 million for the year ended December 31, 2023 compared to the same period in 2022 in Purchased power and fuel expense is fully offset in Operating revenues as part of regulatory required programs. 63 Table of Contents The changes in Operating and maintenance expense consisted of the following: BSC costs Storm-related costs Labor, other benefits, contracting, and materials Pension and non-pension postretirement benefits expense Credit loss expense Impairment on long-lived assets (b) Multi-year plan reconciliations Other (a) Regulatory required programs Total decrease __________ (a) See Note 11 — Asset Impairments for additional information on the asset impairment taken in 2022. (b) See Note 3 — Regulatory Matters for additional information on multi-year plan reconciliations. The changes in Depreciation and amortization expense consisted of the following: Depreciation and amortization Regulatory required programs (a) Regulatory asset amortization Total increase __________ (a) Depreciation and amortization increased primarily due to ongoing capital expenditures. BGE 18 12 12 5 (8) (48) (112) (17) (138) 2 (136) 30 (5) (1) 24 2023 vs. 2022 Increase (Decrease) 2023 vs. 2022 Increase (Decrease) $ $ $ $ Taxes other than income taxes increased by $17 million for the year ended December 31, 2023 compared to the same period in 2022, primarily due to increased property taxes. Interest expense, net increased $30 million for the year ended December 31, 2023 compared to the same period in 2022, due to the issuance of debt in 2022 and 2023 and increases in interest rates. Effective income tax rates were 21.5% and 2.1% for the years ended December 31, 2023 and 2022, respectively. The change is primarily due to decreases in the multi-year plans' accelerated income tax benefits in 2023 compared to 2022. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on both the three-year electric and natural gas distribution multi-year plans and Note 13 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the effective income tax rates. 64 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, 2023 compared to the same period in 2022. See the Results of Operations for Pepco, DPL, and ACE for additional information. PHI Pepco DPL ACE Other (a) 2023 2022 (Unfavorable) Favorable Variance $ 590 $ 306 177 120 (13) 608 $ 305 169 148 (14) (18) 1 8 (28) 1 __________ (a) Primarily includes eliminating and consolidating adjustments, PHI's corporate operations, shared service entities, and other financing and investing activities. Year Ended December 31, 2023 Compared to Year Ended December 31, 2022. Net income decreased by $18 million primarily due to higher contracting costs as a result of the ACE employee strike, an increase in environmental liabilities at Pepco, an increase in interest expense, depreciation expense, and unfavorable weather at DPL Delaware electric and natural gas service territories, partially offset by higher distribution rates at DPL Delaware, favorable impacts of the Pepco Maryland and DPL Maryland multi-year plans, and higher transmission rates. 65 Table of Contents Results of Operations—Pepco Operating revenues Operating expenses Purchased power 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 Pepco Favorable (Unfavorable) Variance 293 (140) (65) (24) (8) (237) 9 65 (15) 11 (4) 61 (60) 1 2023 2022 $ 2,824 $ 2,531 $ 974 572 441 390 2,377 9 456 (165) 66 (99) 357 51 834 507 417 382 2,140 — 391 (150) 55 (95) 296 (9) $ 306 $ 305 $ Year Ended December 31, 2023 Compared to Year Ended December 31, 2022. Net income increased by $1 million primarily due to favorable impacts of the Maryland multi-year plan, higher transmission rates, customer growth, and a gain on sale of land in the fourth quarter of 2023, partially offset by an increase in environmental liabilities, depreciation expense, and interest expense. Distribution Transmission Other Regulatory required programs Total increase 2023 vs. 2022 Increase 94 55 3 152 141 293 $ $ 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 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. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on revenue decoupling for Pepco Maryland and District of Columbia. Number of Electric Customers Residential Small commercial & industrial Large commercial & industrial Public authorities & electric railroads Total At December 31, 2023 2022 866,018 54,142 22,941 208 943,309 856,037 54,339 22,841 197 933,414 66 Table of Contents Pepco Distribution Revenue increased for the year ended December 31, 2023 compared to the same period in 2022, primarily due to higher rates due to the expiration of customer offsets, favorable impacts of the Maryland multi-year plan, and customer growth. 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. Transmission revenue increased for the year ended December 31, 2023 compared to the same period in 2022 primarily due to increases in underlying costs and capital investment. 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, 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, Pepco 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 increase of $140 million for the year ended December 31, 2023 compared to the same period in 2022, in Purchased power expense is fully offset in Operating revenues as part of regulatory required programs. 67 Table of Contents The changes in Operating and maintenance expense consisted of the following: Labor, other benefits, contracting, and materials BSC and PHISCO costs Pension and non-pension postretirement benefits expense Credit loss expense Storm-related costs (a) Other Regulatory required programs Total increase __________ (a) Primarily reflects an increase in environmental liabilities for the year ended December 31, 2023. The changes in Depreciation and amortization expense consisted of the following: Depreciation and amortization (a) Regulatory asset amortization Regulatory required programs Total increase __________ (a) Depreciation and amortization increased primarily due to ongoing capital expenditures. Pepco 26 14 11 (3) (9) 16 55 10 65 22 13 (11) 24 2023 vs. 2022 Increase (Decrease) 2023 vs. 2022 Increase (Decrease) $ $ $ $ Taxes other than income taxes increased $8 million for the year ended December 31, 2023 compared to the same period in 2022, primarily due to an increase in property taxes. Interest expense, net increased $15 million for the year ended December 31, 2023 compared to the same period in 2022 primarily due to an increase in interest rates and the issuance of debt in 2022 and 2023. Gain on sales of assets for the year ended December 31, 2023 compared to the same period in 2022 increased $9 million due to the sale of land in the fourth quarter of 2023. Other, net increased $11 million for the year ended December 31, 2023 compared to the same period in 2022, primarily due to higher AFUDC equity. Effective income tax rates were 14.3% and (3.0)% for the years ended December 31, 2023 and 2022, respectively. See Note 13 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the effective income tax rates. 68 Table of Contents Results of Operations—DPL Operating revenues Operating expenses Purchased power and fuel 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 Favorable (Unfavorable) Variance 93 (31) (15) (12) (3) (61) 32 (8) 5 (3) 29 (21) 8 2023 2022 $ 1,688 $ 1,595 $ 737 364 244 75 1,420 268 (74) 18 (56) 212 35 706 349 232 72 1,359 236 (66) 13 (53) 183 14 $ 177 $ 169 $ Year Ended December 31, 2023 Compared to Year Ended December 31, 2022. Net income increased by $8 million primarily due to favorable impacts of the Maryland multi-year plan, higher Delaware electric and natural gas distribution rates, and higher transmission rates, partially offset by unfavorable weather conditions in Delaware electric and natural gas service territories, and an increase in depreciation expense and interest expense. The changes in Operating revenues consisted of the following: Weather Volume Distribution Transmission Other Regulatory required programs Total increase 2023 vs. 2022 (Decrease) Increase Electric Gas Total $ $ (10) $ (6) 34 42 5 65 61 126 $ $ (6) (5) 7 — — (4) (29) (33) $ (16) (11) 41 42 5 61 32 93 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 BSA that provides for a fixed distribution charge per customer by customer class. While Operating revenues from electric distribution customers in Maryland are not impacted by abnormal weather or usage per customer, they are impacted by changes in the number of customers. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on revenue decoupling for DPL Maryland. 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, 2023 compared to the same period in 2022, Operating revenues 69 Table of Contents DPL related to weather decreased due to unfavorable weather conditions in DPL's Delaware electric and natural gas service territories. 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, 2023 compared to same period in 2022 and normal weather consisted of the following: Delaware Electric Service Territory Heating Degree-Days Cooling Degree-Days Delaware Natural Gas Service Territory Heating Degree-Days For the Years Ended December 31, % Change 2023 2022 Normal 2023 vs. 2022 2023 vs. Normal 3,845 1,275 4,428 1,382 4,585 1,276 For the Years Ended December 31, (13.2)% (7.7)% % Change (16.1)% (0.1)% 2023 2022 Normal 2023 vs. 2022 2023 vs. Normal 3,845 4,428 4,662 (13.2)% (17.5)% Volume, exclusive of the effects of weather, decreased for the year ended December 31, 2023 compared to the same period in 2022 primarily due to customer usage, partially offset by customer growth. Electric Retail Deliveries to Delaware Customers (in GWhs) 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 2023 2022 % Change Weather - Normal % Change (b) 3,065 1,399 3,071 33 7,568 3,242 1,443 3,162 33 7,880 (5.5)% (3.0)% (2.9)% — % (4.0)% At December 31, 2023 2022 485,713 64,220 1,260 593 551,786 (1.4)% (1.4)% (2.0)% 1.2 % (1.6)% 481,688 63,738 1,235 597 547,258 __________ (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) 2023 2022 % Change Weather - Normal % Change (b) 7,326 3,660 1,588 6,004 18,578 8,709 4,176 1,697 6,696 21,278 (15.9)% (12.4)% (6.4)% (10.3)% (12.7)% (6.4) % (2.1) % (6.4) % (7.1) % (5.7) % 70 Table of Contents Number of Delaware Natural Gas Customers Residential Small commercial & industrial Large commercial & industrial Transportation Total DPL 129,502 10,144 17 156 139,819 At December 31, 2023 2022 129,903 10,133 14 163 140,213 __________ (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, 2023 compared to the same period in 2022 primarily due favorable impacts of the Maryland multi-year plan that became effective January 2023, favorable impacts of the higher electric distribution rates in Delaware that became effective July 2023, and higher natural gas distribution rates effective in August 2022. 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. Transmission revenue increased for the year ended December 31, 2023 compared to the same period in 2022 primarily due to increases in underlying costs and capital investment. 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. All customers have the choice to purchase electricity from competitive electric generation suppliers; however, only certain commercial and industrial customers have the choice to purchase natural gas from competitive natural gas 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 either acts as the billing agent or the competitive supplier separately bills its own customers, 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 increase of $31 million for the year ended December 31, 2023 compared to the same period in 2022, in Purchased power and fuel expense is fully offset in Operating revenues as part of regulatory required programs. 71 Table of Contents The changes in Operating and maintenance expense consisted of the following: Pension and non-pension postretirement benefits expense Storm-related costs BSC and PHISCO costs Labor, other benefits, contracting, and materials Credit loss expense Other Total increase The changes in Depreciation and amortization expense consisted of the following: Depreciation and amortization (a) Regulatory asset amortization Regulatory required programs Total increase DPL 6 5 4 1 (3) 2 15 17 (1) (4) 12 2023 vs. 2022 Increase (Decrease) 2023 vs. 2022 Increase (Decrease) $ $ $ $ __________ (a) For the year ended December 31, 2023, reflects ongoing capital expenditures, higher distribution depreciation rates in Maryland effective March 2022, and higher transmission depreciation rates effective September 2022. Interest expense, net increased $8 million for the year ended December 31, 2023 compared to the same period in 2022 primarily due to the issuance of debt in 2022 and 2023. Other, net increased $5 million for the year ended December 31, 2023 compared to the same period in 2022, primarily due to higher AFUDC equity. Effective income tax rates were 16.5% and 7.7% for the years ended December 31, 2023 and 2022, respectively. See Note 13 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the change in effective income tax rates. 72 Table of Contents Results of Operations—ACE Operating revenues Operating expenses Purchased power 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 ACE Favorable (Unfavorable) Variance 91 (13) (55) (22) 1 (89) 2 (6) 9 3 5 (33) (28) 2023 2022 $ 1,522 $ 1,431 $ 637 386 283 8 1,314 208 (72) 20 (52) 156 36 624 331 261 9 1,225 206 (66) 11 (55) 151 3 $ 120 $ 148 $ Year Ended December 31, 2023 Compared to Year Ended December 31, 2022. Net income decreased $28 million primarily due to higher contracting costs primarily due to the ACE employee strike, and an increase in depreciation expense, and interest expense, partially offset by higher transmission rates. The changes in Operating revenues consisted of the following: Distribution Transmission Other Regulatory required programs Total increase 2023 vs. 2022 Increase 33 46 1 80 11 91 $ $ Revenue Decoupling. The demand for electricity is affected by weather and customer usage. However, Operating revenues from electric distribution in New Jersey are not impacted by abnormal weather or usage per customer as a result of the CIP which became effective, prospectively, in the third quarter of 2021. The CIP compares current distribution revenues by customer class to approved target revenues established in ACE’s most recent distribution base rate case. The CIP is calculated annually, and recovery is subject to certain conditions, including an earnings test and ceilings on customer rate increases. While Operating revenues are not impacted by abnormal weather or usage per customer, they are impacted by changes in the number of customers. See Note 3 — Regulatory Matters of the Combined Notes to the Consolidated Financial Statements for additional information on the ACE CIP. 73 Table of Contents Number of Electric Customers Residential Small commercial & industrial Large commercial & industrial Public authorities & electric railroads Total ACE 502,247 62,246 3,051 734 568,278 At December 31, 2023 2022 504,919 62,646 2,909 727 571,201 Distribution Revenue increased for the year ended December 31, 2023 compared to the same period in 2022 due to higher distribution rates primarily due to the expiration of customer credits related to the TCJA tax benefits. 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. Transmission revenue increased for the year ended December 31, 2023 compared to the same period in 2022 primarily due to increases in capital investment and underlying costs. 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. 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, ACE 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 $13 million for the year ended December 31, 2023 compared to same period in 2022, 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 BSC and PHISCO costs Pension and non-pension postretirement benefits expense Storm-related costs (a) Credit loss expense Other Regulatory required programs Total increase (b) __________ (a) Reflects an increase in contracting costs for the year ended December 31, 2023, primarily due to the ACE employee strike. 74 2023 vs. 2022 Increase (Decrease) 41 9 1 1 1 3 56 (1) 55 $ $ Table of Contents (b) 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 required programs Total increase (b) 2023 vs. 2022 Increase (Decrease) $ $ ACE 23 (1) 22 __________ (a) Depreciation and amortization increased primarily due to ongoing capital expenditures and higher transmission depreciation rates effective September 2022. (b) Regulatory required programs decreased primarily due to the regulatory asset amortization of the PPA termination obligation which is fully offset in Operating revenues. Interest expense, net increased $6 million for the year ended December 31, 2023 compared to the same period in 2022 primarily due to an increase in interest rates and the issuance of debt in 2022 and 2023. Effective income tax rates were 23.1% and 2.0% for the years ended December 31, 2023 and 2022, respectively. See Note 13 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the 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, 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, and credit line sizing, focusing on maintaining its investment grade ratings while meeting its cash needs to fund capital requirements, including construction expenditures, retire debt, pay dividends, and fund pension and OPEB obligations. 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. 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 $4.0 billion, as of December 31, 2023. The Registrants 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 and Cash Requirements” section below for additional information. The Registrants expect cash flows to be sufficient to meet operating expenses, financing costs, and capital expenditure requirements. See Note 16 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on the Registrants’ debt and credit agreements. Cash flows related to Generation have not been presented as discontinued operations and are included in the Consolidated Statements of Cash Flows for all periods presented. The Exelon Consolidated Statement of Cash Flows for the year ended December 31, 2023 includes no cash flows from Generation. The Exelon Consolidated Statement of Cash Flows for the year ended December 31, 2022 includes one months of cash flows from Generation. See below for additional reasons for the changes in cash flows. Cash Flows from Operating Activities 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 75 Table of Contents regulatory proceedings with respect to their rates or operations, and their ability to achieve operating cost reductions. Additionally, ComEd is required to purchase CMCs from participating nuclear-powered generating facilities for a five-year period, and all of its costs of doing so will be recovered through a new rider. The price to be paid for each CMC is established through a competitive bidding process. ComEd will provide net payments to, or collect net payments from, customers for the difference between customer credits issued and the credit to be received from the participating nuclear-powered generating facilities. ComEd’s cash flows are affected by the establishment of CMC prices and the timing of recovering costs through the CMC regulatory asset. See Note 3 — Regulatory Matters and Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information on regulatory and legal proceedings and proposed legislation. The following table provides a summary of the change in cash flows from operating activities for the years ended December 31, 2023 and 2022 by Registrant: Increase (decrease) in cash flows from operating activities Net income Adjustments to reconcile net income to cash: Non-cash operating activities Option premiums (paid), net Collateral (paid) received, net Income taxes Pension and non-pension postretirement benefit contributions Regulatory assets and liabilities, net Changes in working capital and other noncurrent assets and liabilities Exelon ComEd PECO BGE PHI Pepco DPL ACE $ 157 $ 173 $ (13) $ 105 $ (18) $ 1 $ 8 $ (864) 39 (1,394) 52 487 887 469 (336) — 18 106 143 973 (426) (116) — — 106 17 14 170 (103) — (41) 54 49 (132) 259 28 — (344) 66 54 75 193 34 — (49) 79 (1) 24 140 228 (16) — (199) 26 (3) 59 80 (28) 5 — (96) (11) 4 (28) (29) (Decrease) increase in cash flows from operating activities $ (167) $ 651 $ 178 $ 191 $ 54 $ $ (45) $ (183) 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. See above for additional information related to cash flows from Generation. Significant operating cash flow impacts for the Registrants and Generation for the years ended December 31, 2023 and 2022 were as follows: • • • • See Note 22 —Supplemental Financial Information of the Combined Notes to Consolidated Financial Statements and the Registrants’ Consolidated Statements of Cash Flows for additional information on non-cash operating activities. Changes in collateral depended upon whether the Registrant was in a net mark-to-market liability or asset position, and collateral may have been required to be posted with or collected from its counterparties. In addition, the collateral posting and collection requirements differed depending on whether the transactions were on an exchange or in the over-the-counter markets. Changes in collateral for the Utility Registrants are dependent upon the credit exposure of procurement contracts that may require suppliers to post collateral. The amount of cash collateral received from external counterparties increased due to rising energy prices. See Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information. See Note 13 — Income Taxes of the Combined Notes to Consolidated Financial Statements and the Registrants' Consolidated Statements of Cash Flows for additional information on income taxes. Changes in Pension and non-pension postretirement benefit contributions relate to Exelon's funding strategy and incremental contributions made in 2022 in connection with the separation. See Note 14 — Retirement Benefits 76 Table of Contents • • Changes in Regulatory assets and liabilities, net, are due to the timing of cash payments for costs recoverable, or cash receipts for costs recovered, under our regulatory mechanisms differs from the recovery period of those costs. Included within the changes is energy efficiency spend for ComEd of $416 million and $394 million for the years ended December 31, 2023 and 2022, respectively. Also included within the changes is energy efficiency and demand response programs spend for BGE, Pepco, DPL, and ACE of $132 million, $70 million, $25 million, and $20 million for the year ended December 31, 2023, respectively, and $113 million, $71 million, $28 million, and $11 million for the year ended December 31, 2022, respectively. PECO had no energy efficiency and demand response programs spend recorded to a regulatory asset for the years ended December 31, 2023 and 2022. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. Changes in working capital and other noncurrent assets and liabilities for the Utility Registrants and Exelon Corporate total $146 million and for Generation total $323 million. The change for Generation primarily relates to the revolving accounts receivable financing arrangement. The change in working capital and other noncurrent assets and liabilities for Exelon Corporate and the Utility Registrants is dependent upon the normal course of operations for all Registrants. For ComEd, it is also dependent upon whether the participating nuclear-powered generating facilities owe money to ComEd as a result of the established pricing for CMCs. For the year ended December 31, 2023, the established pricing resulted in ComEd owing payments to nuclear-powered generating facilities, which is reported within the cash flows from operations as a change in Accounts payable and accrued expense. Cash Flows from Investing Activities The following table provides a summary of the change in cash flows from investing activities for the years ended December 31, 2023 and 2022 by Registrant: (Decrease) increase in cash flows from investing activities Exelon ComEd PECO BGE PHI Pepco DPL ACE Capital expenditures Investment in NDT fund sales, net Collection of DPP Proceeds from sales of assets and businesses Other investing activities (Decrease) increase in cash flows from investing activities $ $ (261) 28 (169) 9 8 (385) $ $ (70) — — — (20) (90) $ $ (77) — — — (6) (83) $ $ (105) — — — (4) (109) $ $ (279) — — 10 2 (267) $ $ (83) — — 10 5 (68) $ $ (132) — — — (3) (135) $ $ (62) — — — (1) (63) Significant investing cash flow impacts for the Registrants for 2023 and 2022 were as follows: • • Variances in Capital expenditures are primarily due to the timing of cash expenditures for capital projects. See the "Credit Matters and Cash Requirements" section below for additional information on projected capital expenditure spending for the Utility Registrants. See Note 2 — Discontinued Operations of the Combined Notes to Consolidated Financial Statements for Capital expenditures related to Generation prior to the separation. Collection of DPP relates to Generation's revolving accounts receivable financing agreement which Generation entered into in April 2020. 77 Table of Contents Cash Flows from Financing Activities The following table provides a summary of the change in cash flows from financing activities for the years ended December 31, 2023 and 2022 by Registrant: (Decrease) increase in cash flows from financing activities Changes in short-term borrowings, net Long-term debt, net Changes in intercompany money pool Issuance of common stock Dividends paid on common stock Repayments on short-term borrowings with maturities greater than 90 days Distributions to member Contributions from parent/member Transfer of cash, restricted cash, and cash equivalents to Constellation Other financing activities Exelon ComEd PECO BGE PHI Pepco DPL ACE $ $ (2,199) (124) — (423) (99) 1,350 — — 2,594 (7) (402) 225 — — (168) (150) — (15) — (3) (513) $ $ (313) 100 — — (6) — — 74 — 9 (136) $ $ (350) 150 — — (16) — — 99 — 4 (113) $ $ 34 (40) (16) — — — 237 (312) — (19) (116) $ $ (291) 35 — — 211 — — (157) — (16) (218) $ $ (18) 25 — — 10 — — (48) — (6) (37) $ $ 343 (100) — — 19 — — (110) — — 152 Increase (decrease) in cash flows from financing activities $ 1,092 $ Significant financing cash flow impacts for the Registrants for 2023 and 2022 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 16 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on Short-term borrowings for the Registrants. Long-term debt, net, varies due to debt issuances and redemptions each year. Refer to the debt issuances and redemptions tables below for additional information for the Registrants. Changes in intercompany money pool are driven by short-term borrowing needs. Refer below for more information regarding the intercompany money pool. Issuance of common stock relates to the August 2022 underwritten public offering of Exelon common stock as well as 2023 issuances under the ATM program. See Note 19 — Shareholders' Equity of the Combined Notes to Consolidated Financial Statements for additional information. 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 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information on dividend restrictions. See below for quarterly dividends declared. Repayments on short-term borrowings, varies due to debt issuances and redemptions each year. Refer to Note 16 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on repayments on short-term borrowings for the Registrants. Refer to Note 2 — Discontinued Operations for the Transfer of cash, restricted cash, and cash equivalents to Constellation related to the separation. Other financing activities primarily consists of debt issuance costs. See debt issuances table below for additional information on the Registrants’ debt issuances. 78 Table of Contents Debt Issuances and Redemptions See Note 16 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information of the Registrants’ long-term debt. Debt activity for 2023 and 2022 by Registrant was as follows: During 2023, the following long-term debt was issued: Company Type Exelon Exelon Exelon ComEd ComEd PECO BGE Pepco Pepco Pepco Pepco DPL DPL DPL DPL DPL ACE Notes Notes Notes First Mortgage Bonds, Series 134 First Mortgage Bonds Series 135 First and Refunding Mortgage Bonds Notes First Mortgage Bonds First Mortgage Bonds First Mortgage Bonds First Mortgage Bonds First Mortgage Bonds First Mortgage Bonds First Mortgage Bonds First Mortgage Bonds First Mortgage Bonds First Mortgage Bonds Interest Rate 5.15% 5.30% 5.60% 4.90% 5.30% 4.90% 5.40% 5.35% 5.30% 5.40% 5.57% 5.30% 5.57% 5.45% 5.55% 5.72% 5.57% Maturity March 15, 2028 March 15, 2033 March 15, 2053 February 1, 2033 February 1, 2053 June 15, 2033 June 1, 2053 September 13, 2033 March 15, 2033 March 15, 2038 March 15, 2053 March 15, 2033 March 15, 2053 November 8, 2033 November 8, 2038 November 8, 2053 March 15, 2053 Amount $1,000 850 650 400 575 575 700 100 85 40 125 60 65 340 75 110 75 Use of Proceeds Repay existing indebtedness and for general corporate purposes. Repay existing indebtedness and for general corporate purposes. Repay existing indebtedness and for general corporate purposes. Repay outstanding commercial paper obligations and to fund other general corporate purposes. Repay outstanding commercial paper obligations and to fund other general corporate purposes. Refinance existing indebtedness, refinance outstanding commercial paper obligations, and for general corporate purposes. Repay outstanding commercial paper obligations, repay existing indebtedness, and for general corporate purposes. Repay existing indebtedness and for general corporate purposes. Repay existing indebtedness and for general corporate purposes. Repay existing indebtedness and for general corporate purposes. Repay existing indebtedness and for general corporate purposes. Repay existing indebtedness and for general corporate purposes. Repay existing indebtedness and for general corporate purposes. Repay existing indebtedness and for general corporate purposes. Repay existing indebtedness and for general corporate purposes. Repay existing indebtedness and for general corporate purposes. Repay existing indebtedness and for general corporate purposes. 79 Table of Contents During 2022, the following long-term debt was issued: Company Type SMBC Term Loan Agreement Exelon Exelon Exelon Exelon Exelon Exelon Exelon Exelon Exelon ComEd ComEd PECO PECO BGE Pepco Pepco DPL ACE ACE Interest Rate SOFR plus 0.65% Maturity July 21, 2023 (b) Amount $300 U.S. Bank Term Loan Agreement SOFR plus 0.65% July 21, 2023 (b) PNC Term Loan Agreement SOFR plus 0.65% July 24, 2023 (b) Notes (a) Notes (a) Notes (a) Long-Term Software License Agreements Long-Term Software License Agreements SMBC Term Loan Agreement First Mortgage Bonds, Series 132 First Mortgage Bonds, Series 133 First and Refunding Mortgage Bonds First and Refunding Mortgage Bonds Notes First Mortgage Bonds First Mortgage Bonds First Mortgage Bonds First Mortgage Bonds First Mortgage Bonds 2.75% 3.35% 4.10% 2.30% 3.70% SOFR plus 0.85% 3.15% 3.85% 4.60% 4.375% 4.55% 3.97% 3.35% 3.06% 2.27% 3.06% March 15, 2027 March 15, 2032 March 15, 2052 December 1, 2025 August 9, 2025 April 7, 2024 March 15, 2032 March 15, 2052 May 15, 2052 August 15, 2052 June 1, 2052 March 24, 2052 September 15, 2032 February 15, 2052 February 15, 2032 February 15, 2052 300 250 650 650 700 17 8 500 300 450 350 425 500 400 225 125 25 150 Use of Proceeds Fund a cash payment to Constellation and for general corporate purposes. Fund a cash payment to Constellation and for general corporate purposes. Fund a cash payment to Constellation and for general corporate purposes. Repay existing indebtedness and for general corporate purposes. Repay existing indebtedness and for general corporate purposes. Repay existing indebtedness and for general corporate purposes. Procurement of software licenses Procurement of software licenses Repay existing indebtedness and for general corporate purposes. Repay outstanding commercial paper obligations and to fund other general corporate purposes. Repay outstanding commercial paper obligations and to fund other general corporate purposes. Refinance existing indebtedness and for general corporate purposes. Refinance outstanding commercial paper and for general corporate purposes. Repay outstanding commercial paper obligations, repay existing indebtedness, and for general corporate purposes. Repay existing indebtedness and for general corporate purposes. Repay existing indebtedness and for general corporate purposes. Repay existing indebtedness and for general corporate purposes. Repay existing indebtedness and for general corporate purposes. Repay existing indebtedness and for general corporate purposes. __________ (a) In connection with the issuance and sale of the Notes, Exelon entered into a Registration Rights Agreement with the representatives of the initial purchasers of the Notes and other parties. Pursuant to the Registration Rights Agreement, Exelon filed a registration statement on August 3, 2022, with respect to an offer to exchange the Notes for substantially similar notes of Exelon that are registered under the Securities Act. An exchange offer of registered notes for the Notes was completed on January 12, 2023. The registered notes issued in exchange for Notes in the exchange offer have terms identical in all respects to the Notes, except that their issuance was registered under the Securities Act. (b) During the third quarter of 2022, the SMBC Term Loan, U.S. Bank Term Loan, and PNC Term Loan were all reclassified to Long-term debt due within one year on the Exelon Consolidated Balance Sheet, given that the Term Loans have maturity dates of July 21, 2023, and July 24, 2023, respectively. 80 Table of Contents During 2023, the following long-term debt was retired and/or redeemed: Company Type Exelon Exelon Exelon Exelon Exelon Exelon Exelon PECO BGE DPL SMBC Term Loan Agreement US Bank Term Loan Agreement PNC Term Loan Agreement Long-Term Software License Agreement Long-Term Software License Agreement Long-Term Software License Agreement Long-Term Software License Agreement Loan Agreement Notes First Mortgage Bonds During 2022, the following long-term debt was retired and/or redeemed: Company Type Exelon Exelon Exelon ComEd PECO BGE ACE ACE Junior Subordinated Notes Long-Term Software License Agreement Long-Term Software License Agreement Long-Term Software License Agreement First Mortgage Bonds Notes First Mortgage Bonds Tax-Exempt Bonds Interest Rate SOFR plus 0.65% SOFR plus 0.65% SOFR plus 0.65% 3.70% 3.95% 3.70% 2.30% 2.00% 3.35% 3.50% Interest Rate 3.50% 3.96% 2.30% 3.70% 2.375% 2.80% 3.05% 1.70% Maturity July 21, 2023 July 21, 2023 July 24, 2023 August 9, 2025 May 1, 2024 August 9, 2025 December 1, 2025 June 20, 2023 July 1, 2023 November 15, 2023 Maturity May 2, 2022 May 1, 2024 December 1, 2025 August 9, 2025 September 15, 2022 August 15, 2022 April 1, 2022 September 1, 2022 Amount $ 300 300 250 6 2 1 4 50 300 500 Amount $ 1,150 2 4 1 350 250 200 110 Additionally, in connection with the separation, on January 31, 2022, Exelon Corporate received cash from Generation of $258 million to settle an intercompany loan that mirrored the terms and amounts of the third-party debt obligations. The loan agreements were entered into as part of the 2012 Constellation merger. See Note 16 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on the mirror 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, 2023 and for the first quarter of 2024 were as follows: Period Declaration Date Shareholder of Record Date Dividend Payable Date Cash per Share (a) First Quarter 2023 Second Quarter 2023 Third Quarter 2023 Fourth Quarter 2023 First Quarter 2024 February 14, 2023 April 25, 2023 July 25, 2023 November 1, 2023 February 21, 2024 February 27, 2023 May 15, 2023 August 15, 2023 November 15, 2023 March 4, 2024 March 10, 2023 $ June 9, 2023 $ September 8, 2023 $ December 8, 2023 $ March 15, 2024 $ 0.3600 0.3600 0.3600 0.3600 0.3800 ___________ (a) Exelon's Board of Directors approved an updated dividend policy for 2024. The 2024 quarterly dividend will be $0.38 per share. 81 Table of Contents Credit Matters and Cash Requirements The Registrants fund liquidity needs for capital expenditures, 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 $4.0 billion in aggregate total commitments of which $2.4 billion was available to support additional commercial paper as of December 31, 2023, and of which no financial institution has more than 6% 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 2023 to fund their short-term liquidity needs, when necessary. Exelon Corporate and the Utility Registrants each have a 5-year revolving credit facility. See Note 16 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information. The Registrants had access to the commercial paper markets and had availability under their revolving credit facilities during 2023 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 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 to support the estimated future cash requirements discussed below. On August 4, 2022, Exelon entered into an agreement with certain underwriters in connection with an underwritten public offering of 12.995 million shares of its Common stock, no par value. The net proceeds were $563 million before expenses paid. Exelon used the proceeds, together with available cash balances, to repay $575 million in borrowings under a $1.15 billion term loan credit facility. See Note 19 — Shareholders' Equity and Note 16 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information. On August 4, 2022, Exelon executed an equity distribution agreement (“Equity Distribution Agreement”) with certain sales agents and forward sellers and certain forward purchasers establishing an ATM equity distribution program under which it may offer and sell shares of its Common stock, having an aggregate gross sales price of up to $1.0 billion. Exelon has no obligation to offer or sell any shares of Common stock under the Equity Distribution Agreement and may at any time suspend or terminate offers and sales under the Equity Distribution Agreement. In November and December 2023, Exelon issued approximately 3.6 million shares of Common stock at an average gross price of $39.58 per share. The net proceeds from these issuances were $140 million, which were used for general corporate purposes. As of December 31, 2023, $858 million of Common stock remained available for sale pursuant to the ATM program. Pursuant to the Separation Agreement between Exelon and Constellation Energy Corporation, Exelon made a cash payment of $1.75 billion to Generation on January 31, 2022. See Note 2 — Discontinued Operations of the Combined Notes to Consolidated Financial Statements for additional information on the separation. 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, 2023 and available credit facility capacity prior to any incremental collateral at December 31, 2023: ComEd PECO BGE Pepco DPL ACE __________ (a) Represents incremental collateral related to natural gas procurement contracts. PJM Credit Policy Collateral $ — — — — — — 82 Other Incremental Collateral Required $ (a) Available Credit Facility Capacity Prior to Any Incremental Collateral — 25 61 — 10 — $ 788 435 258 168 237 101 Table of Contents Capital Expenditures As of December 31, 2023, estimates of capital expenditures for plant additions and improvements are as follows: (c) (in millions) Exelon ComEd PECO BGE PHI Pepco DPL ACE (a) 2024 Transmission 2024 Distribution 2024 Gas Total 2024 Beyond 2024 (b) N/A 550 75 475 550 200 200 150 N/A 1,600 1,225 625 1,325 750 325 275 N/A $ N/A 400 500 100 N/A 100 N/A 7,425 $ 2,150 1,700 1,600 1,975 950 600 425 27,100 9,150 5,650 6,075 6,275 2,925 1,825 1,500 ___________ (a) Numbers rounded to the nearest $25M and may not sum due to rounding. (b) (c) Effective in 2024, ComEd has chosen to update its rate of capitalization of certain overhead costs on a prospective basis. Includes estimated capital expenditures for the Utility Registrants from 2025 to 2027. Projected capital expenditures and other investments are subject to periodic review and revision to reflect changes in economic conditions and other factors. Projected 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. 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. Retirement 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 annual contributions with the objective of achieving 100% funded status on an ABO basis over time. This funding strategy helps minimize volatility of future period required pension contributions. Exelon’s estimated annual qualified pension contributions will be $93 million in 2024. Unlike the qualified pension plans, Exelon’s non-qualified pension plans are not funded, given 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. 83 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 2024: Exelon ComEd PECO BGE PHI Pepco DPL ACE $ Qualified Pension Plans Non-Qualified Pension Plans OPEB $ 93 3 2 17 66 — — 7 $ 15 1 1 1 8 1 — — 47 18 1 14 11 10 — — 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. See Note 14 — Retirement Benefits of the Combined Notes to Consolidated Financial Statements for additional information on pension and OPEB contributions. Cash Requirements for Other Financial Commitments The following tables summarize the Registrants' future estimated cash payments as of December 31, 2023 under existing financial commitments: Exelon Long-term debt and finance leases Interest payments on long-term debt Operating leases (a) (b) Fuel purchase agreements Electric supply procurement Long-term renewable energy and REC commitments (c) Other purchase obligations DC PLUG obligation (d) ZEC commitments Pension contributions (e) Total cash requirements 2024 Beyond 2024 Total Time Period $ 1,403 $ 1,659 49 281 3,808 366 4,839 3 218 93 39,876 $ 26,936 302 1,557 2,222 1,672 3,236 — 421 1,000 $ 12,719 $ 77,222 $ 41,279 28,595 351 1,838 6,030 2,038 8,075 3 639 1,093 89,941 2024 - 2053 2024 - 2053 2024 - 2099 2024 - 2039 2024 - 2027 2024 - 2038 2024 - 2031 2024 2024 - 2027 2024 - 2029 __________ (a) (b) Includes amounts from ComEd and PECO financing trusts. Interest payments are estimated based on final maturity dates of debt securities outstanding as of December 31, 2023 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, 2023. Includes estimated interest payments due to ComEd and 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, 2023 of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between the Registrants or subsidiary 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. (e) These amounts represent Exelon’s expected contributions to its qualified pension plans. Qualified pension contributions for years after 2029 are not included. 84 Table of Contents ComEd (a) Long-term debt Interest payments on long-term debt Operating leases Electric supply procurement Long-term renewable energy and REC commitments (b) Other purchase obligations ZEC commitments Total cash requirements (c) 2024 Beyond 2024 Total Time Period $ $ 250 $ 470 — 417 336 1,244 218 2,935 $ 11,567 $ 8,240 — 196 1,523 835 421 22,782 $ 11,817 8,710 — 613 1,859 2,079 639 25,717 2024 - 2053 2024 - 2053 2024 - 2026 2024 - 2026 2024 - 2038 2024 - 2031 2024 - 2027 __________ (a) (b) Includes amounts from ComEd financing trust. Interest payments are estimated based on final maturity dates of debt securities outstanding as of December 31, 2023 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, as of December 31, 2023, 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 (a) Long-term debt Interest payments on long-term debt Operating leases (b) Fuel purchase agreements Electric supply procurement (c) Other purchase obligations Total cash requirements (d) 2024 Beyond 2024 Total Time Period $ $ — $ 222 — 140 729 785 5,384 $ 4,097 — 571 183 759 5,384 4,319 — 711 912 1,544 1,876 $ 10,994 $ 12,870 2024 - 2052 2024 - 2052 2024 - 2034 2024 - 2039 2024 - 2025 2024 - 2031 __________ (a) (b) Includes amounts from PECO financing trusts. Interest payments are estimated based on final maturity dates of debt securities outstanding as of December 31, 2023 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, as of December 31, 2023, 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. 85 Table of Contents BGE Long-term debt Interest payments on long-term debt Operating leases Fuel purchase agreements Electric supply procurement (b) (a) Other purchase obligations Total cash requirements (c) 2024 Beyond 2024 Total Time Period $ $ — $ 184 4 108 1,097 928 4,650 $ 3,775 34 792 746 433 4,650 3,959 38 900 1,843 1,361 2,321 $ 10,430 $ 12,751 2024 - 2053 2024 - 2053 2024 - 2099 2024 - 2038 2024 - 2026 2024 - 2029 Interest payments are estimated based on final maturity dates of debt securities outstanding as of December 31, 2023 and do not reflect anticipated future refinancing, early redemptions, or debt issuances. __________ (a) (b) Represents commitments to purchase natural gas and related transportation, storage capacity, and services. (c) Represents the future estimated value, as of December 31, 2023, 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 and finance leases Interest payments on long-term debt Operating leases (a) Fuel purchase agreements Electric supply procurement Long-term renewable energy and REC commitments (b) Other purchase obligations DC PLUG obligation Total cash requirements (c) 2024 Beyond 2024 Total Time Period $ $ 644 $ 296 36 33 1,565 30 1,379 3 3,986 $ 7,631 $ 4,500 164 194 1,097 149 394 — 8,275 4,796 200 227 2,662 179 1,773 3 14,129 $ 18,115 2024 - 2053 2024 - 2053 2024 - 2032 2024 - 2029 2024 - 2027 2024 - 2033 2024 - 2031 2024 __________ (a) Interest payments are estimated based on final maturity dates of debt securities outstanding as of December 31, 2023 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, 2023. (b) Represents commitments to purchase natural gas and related transportation, storage capacity, and services. (c) Represents the future estimated value, as of December 31, 2023, 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. 86 Table of Contents Pepco Long-term debt and finance leases Interest payments on long-term debt Operating leases Electric supply procurement (a) Other purchase obligations DC PLUG obligation Total cash requirements (b) 2024 Beyond 2024 Total Time Period $ $ 405 $ 152 7 776 661 3 2,004 $ 3,746 $ 2,809 34 574 231 — 7,394 $ 4,151 2,961 41 1,350 892 3 9,398 2024 - 2053 2024 - 2053 2024 - 2032 2024 - 2027 2024 - 2031 2024 __________ (a) (b) Represents the future estimated value, as of December 31, 2023, of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between Pepco and third-parties for the provision of Interest payments are estimated based on final maturity dates of debt securities outstanding as of December 31, 2023 and do not reflect anticipated future refinancing, early redemptions, or debt issuances. 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 and finance leases Interest payments on long-term debt Operating leases (a) Fuel purchase agreements Electric supply procurement Long-term renewable energy and REC commitments (b) Other purchase obligations Total cash requirements (c) 2024 Beyond 2024 Total Time Period $ $ 84 70 9 33 445 30 291 $ 2,012 $ 1,048 46 194 245 149 81 2,096 1,118 55 227 690 179 372 962 $ 3,775 $ 4,737 2024 - 2053 2024 - 2053 2024 - 2031 2024 - 2029 2024 - 2026 2024 - 2033 2024 - 2031 __________ (a) Interest payments are estimated based on final maturity dates of debt securities outstanding as of December 31, 2023 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, 2023. (b) Represents commitments to purchase natural gas and related transportation, storage capacity, and services. (c) Represents the future estimated value, as of December 31, 2023, 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. 87 Table of Contents ACE Long-term debt and finance leases Interest payments on long-term debt Operating leases Electric supply procurement (a) Other purchase obligations Total cash requirements (b) 2024 Beyond 2024 Total Time Period $ $ 154 $ 60 3 344 386 947 $ 1,688 $ 537 7 278 53 2,563 $ 1,842 597 10 622 439 3,510 2024 - 2053 2024 - 2053 2024 - 2029 2024 - 2026 2024 - 2028 __________ (a) (b) Represents the future estimated value, as of December 31, 2023, of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between ACE and third-parties for the provision of Interest payments are estimated based on final maturity dates of debt securities outstanding as of December 31, 2023 and do not reflect anticipated future refinancing, early redemptions, or debt issuances. 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 18 — 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 the financial commitments in the tables above in the Combined Notes to the Consolidated Financial Statements: Item Long-term debt Interest payments on long-term debt Finance leases Operating leases Long-term renewable energy and REC commitments ZEC commitments DC PLUG obligation Pension contributions Credit Facilities Location within Notes to the Consolidated Financial Statements Note 16 — Debt and Credit Agreements Note 16 — Debt and Credit Agreements Note 10 — Leases Note 10 — Leases Note 3 — Regulatory Matters Note 3 — Regulatory Matters Note 3 — Regulatory Matters Note 14 — Retirement Benefits Exelon Corporate, ComEd, and BGE meet their short-term liquidity requirements primarily through the issuance of commercial paper. PECO meets its 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 16 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on the Registrants’ credit facilities and short term borrowing activity. 88 Table of Contents Capital Structure As of December 31, 2023, the capital structures of the Registrants consisted of the following: Long-term debt (b) Long-term debt to affiliates Common equity Member’s equity Commercial paper and notes payable Exelon (a) ComEd PECO BGE PHI Pepco DPL ACE 59 % 1 % 37 % — % 3 % 43 % 1 % 54 % — % 2 % 44 % 2 % 53 % — % 1 % 44 % — % 53 % — % 3 % 42 % — % — % 56 % 2 % 49 % — % 49 % — % 2 % 49 % — % 49 % — % 2 % 48 % — % 47 % — % 5 % __________ (a) As of December 31, 2022, Exelon's Long-term debt and Common equity capital structure percentages were 57% and 38%, respectively. The change in capital structure percentages above is a result of a decrease in (b) common equity due to the separation of Constellation in addition to an increase in long-term debt issuances. See Note 2 — Discontinued Operations for additional information regarding the separation. 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 mandatory redeemable trust preferred securities of ComEd and PECO. 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 additional collateral. See Note 15 — 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 year ended December 31, 2023. On July 26, 2023, S&P raised ComEd's long-term issuer credit rating from 'BBB+' to a 'A-'. 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. On December 20, 2023, Moody's revised its outlook on ComEd to negative from stable due to the final order issued by the ICC on December 14, 2023 rejecting ComEd's proposed Grid Plan and establishing retail rates for 2024-2027 as further discussed in Note 3 — Regulatory Matters. At the same time, Moody's affirmed ComEd's current 'A1' senior secured debt rating and its 'P-2' short-term rating. 89 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, 2023, are presented in the following tables. Exelon Intercompany Money Pool Exelon Corporate PECO BSC PHI Corporate PCI PHI Intercompany Money Pool Pepco DPL ACE Shelf Registration Statements $ $ For the Year Ended December 31, 2023 Maximum Contributed Maximum Borrowed As of December 31, 2023 Contributed (Borrowed) $ 510 305 — — 45 $ — (238) (350) (65) — For the Year Ended December 31, 2023 Maximum Contributed Maximum Borrowed As of December 31, 2023 Contributed (Borrowed) $ 106 147 — $ (55) (2) (147) 225 — (205) (65) 45 — — — Exelon, ComEd and Pepco have a currently effective combined shelf registration statement that expires in 2025. PECO and BGE plan to file a new combined shelf registration in the first quarter of 2024. DPL and ACE periodically issue securities through the private placement markets. 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: (a) ComEd PECO BGE (b) Pepco (c) DPL (d) ACE (e) Short-term Financing Authority (f) Remaining Long-term Financing Authority At December 31, 2023 Commission FERC FERC FERC FERC FERC NJBPU Expiration Date December 31, 2025 December 31, 2025 December 31, 2025 December 31, 2025 December 31, 2025 December 31, 2025 $ Amount 2,500 1,500 700 500 500 350 Commission ICC PAPUC MDPSC MDPSC / DCPSC MDPSC / DEPSC NJBPU Expiration Date January 1, 2025 December 31, 2024 N/A December 31, 2025 December 31, 2025 December 31, 2024 $ Amount 368 550 1,100 1,050 550 625 __________ (a) On June 29, 2023, ComEd filed an application for $2 billion in new money long-term debt financing authority from the ICC, which was approved on December 14, 2023. The finance authority under the approved application has an effective date of January 1, 2024, and extends the expiration date to January 1, 2027. (b) On December 21, 2022, BGE received approval from the MDPSC for $1.8 billion in new long-term financing authority with an effective date of January 4, 2023. (c) On June 9, 2022 and June 30, 2022, Pepco received approval from the MDPSC and DCPSC, respectively, for $1.4 billion in new long-term financing authority. The long-term financing authority became effective on the date of respective approvals and has an expiration date of December 31, 2025. 90 Table of Contents (d) On November 2, 2022, DPL filed with the MDPSC and DEPSC for approval of $1.2 billion in new long-term financing authority with an effective date of December 14, 2022. The financing authority filed with MDPSC does not have an expiration date, while the financing authority filed with DEPSC has an expiration date of December 31, 2025. (e) On July 14, 2023, ACE filed an application with the NJBPU for renewal of its short-term financing authority through December 31, 2025. ACE received approval on December 20, 2023. (f) On October 2, 2023, ComEd, PECO, BGE, Pepco, and DPL filed applications with FERC for renewal of their short-term financing authority through December 31, 2025. ComEd, PECO, Pepco, and DPL received approval on December 7, 2023. BGE received approval on December 8, 2023. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Registrants hold commodity and financial instruments that are exposed to the following market risks: • • • • • Commodity price risk, which is discussed further below. Counterparty credit risk associated with non-performance by counterparties on executed derivative instruments and participation in all, or some of the established, wholesale spot energy markets that are administered by PJM. The credit policies of PJM 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. See Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for a detailed discussion of counterparty credit risk related to derivative instruments. Equity price and interest rate risk associated with Exelon’s pension and OPEB plan trusts. See Note 14 — Retirement Benefits of the Combined Notes to Consolidated Financial Statements for additional information. Interest rate risk associated with changes in interest rates for the Registrants’ outstanding long-term debt. This risk is significantly reduced as substantially all of the Registrants’ outstanding debt has fixed interest rates. There is inherent interest rate risk related to refinancing maturing debt by issuing new long-term debt. The Registrants use a combination of fixed-rate and variable-rate debt to manage interest rate exposure. See Note 16 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information. In addition, Exelon Corporate may utilize interest rate derivatives to lock in rate levels in anticipation of future financings, which are typically designated as cash flow hedges, or to lock in rate levels on borrowings, which are typically designated as economic hedges. See Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information. Electric operating revenues risk associated with ComEd's distribution formula rate. ComEd's ROE for its electric distribution service through 2023 was directly correlated to yields on U.S. Treasury bonds. Exelon Corporate utilized interest rate derivatives to mitigate volatility and manage risk to Exelon, which were typically accounted for as economic hedges. See Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information. Beginning January 1, 2024 ComEd's ROE for its electric distribution service will use a fixed rate and no longer be exposed to volatility in yields on U.S. Treasury bonds. See Note 3 — Regulatory Matters for additional information. The Utility Registrants operate primarily under cost-based rate regulation limiting exposure to the effects of market risk. Hedging programs are utilized to reduce exposure to energy and natural gas price volatility and have no direct earnings impacts as the costs are fully recovered through regulatory-approved recovery mechanisms. Exelon manages these risks through risk management policies and objectives for risk assessment, control and valuation, counterparty credit approval, and the monitoring and reporting of risk exposures. Risk management issues are reported to Exelon’s Board of Directors, Exelon's Audit and Risk Committee, and/or the applicable Utility Board Registrant. The Registrants do not execute derivatives for speculative or proprietary trading purposes. 91 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 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 and natural gas. 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 qualify for NPNS, to hedge their long-term price risk in the natural gas market. For additional information on these contracts, see Note 3 — Regulatory Matters and Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements. The following table presents maturity and source of fair value for Exelon's and ComEd's mark-to-market commodity contract liabilities. The table provides two fundamental pieces of information. First, the table provides the source of fair value used in determining the carrying amount of Exelon's and ComEd's total mark-to-market liabilities. Second, the table shows the maturity, by year, of Exelon's and ComEd's commodity contract liabilities giving an indication of when these mark-to-market amounts will settle and require cash. See Note 17 — 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. (a) Commodity derivative contracts : Prices based on model or other valuation methods (Level 3) 2024 2025 2026 2027 2028 2029 and Beyond Total Fair Value $ (27) $ (19) $ (16) $ (16) $ (17) $ (38) $ (133) Maturities Within _________ (a) Represents ComEd's net liabilities associated with the floating-to-fixed energy swap contracts with unaffiliated suppliers. 92 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, 2023. 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, 2023, Exelon’s internal control over financial reporting was effective. The effectiveness of Exelon’s internal control over financial reporting as of December 31, 2023, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein. February 21, 2024 93 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, 2023. 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, 2023, ComEd’s internal control over financial reporting was effective. February 21, 2024 94 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, 2023. 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, 2023, PECO’s internal control over financial reporting was effective. February 21, 2024 95 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, 2023. 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, 2023, BGE’s internal control over financial reporting was effective. February 21, 2024 96 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, 2023. 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, 2023, PHI’s internal control over financial reporting was effective. February 21, 2024 97 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, 2023. 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, 2023, Pepco’s internal control over financial reporting was effective. February 21, 2024 98 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, 2023. 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, 2023, DPL’s internal control over financial reporting was effective. February 21, 2024 99 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, 2023. 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, 2023, ACE’s internal control over financial reporting was effective. February 21, 2024 100 Table of Contents To the Board of Directors and Shareholders of Exelon Corporation Opinions on the Financial Statements and Internal Control over Financial Reporting Report of Independent Registered Public Accounting Firm We have audited the consolidated financial statements, including the related notes, of Exelon Corporation and its subsidiaries (the “Company”) 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), (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 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, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. 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 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. 101 Table of Contents 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 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 the 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, 2023, there were $10.9 billion of regulatory assets and $10.0 billion of regulatory liabilities. The principal considerations for our determination that performing procedures relating to the Company’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 new and existing regulatory assets and liabilities. These procedures also included, among others, obtaining the Company’s correspondence with regulators, evaluating the reasonableness of management’s interpretation of regulatory guidance and proceedings and the related accounting implications, and recalculating regulatory assets and liabilities based on provisions outlined in rate orders and other correspondence with regulators. /s/ PricewaterhouseCoopers LLP Chicago, Illinois February 21, 2024 We have served as the Company’s auditor since 2000. 102 Table of Contents To the Board of Directors and Shareholders of Commonwealth Edison Company Opinion on the Financial Statements Report of Independent Registered Public Accounting Firm We have audited the consolidated financial statements, including the related notes, of Commonwealth Edison Company and its subsidiaries (the “Company”) 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) (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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 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 the 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 103 Table of Contents recovered and settled, respectively, in future rates. As of December 31, 2023, there were $4.1 billion of regulatory assets and $7.7 billion of regulatory liabilities. The principal considerations for our determination that performing procedures relating to the Company’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 new and existing regulatory assets and liabilities. These procedures also included, among others, obtaining the Company’s correspondence with regulators, evaluating the reasonableness of management’s interpretation of regulatory guidance and proceedings and the related accounting implications, and recalculating regulatory assets and liabilities based on provisions outlined in rate orders and other correspondence with regulators. /s/ PricewaterhouseCoopers LLP Chicago, Illinois February 21, 2024 We have served as the Company's auditor since 2000. 104 Table of Contents To the Board of Directors and Shareholders of PECO Energy Company Opinion on the Financial Statements Report of Independent Registered Public Accounting Firm We have audited the consolidated financial statements, including the related notes, of PECO Energy Company and its subsidiaries (the “Company”) 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) (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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 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 the 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 105 Table of Contents recovered and settled, respectively, in future rates. As of December 31, 2023, there were $920 million of regulatory assets and $406 million of regulatory liabilities. The principal considerations for our determination that performing procedures relating to the Company’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 new and existing regulatory assets and liabilities. These procedures also included, among others, obtaining the Company’s correspondence with regulators, evaluating the reasonableness of management’s interpretation of regulatory guidance and proceedings and the related accounting implications, and recalculating regulatory assets and liabilities based on provisions outlined in rate orders and other correspondence with regulators. /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania February 21, 2024 We have served as the Company's auditor since 1932. 106 Table of Contents To the Board of Directors and Shareholder of Baltimore Gas and Electric Company Opinion on the Financial Statements Report of Independent Registered Public Accounting Firm We have audited the financial statements, including the related notes, of Baltimore Gas and Electric Company (the “Company”) 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) (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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. 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 the 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, 107 Table of Contents respectively, in future rates. As of December 31, 2023, there were $956 million of regulatory assets and $800 million of regulatory liabilities. The principal considerations for our determination that performing procedures relating to the Company’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 new and existing regulatory assets and liabilities. These procedures also included, among others, obtaining the Company’s correspondence with regulators, evaluating the reasonableness of management’s interpretation of regulatory guidance and proceedings and the related accounting implications, and recalculating regulatory assets and liabilities based on provisions outlined in rate orders and other correspondence with regulators. /s/ PricewaterhouseCoopers LLP Baltimore, Maryland February 21, 2024 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. 108 Table of Contents To the Board of Directors and Member of Pepco Holdings LLC Opinion on the Financial Statements Report of Independent Registered Public Accounting Firm We have audited the consolidated financial statements, including the related notes, of Pepco Holdings LLC and its subsidiaries (the “Company”) 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) (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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 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 the 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 109 Table of Contents recovered and settled, respectively, in future rates. As of December 31, 2023, there were $1.9 billion of regulatory assets and $1.0 billion of regulatory liabilities. The principal considerations for our determination that performing procedures relating to the Company’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 new and existing regulatory assets and liabilities. These procedures also included, among others, obtaining the Company’s correspondence with regulators, evaluating the reasonableness of management’s interpretation of regulatory guidance and proceedings and the related accounting implications, and recalculating regulatory assets and liabilities based on provisions outlined in rate orders and other correspondence with regulators. /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania February 21, 2024 We have served as the Company's auditor since 2001. 110 Table of Contents To the Board of Directors and Shareholder of Potomac Electric Power Company Opinion on the Financial Statements Report of Independent Registered Public Accounting Firm We have audited the financial statements, including the related notes, of Potomac Electric Power Company (the “Company”) 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) (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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. 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 the 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, 111 Table of Contents respectively, in future rates. As of December 31, 2023, there were $600 million of regulatory assets and $397 million of regulatory liabilities. The principal considerations for our determination that performing procedures relating to the Company’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 new and existing regulatory assets and liabilities. These procedures also included, among others, obtaining the Company’s correspondence with regulators, evaluating the reasonableness of management’s interpretation of regulatory guidance and proceedings and the related accounting implications, and recalculating regulatory assets and liabilities based on provisions outlined in rate orders and other correspondence with regulators. /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania February 21, 2024 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. 112 Table of Contents To the Board of Directors and Shareholder of Delmarva Power & Light Company Opinion on the Financial Statements Report of Independent Registered Public Accounting Firm We have audited the financial statements, including the related notes, of Delmarva Power & Light Company (the “Company”) 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) (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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. 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 the 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, 113 Table of Contents respectively, in future rates. As of December 31, 2023, there were $272 million of regulatory assets and $415 million of regulatory liabilities. The principal considerations for our determination that performing procedures relating to the Company’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 new and existing regulatory assets and liabilities. These procedures also included, among others, obtaining the Company’s correspondence with regulators, evaluating the reasonableness of management’s interpretation of regulatory guidance and proceedings and the related accounting implications, and recalculating regulatory assets and liabilities based on provisions outlined in rate orders and other correspondence with regulators. /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania February 21, 2024 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. 114 Table of Contents To the Board of Directors and Shareholder of Atlantic City Electric Company Opinion on the Financial Statements Report of Independent Registered Public Accounting Firm We have audited the consolidated financial statements, including the related notes, of Atlantic City Electric Company and its subsidiary (the “Company”) 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) (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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 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 the 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 115 Table of Contents recovered and settled, respectively, in future rates. As of December 31, 2023, there were $608 million of regulatory assets and $146 million of regulatory liabilities. The principal considerations for our determination that performing procedures relating to the Company’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 new and existing regulatory assets and liabilities. These procedures also included, among others, obtaining the Company’s correspondence with regulators, evaluating the reasonableness of management’s interpretation of regulatory guidance and proceedings and the related accounting implications, and recalculating regulatory assets and liabilities based on provisions outlined in rate orders and other correspondence with regulators. /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania February 21, 2024 We have served as the Company's auditor since 1998. 116 Exelon Corporation and Subsidiary Companies Consolidated Statements of Operations and Comprehensive Income For the Years Ended December 31, 2023 2022 2021 Table of Contents (In millions, except per share data) Operating revenues Electric operating revenues Natural gas operating revenues Revenues from alternative revenue programs Total operating revenues Operating expenses Purchased power Purchased fuel Purchased power and fuel from affiliates Operating and maintenance Depreciation and amortization Taxes other than income taxes Total operating expenses Gain (loss) on sale 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 from continuing operations before income taxes Income taxes Net income from continuing operations after income taxes Net income from discontinued operations after income taxes (Note 2) Net income Net income attributable to noncontrolling interests Net income attributable to common shareholders Amounts attributable to common shareholders: Net income from continuing operations Net income from discontinued operations Net income attributable to common shareholders Comprehensive income, net of income taxes Net income Other comprehensive (loss) income, net of income taxes Pension and non-pension postretirement benefit plans: Prior service benefits reclassified to periodic benefit cost Actuarial losses reclassified to periodic benefit cost Pension and non-pension postretirement benefit plans valuation adjustments Unrealized (loss) gain on cash flow hedges Other comprehensive (loss) income Comprehensive income Comprehensive 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 Earnings per average common share from continuing operations Basic Diluted Earnings per average common share from discontinued operations Basic Diluted See the Combined Notes to Consolidated Financial Statements 117 $ $ $ $ $ $ $ $ $ 19,267 1,764 696 21,727 7,648 593 — 4,559 3,506 1,408 17,714 10 4,023 (1,704) (25) 408 (1,321) 2,702 374 2,328 — 2,328 — 2,328 $ $ 16,899 2,018 161 19,078 5,380 834 159 4,673 3,325 1,390 15,761 (2) 3,315 (1,422) (25) 535 (912) 2,403 349 2,054 117 2,171 1 2,170 $ $ 2,328 — 2,328 $ 2,054 116 2,170 $ 16,245 1,522 171 17,938 4,703 504 1,178 4,547 3,033 1,291 15,256 — 2,682 (1,264) (25) 261 (1,028) 1,654 38 1,616 213 1,829 123 1,706 1,616 90 1,706 2,328 $ 2,171 $ 1,829 — 26 (109) (5) (88) 2,240 — (1) 42 46 2 89 2,260 1 2,240 $ 2,259 $ 996 1 997 2.34 2.34 — — $ $ $ $ 986 1 987 2.08 2.08 0.12 0.12 $ $ $ $ (4) 223 432 (1) 650 2,479 123 2,356 979 1 980 1.65 1.65 0.09 0.09 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 losses (gains) on NDT funds Net unrealized losses 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 (paid) received, net Income taxes Regulatory assets and liabilities, net 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 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 Issuance of common stock Dividends paid on common stock Acquisition of CENG noncontrolling interest Proceeds from employee stock plans Transfer of cash, restricted cash, and cash equivalents to Constellation 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 (Decrease) increase in capital expenditures not paid Increase in DPP (Decrease) increase in PP&E related to ARO update For the Years Ended December 31, 2023 2022 2021 $ 2,328 $ 2,171 $ 3,506 — (10) 319 22 — — (335) (37) (45) (191) — (146) 48 (439) (129) (188) 4,703 (7,408) — — — 25 8 (7,375) (313) 400 (150) 5,825 (1,713) 140 (1,433) — 41 — (114) 2,683 11 1,090 1,101 (215) — (13) $ $ 3,533 48 (8) 255 (53) 205 16 370 (1,222) (121) 1,318 (39) 1,248 (4) (1,326) (616) (905) 4,870 (7,147) 488 (516) 169 16 — (6,990) 986 1,300 (1,500) 6,309 (2,073) 563 (1,334) — 36 (2,594) (102) 1,591 (529) 1,619 1,090 36 348 332 $ $ $ $ 1,829 7,573 552 (201) 18 (568) (586) 160 (200) (703) (141) 440 (338) (74) 327 (634) (665) (3,777) 3,012 (7,981) 6,532 (6,673) 3,902 877 26 (3,317) 269 1,380 (350) 3,481 (1,640) — (1,497) (885) 80 — (80) 758 453 1,166 1,619 16 3,652 642 See the Combined Notes to Consolidated Financial Statements 118 Table of Contents (In millions) Current 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 Inventories, net Fossil fuel Materials and supplies Regulatory assets Other Total current assets Exelon Corporation and Subsidiary Companies Consolidated Balance Sheets ASSETS December 31, 2023 2022 $ 2,659 (317) 1,101 (82) $ 445 $ 482 2,544 (327) 1,426 (82) 2,342 1,019 94 707 2,215 473 7,777 73,593 8,698 6,630 3,232 251 1,365 20,176 101,546 $ 407 566 2,217 1,344 208 547 1,641 406 7,336 69,076 8,037 6,630 2,897 232 1,141 18,937 95,349 Property, plant, and equipment (net of accumulated depreciation and amortization of $17,251 and $15,930 as of December 31, 2023 and 2022, respectively) Deferred debits and other assets Regulatory assets Goodwill Receivable related to Regulatory Agreement Units Investments Other Total deferred debits and other assets Total assets See the Combined Notes to Consolidated Financial Statements 119 Exelon Corporation and Subsidiary Companies Consolidated Balance Sheets LIABILITIES AND SHAREHOLDERS’ EQUITY December 31, 2023 2022 Table of Contents (In millions) Current liabilities 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 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 Regulatory liabilities Pension obligations Non-pension postretirement benefit obligations Asset retirement obligations Mark-to-market derivative liabilities Unamortized energy contract liabilities Other Total deferred credits and other liabilities Total liabilities Commitments and contingencies Shareholders’ equity Common stock (No par value, 2,000 shares authorized, 999 shares and 994 shares outstanding as of December 31, 2023 and 2022, respectively) Treasury stock, at cost (2 shares as of December 31, 2023 and 2022) Retained earnings Accumulated other comprehensive loss, net Total shareholders’ equity Total liabilities and shareholders' equity See the Combined Notes to Consolidated Financial Statements 120 $ $ 2,523 $ 1,403 2,846 1,375 5 389 74 8 968 9,591 39,692 390 11,956 9,576 1,571 527 267 106 27 2,088 26,118 75,791 21,114 (123) 5,490 (726) 25,755 101,546 $ 2,586 1,802 3,382 1,226 5 437 8 10 1,155 10,611 35,272 390 11,250 9,112 1,109 507 269 83 35 1,967 24,332 70,605 20,908 (123) 4,597 (638) 24,744 95,349 Table of Contents (In millions, shares in thousands) Balance at December 31, 2020 Net income Long-term incentive plan activity Employee stock purchase plan issuances Changes in equity of noncontrolling interests Acquisition of CENG noncontrolling interest Deferred tax adjustment related to acquisition of CENG noncontrolling interest Common stock dividends ($1.53/common share) Acquisition of other noncontrolling interest Other comprehensive income, net of income taxes Balance at December 31, 2021 Net income Long-term incentive plan activity Employee stock purchase plan issuances Changes in equity of noncontrolling interests Distribution of Constellation (Note 2) Issuance of common stock Common stock dividends ($1.35/common share) Other comprehensive income, net of income taxes Balance at December 31, 2022 Net income Long-term incentive plan activity Employee stock purchase plan issuances Issuance of common stock Common stock dividends ($1.44/common share) Other comprehensive loss, net of income taxes Balance at December 31, 2023 Exelon Corporation and Subsidiary Companies Consolidated Statements of Changes in Equity Issued Shares Common Stock Treasury Stock Retained Earnings Accumulated Other Comprehensive Loss, net Noncontrolling Interests Total Equity 977,466 — 1,734 2,091 — — — — — — 981,291 — 561 983 — — 12,995 — — 995,830 — 659 1,173 3,587 — — 1,001,249 $ $ $ $ 19,373 — 69 90 — 1,080 (290) — 2 — 20,324 — 1 41 — (21) 563 — — 20,908 — 19 47 140 — — 21,114 $ $ $ $ (123) — — — — — — — — — (123) — — — — — — — — (123) — — — — — — (123) $ $ $ $ 16,735 1,706 — — — — — (1,499) — — 16,942 2,170 — — — (13,179) — (1,336) — 4,597 2,328 — — — (1,435) — 5,490 $ $ $ $ See the Combined Notes to Consolidated Financial Statements 121 (3,400) — — — — — — — — 650 (2,750) — — — — 2,023 — — 89 (638) — — — — — (88) (726) $ $ $ $ 2,283 123 — — (37) (1,965) — — (2) — 402 1 — — (7) (396) — — — — — — — — — — — $ $ $ $ 34,868 1,829 69 90 (37) (885) (290) (1,499) — 650 34,795 2,171 1 41 (7) (11,573) 563 (1,336) 89 24,744 2,328 19 47 140 (1,435) (88) 25,755 Table of Contents (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 Loss on sale 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 Commonwealth Edison Company and Subsidiary Companies Consolidated Statements of Operations and Comprehensive Income For the Years Ended December 31, 2023 2022 2021 7,272 $ 556 16 7,844 5,478 $ 267 16 5,761 2,816 — 1,096 354 1,403 369 6,038 — 1,806 (464) (13) 75 (402) 1,404 314 1,090 $ 1,090 $ 1,050 59 1,094 318 1,323 374 4,218 (2) 1,541 (401) (13) 54 (360) 1,181 264 917 $ 917 $ 6,323 42 41 6,406 1,888 383 1,048 307 1,205 320 5,151 — 1,255 (376) (13) 48 (341) 914 172 742 742 $ $ $ See the Combined Notes to Consolidated Financial Statements 122 Table of Contents Commonwealth Edison 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: For the Years Ended December 31, 2023 2022 2021 $ 1,090 $ 917 $ 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 received, net Income taxes Regulatory assets and liabilities, net 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 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 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 Decrease in capital expenditures not paid $ $ See the Combined Notes to Consolidated Financial Statements 123 1,403 196 (536) (138) (2) (82) (87) 69 106 (60) (41) (70) 1,848 (2,576) 8 (2,568) (225) 400 (150) 975 — (746) 655 (14) 895 175 511 686 $ 1,323 241 (165) (163) (34) (28) 406 51 — (1,033) (184) (134) 1,197 (2,506) 28 (2,478) 427 150 — 750 — (578) 670 (11) 1,408 127 384 511 $ 742 1,205 244 126 (25) 32 (2) — — — (388) (196) (143) 1,595 (2,387) 26 (2,361) (323) — — 1,150 (350) (507) 791 (16) 745 (21) 405 384 (10) $ (20) $ (46) Table of Contents (In millions) Current 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 Commonwealth Edison Company and Subsidiary Companies Consolidated Balance Sheets ASSETS December 31, 2023 2022 $ 860 (69) 242 (17) $ 110 $ 402 558 (59) 441 (17) 791 225 3 279 1,335 123 3,268 29,088 2,794 2,625 2,954 6 1,217 875 10,471 42,827 $ 67 327 499 424 3 196 775 92 2,383 27,513 2,667 2,625 2,660 6 1,206 601 9,765 39,661 Property, plant, and equipment (net of accumulated depreciation and amortization of $7,222 and $6,673 as of December 31, 2023 and 2022, respectively) Deferred debits and other assets Regulatory assets Goodwill Receivable related to Regulatory Agreement Units Investments Prepaid pension asset Other Total deferred debits and other assets Total assets See the Combined Notes to Consolidated Financial Statements 124 Commonwealth Edison Company and Subsidiary Companies Consolidated Balance Sheets LIABILITIES AND SHAREHOLDERS’ EQUITY December 31, 2023 2022 Table of Contents (In millions) Current liabilities 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 Regulatory liabilities Asset retirement obligations Non-pension postretirement benefit obligations 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 as of December 31, 2023 and 2022) Other paid-in capital Retained earnings Total shareholders’ equity Total liabilities and shareholders’ equity See the Combined Notes to Consolidated Financial Statements 125 $ $ 602 $ 250 867 576 72 118 191 27 219 2,922 11,236 205 5,327 7,493 149 161 106 865 14,101 28,464 1,588 10,401 2,374 14,363 42,827 $ 577 — 1,010 415 74 108 226 5 191 2,606 10,518 205 5,021 6,913 148 165 79 642 12,968 26,297 1,588 9,746 2,030 13,364 39,661 Table of Contents (In millions) Balance at December 31, 2020 Net income Common stock dividends Contributions from parent Balance at December 31, 2021 Net income Common stock dividends Contributions from parent Balance at December 31, 2022 Net income Common stock dividends Contributions from parent Balance at December 31, 2023 Commonwealth Edison Company and Subsidiary Companies Consolidated Statements of Changes in Shareholders’ Equity Common Stock Other Paid-In Capital Retained Earnings Total Shareholders’ Equity $ $ $ $ 1,588 $ — — — 1,588 $ — — — 1,588 $ — — — 1,588 $ 8,285 $ — — 791 9,076 $ — — 670 9,746 $ — — 655 10,401 $ 1,456 $ 742 (507) — 1,691 $ 917 (578) — 2,030 $ 1,090 (746) — 2,374 $ 11,329 742 (507) 791 12,355 917 (578) 670 13,364 1,090 (746) 655 14,363 See the Combined Notes to Consolidated Financial Statements 126 Table of Contents (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 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 PECO Energy Company and Subsidiary Companies Consolidated Statements of Operations and Comprehensive Income For the Years Ended December 31, 2023 2022 2021 $ $ $ 3,202 $ 690 (7) 9 3,894 1,270 274 — 786 217 397 202 3,146 748 (192) (9) 36 (165) 583 20 563 $ 563 $ 3,156 $ 738 2 7 3,903 1,160 342 33 791 201 373 202 3,102 801 (165) (12) 31 (146) 655 79 576 $ 576 $ 2,613 538 26 21 3,198 699 188 194 757 177 348 184 2,547 651 (149) (12) 26 (135) 516 12 504 504 See the Combined Notes to Consolidated Financial Statements 127 Table of Contents (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 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 Regulatory assets and liabilities, net 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 Changes in Exelon intercompany money pool Dividends paid on common stock Contributions from parent 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 (Decrease) increase in capital expenditures not paid PECO Energy Company and Subsidiary Companies Consolidated Statements of Cash Flows For the Years Ended December 31, 2023 2022 2021 $ 563 $ 576 $ 397 (43) 13 67 (1) 34 (78) 86 (31) (1) 13 1,019 (1,426) 2 (1,424) (74) 575 (50) — (405) 348 (6) 388 (17) 68 51 $ 373 70 40 (205) (31) (56) 152 (20) (45) (18) 5 841 (1,349) 8 (1,341) 239 775 (350) — (399) 274 (15) 524 24 44 68 $ 504 348 11 — (35) 21 (26) 15 5 (21) (18) (31) 773 (1,240) 9 (1,231) — 750 (300) (40) (339) 414 (9) 476 18 26 44 $ $ (56) $ 9 $ 26 See the Combined Notes to Consolidated Financial Statements 128 PECO Energy Company and Subsidiary Companies Consolidated Balance Sheets ASSETS Table of Contents (In millions) Current 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 Regulatory assets Other Total current assets Property, plant, and equipment (net of accumulated depreciation and amortization of $4,097 and $4,078 as of December 31, 2023 and 2022, respectively) Deferred debits and other assets Regulatory assets Receivable related to Regulatory Agreement Units Investments Prepaid pension asset Other Total deferred debits and other assets Total assets See the Combined Notes to Consolidated Financial Statements 129 $ 527 (95) 117 (8) December 31, 2023 2022 $ 42 9 635 (105) 153 (9) 432 109 2 50 67 127 65 903 13,128 793 278 35 429 29 1,564 $ 15,595 $ 59 9 530 144 4 99 52 80 38 1,015 12,125 652 237 30 413 30 1,362 14,502 Table of Contents (In millions) Current liabilities 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 Long-term debt to financing trusts Deferred credits and other liabilities PECO Energy Company and Subsidiary Companies Consolidated Balance Sheets LIABILITIES AND SHAREHOLDER'S EQUITY $ Deferred income taxes and unamortized investment tax credits Regulatory liabilities Asset retirement obligations Non-pension postretirement benefit obligations 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 as of December 31, 2023 and 2022) Retained earnings Total shareholder's equity Total liabilities and shareholder's equity See the Combined Notes to Consolidated Financial Statements 130 December 31, 2023 2022 165 $ — 512 236 39 79 92 59 1,182 5,134 184 2,321 314 26 286 79 3,026 9,526 4,050 2,019 6,069 239 50 668 142 42 63 75 32 1,311 4,562 184 2,213 270 28 286 85 2,882 8,939 3,702 1,861 5,563 14,502 $ 15,595 $ Table of Contents (In millions) Balance at December 31, 2020 Net income Common stock dividends Contributions from parent Balance at December 31, 2021 Net income Common stock dividends Contributions from parent Balance at December 31, 2022 Net income Common stock dividends Contributions from parent Balance at December 31, 2023 PECO Energy Company and Subsidiary Companies Consolidated Statements of Changes in Shareholder's Equity Common Stock Retained Earnings Total Shareholder's Equity $ $ $ $ 3,014 $ — — 414 3,428 $ — — 274 3,702 $ — — 348 4,050 $ 1,519 $ 504 (339) — 1,684 $ 576 (399) — 1,861 $ 563 (405) — 2,019 $ 4,533 504 (339) 414 5,112 576 (399) 274 5,563 563 (405) 348 6,069 See the Combined Notes to Consolidated Financial Statements 131 Table of Contents (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 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 Baltimore Gas and Electric Company Statements of Operations and Comprehensive Income See the Combined Notes to Consolidated Financial Statements 132 For the Years Ended December 31, 2023 2022 2021 $ $ $ 3,065 $ 869 84 9 4,027 1,311 220 — 520 221 654 319 3,245 782 (182) 18 (164) 618 133 485 $ 485 $ 2,890 $ 1,037 (47) 15 3,895 1,186 363 18 670 207 630 302 3,376 519 (152) 21 (131) 388 8 380 $ 380 $ 2,497 801 12 31 3,341 699 243 233 618 193 591 283 2,860 481 (138) 30 (108) 373 (35) 408 408 Table of Contents Baltimore Gas and Electric Company 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 Asset impairments 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 (paid) received, net Income taxes Regulatory assets and liabilities, net 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 (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) increase in capital expenditures not paid See the Combined Notes to Consolidated Financial Statements 133 For the Years Ended December 31, 2023 2022 2021 $ 485 $ 380 $ 654 — 66 (1) 89 (5) 47 (75) (22) 37 (292) (19) (13) 951 (1,367) 7 (1,360) (72) 700 (300) (316) 385 (7) 390 (19) 67 48 $ 630 48 9 135 (197) (2) (61) 77 19 (17) (160) (68) (33) 760 (1,262) 11 (1,251) 278 500 (250) (300) 286 (11) 503 12 55 67 $ 408 591 — (17) 75 30 (13) (29) 14 3 20 (152) (81) (120) 729 (1,226) 18 (1,208) 130 600 (300) (292) 257 (6) 389 (90) 145 55 $ $ (44) $ 35 $ (59) Baltimore Gas and Electric Company Balance Sheets ASSETS Table of Contents (In millions) Current 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 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 $4,744 and $4,583 as of December 31, 2023 and 2022, 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 134 $ 527 (46) 106 (7) December 31, 2023 2022 $ 47 1 617 (54) 132 (10) 481 99 35 74 56 229 25 1,047 12,102 727 9 248 51 1,035 $ 14,184 $ 43 24 563 122 91 65 52 177 13 1,150 11,338 527 7 291 37 862 13,350 Table of Contents (In millions) Current liabilities 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 Baltimore Gas and Electric Company Balance Sheets December 31, 2023 2022 LIABILITIES AND SHAREHOLDER'S EQUITY $ 336 $ — 344 203 35 114 27 34 1,093 4,602 1,945 773 32 158 91 2,999 8,694 3,246 2,244 5,490 408 300 462 159 39 105 47 55 1,575 3,907 1,832 816 30 166 88 2,932 8,414 2,861 2,075 4,936 13,350 $ 14,184 $ Deferred income taxes and unamortized investment tax credits Regulatory liabilities Asset retirement obligations Non-pension postretirement benefit obligations 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 as of December 31, 2023 and 2022) Retained earnings (a) (a) Total shareholder's equity Total liabilities and shareholder's equity _____________ (a) In millions, shares round to zero. Number of shares is 1,500 authorized and 1,000 outstanding as of December 31, 2023 and 2022. See the Combined Notes to Consolidated Financial Statements 135 Table of Contents (In millions) Balance at December 31, 2020 Net income Common stock dividends Contributions from parent Balance at December 31, 2021 Net income Common stock dividends Contributions from parent Balance at December 31, 2022 Net income Common stock dividends Contributions from parent Balance at December 31, 2023 Baltimore Gas and Electric Company Statements of Changes in Shareholder's Equity Common Stock Retained Earnings Total Shareholder's Equity $ $ $ $ 2,318 $ — — 257 2,575 $ — — 286 2,861 $ — — 385 3,246 $ 1,879 $ 408 (292) — 1,995 $ 380 (300) — 2,075 $ 485 (316) — 2,244 $ 4,197 408 (292) 257 4,570 380 (300) 286 4,936 485 (316) 385 5,490 See the Combined Notes to Consolidated Financial Statements 136 Table of Contents (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 Pepco Holdings LLC and Subsidiary Companies Consolidated Statements of Operations and Comprehensive Income For the Years Ended December 31, 2023 2022 2021 $ $ $ 5,748 $ 205 64 9 6,026 2,250 98 — 1,110 179 990 487 5,114 9 921 (323) 108 (215) 706 116 590 $ 590 $ 5,376 $ 238 (59) 10 5,565 1,984 129 51 966 191 938 475 4,734 — 831 (292) 78 (214) 617 9 608 $ 608 $ 4,769 168 91 13 5,041 1,417 73 367 925 179 821 458 4,240 — 801 (267) 69 (198) 603 42 561 561 See the Combined Notes to Consolidated Financial Statements 137 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 flows used in operating activities: Depreciation and amortization Gain on sales 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 Collateral (paid) received, net Income taxes Regulatory assets and liabilities, net 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 sales of long-lived assets 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 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 (Decrease) increase in capital expenditures not paid See the Combined Notes to Consolidated Financial Statements 138 For the Years Ended December 31, 2023 2022 2021 $ 590 $ 608 $ 990 (9) 29 110 (79) (8) (42) 40 (196) 65 (61) (24) (101) 1,304 (1,988) 10 8 (1,970) (20) 1,075 (500) 21 (513) 475 (41) 497 (169) 373 204 $ 938 — (9) 163 (184) (46) (34) 30 148 (1) (136) (78) (149) 1,250 (1,709) — 6 (1,703) (54) 925 (310) 37 (750) 787 (22) 613 160 213 373 $ 561 821 — 24 (12) (48) 6 (16) 34 49 17 (99) (48) (132) 1,157 (1,720) — 2 (1,718) 100 825 (260) (14) (703) 683 (17) 614 53 160 213 $ $ (109) $ 136 $ (6) Pepco Holdings LLC and Subsidiary Companies Consolidated Balance Sheets ASSETS Table of Contents (In millions) Current 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 $3,175 and $2,618 as of December 31, 2023 and 2022, respectively) Deferred debits and other assets Regulatory assets Goodwill Investments Prepaid pension asset Other Total deferred debits and other assets Total assets See the Combined Notes to Consolidated Financial Statements 139 $ 745 (107) 310 (50) December 31, 2023 2022 180 $ 24 734 (109) 300 (46) 638 260 3 9 287 337 100 1,838 18,851 1,587 4,005 143 268 211 6,214 $ 26,903 $ 198 175 625 254 2 18 236 455 96 2,059 17,686 1,610 4,005 138 353 231 6,337 26,082 Pepco Holdings LLC and Subsidiary Companies Consolidated Balance Sheets LIABILITIES AND EQUITY December 31, 2023 2022 Table of Contents (In millions) Current liabilities 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 PPA Termination Obligation Other Total current liabilities Long-term debt Deferred credits and other liabilities Deferred income taxes and unamortized investment tax credits Regulatory liabilities Asset retirement obligations Non-pension postretirement benefit obligations Unamortized energy contract liabilities Other Total deferred credits and other liabilities Total liabilities Commitments and contingencies Member's equity Membership interest Undistributed losses Total member's equity Total liabilities and member's equity See the Combined Notes to Consolidated Financial Statements 140 $ $ 394 $ 644 683 338 59 65 100 71 8 49 138 2,549 8,004 3,031 904 55 40 27 511 4,568 15,121 12,057 (275) 11,782 26,903 $ 414 591 771 260 66 44 88 76 10 87 330 2,737 7,529 2,895 1,011 59 50 35 536 4,586 14,852 11,582 (352) 11,230 26,082 Table of Contents (In millions) Balance at December 31, 2020 Net income Distribution to member Contributions from member Balance at December 31, 2021 Net Income Distribution to member Contributions from member Balance at December 31, 2022 Net income Distribution to member Contributions from member Balance at December 31, 2023 Pepco Holdings LLC and Subsidiary Companies Consolidated Statements of Changes in Equity Membership Interest Undistributed (Losses)/Gains Total Member's Equity $ $ $ $ 10,112 — — 683 10,795 — — 787 11,582 — — 475 12,057 $ $ $ $ (68) 561 (703) — (210) 608 (750) — (352) 590 (513) — (275) $ $ $ $ 10,044 561 (703) 683 10,585 608 (750) 787 11,230 590 (513) 475 11,782 See the Combined Notes to Consolidated Financial Statements 141 Table of Contents (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 Potomac Electric Power Company Statements of Operations and Comprehensive Income For the Years Ended December 31, 2023 2022 2021 2,793 $ 22 9 2,824 2,557 $ (31) 5 2,531 974 — 336 236 441 390 2,377 9 456 (165) 66 (99) 357 51 795 39 284 223 417 382 2,140 — 391 (150) 55 (95) 296 (9) 306 $ 306 $ 305 $ 305 $ 2,216 53 5 2,274 353 271 258 213 403 373 1,871 — 403 (140) 48 (92) 311 15 296 296 $ $ $ See the Combined Notes to Consolidated Financial Statements 142 Table of Contents Potomac Electric Power Company 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 sales 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 Collateral (paid) received, net Income taxes Regulatory assets and liabilities, net 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 sale of long-lived assets 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 (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) increase in capital expenditures not paid See the Combined Notes to Consolidated Financial Statements 143 For the Years Ended December 31, 2023 2022 2021 $ 306 $ 305 $ 441 (9) (15) 53 (29) (3) (24) 6 (25) 60 (45) (12) (5) 699 (957) 10 8 (939) (167) 350 — (252) 308 (26) 213 (27) 99 72 $ 417 — (17) 36 (104) (33) (16) 24 24 (19) (69) (11) (66) 471 (874) — 3 (871) 124 625 (310) (463) 465 (10) 431 31 68 99 $ 296 403 — (8) (52) (28) 6 (8) 16 2 11 (81) (11) (84) 462 (843) — (1) (844) 140 275 — (268) 244 (6) 385 3 65 68 $ $ (55) $ 65 $ 30 Table of Contents (In millions) Current 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 ASSETS December 31, 2023 2022 $ 369 (52) 166 (28) $ $ 48 24 351 (47) 180 (25) 317 138 2 159 150 51 889 9,430 450 124 246 55 875 11,194 $ 45 54 304 155 — 135 235 53 981 8,794 437 119 273 53 882 10,657 Property, plant, and equipment (net of accumulated depreciation and amortization of $4,284 and $4,067 as of December 31, 2023 and 2022, 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 144 Table of Contents (In millions) Current liabilities Short-term borrowings Long-term debt due within one year Accounts payable Accrued expenses Payables to affiliates Customer deposits Regulatory liabilities Merger related obligation Other Total current liabilities Long-term debt Deferred credits and other liabilities Potomac Electric Power Company Balance Sheets December 31, 2023 2022 LIABILITIES AND SHAREHOLDER'S EQUITY $ 132 $ 405 321 191 32 47 15 25 61 1,229 3,691 1,431 382 37 280 2,130 7,050 3,075 1,069 4,144 299 4 382 125 34 39 6 26 93 1,008 3,747 1,382 455 39 244 2,120 6,875 2,767 1,015 3,782 10,657 $ 11,194 $ Deferred income taxes and unamortized investment tax credits Regulatory liabilities Asset retirement obligations Other Total deferred credits and other liabilities Total liabilities Commitments and contingencies Shareholder's equity Common stock ($0.01 par value, 200 shares authorized, 0 shares outstanding as of December 31, 2023 and 2022) 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 as of December 31, 2023 and 2022. See the Combined Notes to Consolidated Financial Statements 145 Table of Contents (In millions) Balance at December 31, 2020 Net income Common stock dividends Contributions from parent Balance at December 31, 2021 Net income Common stock dividends Contributions from parent Balance at December 31, 2022 Net income Common stock dividends Contributions from parent Balance at December 31, 2023 Potomac Electric Power Company Statements of Changes in Shareholder's Equity Common Stock Retained Earnings Total Shareholder's Equity $ $ $ $ 2,058 $ — — 244 2,302 $ — — 465 2,767 $ — — 308 3,075 $ 1,145 $ 296 (268) — 1,173 $ 305 (463) — 1,015 $ 306 (252) — 1,069 $ 3,203 296 (268) 244 3,475 305 (463) 465 3,782 306 (252) 308 4,144 See the Combined Notes to Consolidated Financial Statements 146 Table of Contents (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 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 Delmarva Power & Light Company Statements of Operations and Comprehensive Income For the Years Ended December 31, 2023 2022 2021 $ $ $ 1,460 $ 205 15 8 1,688 639 98 — 193 171 244 75 1,420 268 (74) 18 (56) 212 35 177 $ 177 $ 1,360 $ 238 (9) 6 1,595 567 129 10 183 166 232 72 1,359 236 (66) 13 (53) 183 14 169 $ 169 $ 1,191 168 14 7 1,380 387 73 79 183 162 210 67 1,161 219 (61) 12 (49) 170 42 128 128 See the Combined Notes to Consolidated Financial Statements 147 Table of Contents Delmarva Power & Light Company 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 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 (paid) received, net Income taxes Regulatory assets and liabilities, net 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 (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) increase in capital expenditures not paid See the Combined Notes to Consolidated Financial Statements 148 For the Years Ended December 31, 2023 2022 2021 $ 177 $ 169 $ 244 4 13 6 2 (5) (7) (121) 26 25 (4) 13 373 (562) — (562) (52) 650 (500) (133) 99 (11) 53 (136) 152 16 $ 232 16 29 (59) (10) (11) 19 78 — (34) (1) (10) 418 (430) 3 (427) (34) 125 — (143) 147 (5) 90 81 71 152 $ 128 210 39 3 15 (3) (8) 16 43 13 (43) (1) (27) 385 (429) 4 (425) 3 125 — (147) 120 (5) 96 56 15 71 $ $ (6) $ 23 $ (18) Table of Contents (In millions) Current 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 Delmarva Power & Light Company Balance Sheets ASSETS December 31, 2023 2022 $ 183 (19) 52 (8) $ $ 16 — 204 (21) 52 (7) 164 44 1 9 72 24 54 14 398 5,165 218 135 50 403 5,966 $ 31 121 183 45 — 18 58 23 80 14 573 4,820 202 153 54 409 5,802 Property, plant, and equipment, (net of accumulated depreciation and amortization of $1,925 and $1,772 as of December 31, 2023 and 2022, respectively) Deferred debits and other assets Regulatory assets Prepaid pension asset Other Total deferred debits and other assets Total assets See the Combined Notes to Consolidated Financial Statements 149 Delmarva Power & Light Company Balance Sheets LIABILITIES AND SHAREHOLDER'S EQUITY December 31, 2023 2022 Table of Contents (In millions) Current liabilities 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 Regulatory liabilities Asset retirement obligations Non-pension postretirement benefit obligations Other Total deferred credits and other liabilities Total liabilities Commitments and contingencies Shareholder's equity (a) Common stock ($2.25 par value, 0 shares authorized, 0 shares outstanding as of December 31, 2023 and 2022, respectively) Retained earnings (a) Total shareholder's equity Total liabilities and shareholder's equity _____________ (a) In millions, shares round to zero. Number of shares is 1,000 authorized and outstanding as of December 31, 2023 and 2022. See the Combined Notes to Consolidated Financial Statements 150 $ $ $ 63 84 159 64 25 31 50 21 497 1,996 904 365 12 6 93 1,380 3,873 1,455 638 2,093 5,966 $ 115 584 172 41 22 29 44 136 1,143 1,354 869 380 13 9 84 1,355 3,852 1,356 594 1,950 5,802 Table of Contents (In millions) Balance at December 31, 2020 Net income Common stock dividends Contributions from parent Balance at December 31, 2021 Net income Common stock dividends Contributions from parent Balance at December 31, 2022 Net income Common stock dividends Contributions from parent Balance at December 31, 2023 Delmarva Power & Light Company Statements of Changes in Shareholder's Equity Common Stock Retained Earnings Total Shareholder's Equity $ $ $ $ 1,089 $ — — 120 1,209 $ — — 147 1,356 $ — — 99 1,455 $ 587 128 (147) — 568 169 (143) — 594 177 (133) — 638 $ $ $ $ 1,676 128 (147) 120 1,777 169 (143) 147 1,950 177 (133) 99 2,093 See the Combined Notes to Consolidated Financial Statements 151 Table of Contents (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 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 Atlantic City Electric Company and Subsidiary Company Consolidated Statements of Operations and Comprehensive Income For the Years Ended December 31, 2023 2022 2021 $ $ $ 1,493 $ 27 2 1,522 637 — 233 153 283 8 1,314 208 (72) 20 (52) 156 36 120 $ 120 $ 1,448 $ (19) 2 1,431 622 2 189 142 261 9 1,225 206 (66) 11 (55) 151 3 148 $ 148 $ 1,362 24 2 1,388 677 17 179 141 179 8 1,201 187 (58) 4 (54) 133 (13) 146 146 See the Combined Notes to Consolidated Financial Statements 152 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 flows provided by 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 Collateral (paid) received, net Income taxes Regulatory assets and liabilities, net 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 (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) increase in capital expenditures not paid See the Combined Notes to Consolidated Financial Statements 153 For the Years Ended December 31, 2023 2022 2021 $ 120 $ 148 $ 283 27 — (57) (4) (12) 27 (50) — (47) (3) (83) 201 (460) — (460) 199 75 — (126) 65 (5) 208 (51) 72 21 $ 261 (2) 46 (19) (4) (7) (9) 46 11 (19) (7) (61) 384 (398) 1 (397) (144) 175 — (145) 175 (5) 56 43 29 72 $ 146 179 (15) — (37) 4 1 3 4 — 24 (3) (11) 295 (445) 1 (444) (43) 425 (260) (288) 319 (5) 148 (1) 30 29 $ $ (47) $ 48 $ (18) Table of Contents (In millions) Current 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 Regulatory assets Other Total current assets Atlantic City Electric Company and Subsidiary Company Consolidated Balance Sheets ASSETS December 31, 2023 2022 $ 194 (36) 92 (14) $ 21 $ 179 (41) 70 (14) 158 78 3 55 125 5 445 4,192 483 3 34 520 5,157 $ 72 138 56 1 43 130 3 443 3,990 494 18 34 546 4,979 Property, plant, and equipment, (net of accumulated depreciation and amortization of $1,684 and $1,551 as of December 31, 2023 and 2022, respectively) Deferred debits and other assets Regulatory assets Prepaid pension asset Other Total deferred debits and other assets Total assets See the Combined Notes to Consolidated Financial Statements 154 Table of Contents (In millions) Current liabilities Short-term borrowings Long-term debt due within one year Accounts payable Accrued expenses Payables to affiliates Customer deposits Regulatory liabilities PPA termination obligation Other Total current liabilities Long-term debt Deferred credits and other liabilities Atlantic City Electric Company and Subsidiary Company Consolidated Balance Sheets LIABILITIES AND SHAREHOLDER'S EQUITY December 31, 2023 2022 $ $ 199 $ 154 192 42 25 23 6 49 12 702 1,679 771 140 4 49 964 3,345 1,830 (18) 1,812 5,157 $ — 3 206 47 26 21 26 87 58 474 1,754 734 156 8 100 998 3,226 1,765 (12) 1,753 4,979 Deferred income taxes and unamortized investment tax credits Regulatory liabilities Non-pension postretirement benefit obligations Other Total deferred credits and other liabilities Total liabilities Commitments and contingencies Shareholder's equity Common stock ($3.00 par value, 25 shares authorized, 9 shares outstanding as of December 31, 2023 and 2022) Retained deficit Total shareholder's equity Total liabilities and shareholder's equity See the Combined Notes to Consolidated Financial Statements 155 Table of Contents (In millions) Balance at December 31, 2020 Net income Common stock dividends Contributions from parent Balance at December 31, 2021 Net income Common stock dividends Contributions from parent Balance at December 31, 2022 Net income Common stock dividends Contributions from parent Balance at December 31, 2023 Atlantic City Electric Company and Subsidiary Company Consolidated Statements of Changes in Shareholder's Equity Common Stock Retained Earnings (Deficit) Total Shareholder's Equity $ $ $ $ 1,271 $ — — 319 1,590 $ — — 175 1,765 $ — — 65 1,830 $ 127 146 (288) — (15) 148 (145) — (12) 120 (126) — (18) $ $ $ $ 1,398 146 (288) 319 1,575 148 (145) 175 1,753 120 (126) 65 1,812 See the Combined Notes to Consolidated Financial Statements 156 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 1 — Significant Accounting Policies 1. Significant Accounting Policies (All Registrants) Description of Business (All Registrants) Exelon is a utility services holding company engaged in the energy transmission and distribution businesses through ComEd, PECO, BGE, Pepco, DPL, and ACE. On February 21, 2021, Exelon’s Board of Directors approved a plan to separate the Utility Registrants and Generation. The separation was completed on February 1, 2022, creating two publicly traded companies, Exelon and Constellation. See Note 2 — Discontinued Operations for additional information. Name of Registrant Commonwealth Edison Company PECO Energy Company Baltimore Gas and Electric Company Business 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 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 Service Territories 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 Utility services holding company engaged, through its reportable segments Pepco, DPL, and ACE Service Territories of Pepco, DPL, and ACE Potomac Electric Power Company Purchase and regulated retail sale of electricity District of Columbia, and major portions of Montgomery and Prince George’s Counties, Delmarva Power & Light Company Atlantic City Electric Company Basis of Presentation (All Registrants) 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 Maryland. Portions of Delaware and Maryland (electricity) Portions of New Castle County, Delaware (natural gas) Portions of Southern New Jersey 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, except for the historical transactions between the Utility Registrants and Generation for the purposes of presenting discontinued operations in all periods presented in the Consolidated Statements of Operations and Comprehensive Income. 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, finance, engineering, customer operations, transmission and distribution planning, asset management, system operations, and power procurement, to PHI operating Registrants. 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. As of December 31, 2023 and 2022, Exelon owned 100% of PECO, BGE, and PHI and more than 99% of ComEd. PHI owns 100% of Pepco, DPL, and ACE. As of December 31, 2021, Exelon owned 100% of Generation. As of February 1, 2022, as a result of the completion of the separation, Exelon no longer owns any interest in Generation. The separation of Constellation, including Generation and its subsidiaries, meets the 157 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 1 — Significant Accounting Policies criteria for discontinued operations and as such, its results of operations are presented as discontinued operations and have been excluded from continuing operations for all periods presented. Accounting rules require that certain BSC costs previously allocated to Generation be presented as part of Exelon’s continuing operations as these costs do not qualify as expenses of the discontinued operations. Comprehensive income, shareholders' equity, and cash flows related to Generation have not been segregated and are included in the Consolidated Statements of Operations and Comprehensive Income, Consolidated Statements of Changes in Shareholders’ Equity, and Consolidated Statements of Cash Flows, respectively, for the periods ended December 31, 2022 and December 31, 2021. See Note 2 — Discontinued Operations for additional information. 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. 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. As of December 31, 2023 and 2022, and through the date of this report, management assessed certain accounting matters that require consideration of forecasted financial information, including, but not limited to, allowance for credit losses and the carrying value of goodwill and other long-lived assets, in context with the information reasonably available and the unknown future impacts of COVID-19. The Registrants' future assessment 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 pension and OPEB, unbilled energy revenues, allowance for credit losses, inventory reserves, goodwill and long-lived asset impairment assessments, derivative instruments, unamortized energy contracts, fixed asset depreciation, environmental costs and other loss contingencies, AROs, and taxes. Actual results could differ from those estimates. Regulatory Accounting (All Registrants) For their regulated electric and gas operations, the 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. The 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, DEPSC, 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. The Registrants' 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, the Registrants classify regulatory assets and liabilities with a recovery or settlement period greater than one year as both current and noncurrent in 158 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 1 — Significant Accounting Policies 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 noncurrent in the Registrants’ Consolidated Balance Sheets to align with the classification of the related deferred income tax balances. The 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 power and natural gas and utility revenues from ARP. 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. The 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, DPL, and ACE 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, DCPSC, and/or NJBPU 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. The Registrants recognize all ARP revenues that will be collected within 24 months of the end of the annual period in which they are recorded. See Note 3 — Regulatory Matters 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 22 — Supplemental Financial Information for taxes that are presented on a gross basis. Leases (All Registrants) 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 the rate implicit in the lease whenever that is readily determinable or 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, 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 159 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 1 — Significant Accounting Policies related obligation is incurred. Operating lease expense, finance lease expense, and variable lease payments are primarily recorded to Operating and maintenance expense on the 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 income is recognized in the period in which the related obligation is performed. Operating lease income and variable lease income are recorded to Operating revenues on the Registrants’ Statements of Operations and Comprehensive Income. The Registrants’ operating and finance leases consist primarily of real estate including office buildings and vehicles and equipment. 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 10 — Leases for additional information. 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, 2023 and 2022, the Registrants' restricted cash and cash equivalents primarily represented the following items: (a) Registrant Exelon ComEd PECO BGE PHI (a) Pepco DPL Description Payment of medical, dental, vision, and long-term disability benefits, in addition to the items listed below for the Utility Registrants. 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 and collateral held from its energy suppliers associated with procurement contracts. Payment of merger commitments and collateral held from energy suppliers. Collateral held from energy suppliers. __________ (a) As of December 31, 2023 and 2022, ACE had no restricted cash and cash equivalents. 160 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 1 — Significant Accounting Policies Restricted cash and cash equivalents not available to satisfy current liabilities are classified as noncurrent assets. As of December 31, 2023 and 2022, 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. See Note 16 — Debt and Credit Agreements and Note 22 — 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 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 Registrants' Consolidated Statements of Operations and Comprehensive Income or Regulatory assets and liabilities on the 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. See Note 6 — Accounts Receivable 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 and Materials and supplies are generally included in inventory when purchased. Fossil fuel is expensed to Purchased power and fuel expense when used or sold. Materials and supplies generally includes transmission and distribution materials and are expensed to Operating and maintenance or capitalized to Property, plant, and equipment, as appropriate, when installed or used. 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 and indirect construction costs including labor and related costs of departments associated with supporting construction activities. When appropriate, original cost also includes AFUDC for regulated property at the Utility Registrants. The cost of repairs and maintenance 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. 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 161 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 1 — Significant Accounting Policies 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. AFUDC. 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 7 — Property, Plant, and Equipment, Note 8 — Jointly Owned Electric Utility Plant and Note 22 — Supplemental Financial Information for additional information. Depreciation and Amortization (All Registrants) Depreciation is generally recorded over the estimated service lives of property, plant, and equipment on a straight-line basis using the group or composite 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 and historical retirements. See Note 7 — 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 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. Except for the regulatory assets and liabilities discussed above, amortization is generally recorded to Depreciation and amortization in the Registrants’ Consolidated Statements of Operations and Comprehensive Income when the recovery period is more than one year. See Note 3 — Regulatory Matters and Note 22 — Supplemental Financial Information for additional information regarding the amortization of the Registrants' regulatory assets. Asset Retirement Obligations (All Registrants) The Registrants estimate and recognize a liability for their legal obligation to perform asset retirement activities even though the timing and/or methods of settlement may be conditional on future events. The Registrants update their AROs either annually or on a rotational basis at least once every three years, based on a risk profile, unless circumstances warrant more frequent updates. The updates factor in new cost estimates, credit-adjusted, risk-free rates (CARFR) and escalation rates, and the timing of cash flows. AROs are accreted throughout each year to reflect the time value of money for these present value obligations through an increase to Regulatory assets. See Note 9 — Asset Retirement Obligations for additional information. Guarantees (All Registrants) If necessary, the Registrants recognize a liability at the time of issuance of a guarantee for the fair 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 162 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 1 — Significant Accounting Policies systematic and rational amortization method over the term of the guarantee. See Note 18 — Commitments and Contingencies for additional information. Asset Impairments Long-Lived Assets (All Registrants). The Registrants evaluate the carrying value of long-lived assets 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 specific regulatory disallowance, abandonment, or plans to dispose of a long-lived asset significantly before the end of its useful life. When the estimated undiscounted future cash flows attributable to the long-lived asset may not be recoverable, the amount of the impairment loss is determined by measuring the excess of the carrying amount of the long-lived asset over its fair value. 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 12 — Intangible Assets for additional information. Derivative Financial Instruments (All Registrants) Derivatives are recognized on the balance sheet at their fair value unless they qualify for certain exceptions, including NPNS. For derivatives that qualify and are designated as cash flow hedges, changes in fair value each period are initially recorded in AOCI and recognized in earnings when the underlying hedged transaction affects earnings. Amounts recognized in earnings are recorded in Interest expense, net on the Consolidated Statement of Operations and Comprehensive Income based on the activity the transaction is economically hedging. Cash inflows and outflows related to derivative instruments designated as cash flow hedges 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. For derivatives intended to serve as economic hedges, which are not designated for hedge accounting, changes in fair value each period are recognized in earnings or as a regulatory asset or liability each period. Amounts recognized in earnings are recorded in Electric operating revenues, Purchased power and fuel, or Interest expense in the Consolidated Statements of Operations and Comprehensive Income based on the activity the transaction is economically hedging. Changes in fair value are also recorded as a regulatory asset or liability when there is an ability to recover or return the associated costs or benefits in accordance with regulatory requirements. 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 the hedged item. See Note 3 — Regulatory Matters and Note 15 — Derivative Financial Instruments for additional information. Retirement Benefits (All Registrants) Exelon sponsors defined benefit pension plans and OPEB plans. 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 14 — Retirement Benefits for additional information. New Accounting Standards (All Registrants) New Accounting Standards Issued and Not Yet Adopted as of December 31, 2023: The following new authoritative accounting guidance issued by the FASB has not yet been adopted and reflected by the Registrants in their consolidated financial statements as of December 31, 2023. Unless otherwise indicated, the Registrants are currently assessing the impacts such guidance may have (which could be material) in their Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Income, Consolidated Statements 163 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 1 — Significant Accounting Policies of Cash Flows and disclosures, as well as the potential to early adopt where applicable. The Registrants have assessed other FASB issuances of new standards which are not listed below given the current expectation that such standards will not significantly impact the Registrants' financial reporting. Segment Reporting (Issued November 2023). Improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The objective of the revised guidance is to introduce a new requirement to disclose significant segment expenses regularly provided to the CODM, extend certain annual disclosures to interim periods, clarify single reportable segment entities must apply ASC 280 in its entirety, permit more than one measure of segment profit or loss to be reported under certain conditions, and require disclosure of the title and position of the CODM. The standard is effective for annual periods beginning January 1, 2024 and interim periods beginning January 1, 2025, with early adoption permitted. The standard will be applied retrospectively. Improvement to Income Tax Disclosures (Issued December 2023). Provides additional disclosure requirements related to the effective tax rate reconciliation and income taxes paid. Under the revised guidance for the effective tax reconciliations, entities would be required to disclose: (1) eight specific categories in the effective tax rate reconciliation in both percentages and reporting currency amount, (2) additional information for reconciling items over a certain threshold, (3) explanation of individual reconciling items disclosed, and (4) provide a qualitative description of the state and local jurisdictions that contribute to the majority of the state income tax expense. For each annual period presented, the new standard requires disclosure of the year-to-date amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign. It also requires additional disaggregated information on income taxes paid (net of refunds received) to an individual jurisdiction equal to or greater than 5% of total income taxes paid (net of refunds received). The standard is effective January 1, 2025, with early adoption permitted. 2. Discontinued Operations (Exelon) On February 21, 2021, Exelon's Board of Directors approved a plan to separate the Utility Registrants and Generation, creating two publicly traded companies ("the separation"). Exelon completed the separation on February 1, 2022, through the distribution of 326,663,937 common stock shares of Constellation, the new publicly traded company, to Exelon shareholders. Under the separation plan, Exelon shareholders retained their current shares of Exelon stock and received one share of Constellation common stock for every three shares of Exelon common stock held on January 20, 2022, the record date for the distribution, in a transaction that was tax-free to Exelon and its shareholders for U.S. federal income tax purposes. Constellation was newly formed and incorporated in Pennsylvania on June 15, 2021 for the purposes of separation and holds Generation (including Generation's subsidiaries). Pursuant to the separation: • • • • • Exelon entered into four term loans consisting of a 364-day term loan for $1.15 billion and three 18-month term loans for $300 million, $300 million, and $250 million, respectively. Exelon issued these term loans primarily to fund the cash payment to Constellation and for general corporate purposes. See Note 16 — Debt and Credit Agreements for additional information. Exelon made a cash payment of $1.75 billion to Constellation on January 31, 2022. Exelon contributed its equity ownership interest in Generation to Constellation. Exelon no longer retains any equity ownership interest in Generation or Constellation. Exelon transferred certain corporate assets and employee-related obligations to Constellation. Exelon received cash from Generation of $258 million to settle the intercompany loan on January 31, 2022. See Note 16 — Debt and Credit Agreements for additional information. Continuing Involvement In order to govern the ongoing relationships between Exelon and Constellation after the separation, and to facilitate an orderly transition, Exelon and Constellation have entered into several agreements, including the following: 164 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 2 — Discontinued Operations • • • Separation Agreement – governs the rights and obligations between Exelon and Constellation regarding certain actions to be taken in connection with the separation, among others, including the allocation of assets and liabilities between Exelon and Constellation. Transition Services Agreement (TSA) – governs the terms and conditions of the services that Exelon provides to Constellation and Constellation provides to Exelon for an expected period of two years, provided that certain services may be longer than the term and services may be extended with approval from both parties. The services include specified accounting, finance, information technology, human resources, employee benefits, and other services that have historically been provided on a centralized basis by BSC. For the year ended December 31, 2023, the amounts Exelon billed Constellation and Constellation billed Exelon for these services were $151 million recorded in Other income, net and $14 million recorded in Operating and maintenance expense, respectively. For the period from February 1, 2022 to December 31, 2022, the amounts Exelon billed Constellation and Constellation billed Exelon for these services were $266 million recorded in Other income, net and $43 million recorded in Operating and maintenance expense, respectively. Tax Matters Agreement (TMA) – governs the respective rights, responsibilities and obligations of Exelon and Constellation with respect to all tax matters, including tax liabilities and benefits, tax attributes, tax returns, tax contests and other tax sharing regarding U.S. federal, state, local and foreign income taxes, other tax matters and related tax returns. See Note 13 — Income Taxes for additional information. In addition, the Utility Registrants will continue to incur expenses from transactions with Constellation after the separation. Prior to the separation, such expenses were primarily recorded as Purchased power from affiliates and an immaterial amount recorded as Operating and maintenance expense from affiliates at the Utility Registrants. After the separation, such expenses are primarily recorded as Purchased power and an immaterial amount recorded as Operating and maintenance expense at the Utility Registrants. • • • • • • ComEd had an ICC-approved RFP contract with Constellation to provide a portion of ComEd’s electric supply requirements. ComEd also purchased RECs and ZECs from Constellation. PECO received electric supply from Constellation under contracts executed through PECO’s competitive procurement process. In addition, PECO had a ten-year agreement with Constellation to sell solar AECs. BGE received a portion of its energy requirements from Constellation under its MDPSC-approved market-based SOS and gas commodity programs. Pepco received electric supply from Constellation under contracts executed through Pepco’s competitive procurement process approved by the MDPSC and DCPSC. DPL received a portion of its energy requirements from Constellation under its MDPSC and DEPSC approved market-based SOS commodity programs. ACE received electric supply from Constellation under contracts executed through ACE’s competitive procurement process approved by the NJBPU. ComEd and PECO also have receivables with Constellation for estimated excess funds at the end of decommissioning the Regulatory Agreement Units, such amounts are due back to ComEd and PECO, as applicable, for payment to their respective customers. See Note 3 — Regulatory Matters and Note 23 — Related Party Transactions for additional information. Discontinued Operations The separation represented a strategic shift that had a major effect on Exelon’s operations and financial results. Accordingly, the separation met the criteria for discontinued operations. There were no results from discontinued operations for the year ended December 31, 2023. The following table presents the results of Constellation that have been reclassified from continuing operations and included in discontinued operations within Exelon’s Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2022 and 2021. 165 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 2 — Discontinued Operations These results are primarily Generation, which is comprised of Exelon’s Mid-Atlantic, Midwest, New York, ERCOT, and Other Power Regions reportable segments, and include the impact of transaction costs, certain BSC costs, including any transition costs, that were historically allocated and directly attributable to Generation, transactions between Generation and the Utility Registrants, and tax-related adjustments. Transaction costs include costs for external bankers, accountants, appraisers, lawyers, external counsels and other advisors, among others, who are involved in the negotiation, appraisal, due diligence and regulatory approval of the separation. Transition costs are primarily employee-related costs such as recruitment expenses, costs to establish certain stand-alone functions and information technology systems, professional services fees, and other separation-related costs during the transition to separate Generation. For the purposes of reporting discontinued operations, these results also include transactions between Generation and the Utility Registrants that were historically eliminated within Exelon’s Consolidated Statements of Operations, as these transactions will be ongoing after the separation. Certain BSC costs that were historically allocated to Generation are presented as part of continuing operations in Exelon’s Consolidated Statements of Operations as these costs do not qualify as expenses of the discontinued operations per the accounting rules. Operating revenues Competitive business revenues Competitive business revenues from affiliates Total operating revenues Operating expenses Competitive businesses purchased power and fuel Operating and maintenance Depreciation and amortization Taxes other than income taxes Total operating expenses (a) Gain on sales of assets and businesses Operating income Other income and (deductions) Interest expense, net Other, net Total other income and (deductions) Income before income taxes Income taxes Equity in losses of unconsolidated affiliates Net income Net income attributable to noncontrolling interests Net income from discontinued operations For the Years Ended December 31, 2022 2021 1,855 $ 161 2,016 1,138 371 94 44 1,647 10 379 (20) (281) (301) 78 (40) (1) 117 1 116 $ 18,466 1,189 19,655 12,163 4,174 3,003 475 19,815 201 41 (282) 795 513 554 332 (9) 213 123 90 $ $ __________ (a) Includes transaction and transition costs related to the separation of $52 million and $43 million for the years ended December 31, 2022 and 2021, respectively. There were no assets or liabilities of discontinued operations included in Exelon's Consolidated Balance Sheet as of December 31, 2023 and 2022. Constellation had net assets of $11,573 million that separated on February 1, 2022 that resulted in a reduction to Exelon's equity during the year ended December 31, 2022. Refer to the Distribution of Constellation line in Exelon's Consolidated Statement of Changes in Shareholders' Equity for further information. There were no discontinued operations included within Exelon's Consolidated Statements of Cash Flows for the year ended December 31, 2023. The following table presents selected financial information regarding cash flows of the discontinued operations that are included within Exelon’s Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021. 166 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Non-cash items included in net income from discontinued operations: Depreciation, amortization, and accretion, including nuclear fuel and energy contract amortization Asset impairments Loss (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 losses (gains) on NDT fund investments Net unrealized losses on equity investments Other decommissioning-related activity Cash flows from investing activities: Capital expenditures Collection of DPP Supplemental cash flow information: (Decrease) increase in capital expenditures not paid Increase in DPP Increase in PP&E related to ARO update 3. Regulatory Matters (All Registrants) The following matters below discuss the status of material regulatory and legislative proceedings of the Registrants. Distribution Base Rate Case Proceedings The following tables show the completed and pending distribution base rate case proceedings in 2023. Completed Distribution Base Rate Case Proceedings 167 Note 2 — Discontinued Operations For the Years Ended December 31, 2022 2021 207 $ — 9 (143) (59) 205 16 36 (227) 169 (128) $ 348 335 4,540 545 (201) (224) (568) (586) 160 (946) (1,341) 3,902 96 3,652 618 $ $ Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters Registrant/Jurisdiction Filing Date April 15, 2022 (a) ComEd - Illinois January 17, 2023 (b) April 21, 2023 (c) Service Electric Electric Electric PECO - Pennsylvania March 31, 2022 Natural Gas BGE - Maryland Pepco - Maryland (g) DPL - Maryland (h) ACE - New Jersey (i) May 15, 2020 (amended (e) September 11, 2020) February 17, 2023 (f) October 26, 2020 (amended March 31, 2021) May 19, 2022 February 15, 2023 (amended August 21, 2023) Electric Natural Gas Electric Natural Gas Electric Electric Electric Requested Revenue Requirement Increase Approved Revenue Requirement Increase Approved ROE Approval Date Rate Effective Date $ $ $ $ $ $ $ $ $ $ $ 199 $ 1,487 $ 247 $ 82 $ 203 $ 108 $ 199 501 259 55 140 74 7.85% November 17, 2022 January 1, 2023 8.905% December 14, 2023 January 1, 2024 8.91% N/A (d) 9.50% 9.65% November 30, 2023 January 1, 2024 October 27, 2022 January 1, 2023 December 16, 2020 January 1, 2021 313 $ 179 9.50% 289 $ 229 9.45% December 14, 2023 January 1, 2024 104 $ 38 92 $ $ 52 29 45 9.55% 9.60% 9.60% June 28, 2021 June 28, 2021 December 14, 2022 January 1, 2023 November 17, 2023 December 1, 2023 __________ (a) ComEd’s 2023 approved revenue requirement above reflects an increase of $144 million for the initial year revenue requirement for 2023 and an increase of $55 million related to the annual reconciliation for 2021. The revenue requirement for 2023 provides for a weighted average debt and equity return on distribution rate base of 5.94% inclusive of an allowed ROE of 7.85%, reflecting the monthly average yields for 30-year treasury bonds plus 580 basis points. The reconciliation revenue requirement for 2021 provides for a weighted average debt and equity return on distribution rate base of 5.91%, inclusive of an allowed ROE of 7.78%, reflecting the monthly yields on 30-year treasury bonds plus 580 basis points less a performance metrics penalty of 7 basis points. ComEd's last performance-based electric distribution formula rate update filing under EIMA was completed in 2022. See discussion of CEJA below for details on the transition away from the electric distribution formula rate. (b) Reflects a four-year cumulative multi-year rate plan for January 1, 2024 to December 31, 2027. On December 14, 2023, the ICC approved year-over-year distribution revenue requirement increases in 2024-2027, with an amendatory order on January 10, 2024, of approximately $451 million effective January 1, 2024, $14 million effective January 1, 2025, $6 million effective January 1, 2026, and $30 million effective January 1, 2027, based on an ROE of 8.905%, an equity ratio of 50%, and year end 2022 rate base. The ICC rejected ComEd’s Grid Plan, requiring ComEd to file a revised Grid Plan by March 13, 2024, 90 days after the issuance of the December final order. The ICC also directed that the revised Grid Plan would be reviewed through further formal proceedings in that docket. On January 10, 2024, the ICC granted one portion of ComEd’s application for rehearing of the December 14, 2023 final order, and directing that a 150-day rehearing process reconsider the revenue requirements for the test years (2024-2027), absent an approved Grid Plan. On January 31,2024, the ICC further clarified the scope of the rehearing process. ComEd anticipates that the revenue requirements determined during the rehearing process will be further updated upon approval of a revised Grid Plan. On January 10, 2024, ComEd also filed with the Illinois appellate court an appeal of various aspects of the ICC’s final order on which rehearing was denied, including the 8.905% ROE, 50% equity ratio, and denial of any return on ComEd’s pension asset. 168 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters (c) On November 30, 2023, the Delivery Reconciliation Amount for 2022 defined in Rider Delivery Service Pricing Reconciliation (Rider DSPR) was approved. The delivery reconciliation amount allows for the reconciliation of the revenue requirement in effect in the final years in which formula rates are determined and until such time as new rates are established under ComEd’s approved MRP. The 2023 filing reconciled the delivery service rates in effect in 2022 with the actual delivery service costs incurred in 2022. The reconciliation revenue requirement provides for a weighted average debt and equity return on distribution rate base of 6.48%, inclusive of an allowed ROE of 8.91%, reflecting the monthly yields on 30-year treasury bonds plus 580 basis points. (d) The PECO electric and natural gas base rate case proceedings were resolved through settlement agreements, which did not specify an approved ROE. (e) Reflects a three-year cumulative multi-year plan for 2021 through 2023. BGE proposed to use certain tax benefits to fully offset the increases in 2021 and 2022 and partially offset the increase in 2023. The MDPSC awarded BGE electric revenue requirement increases of $59 million, $39 million, and $42 million, before offsets, in 2021, 2022, and 2023, respectively, and natural gas revenue requirement increases of $53 million, $11 million, and $10 million, before offsets, in 2021, 2022, and 2023, respectively. However, the MDPSC utilized the tax benefits to fully offset the increases in 2021 and January 2022 such that customer rates remained unchanged. For the remainder of 2022, the MDPSC chose to offset only 25% of the cumulative 2021 and 2022 electric revenue requirement increases and 50% of the cumulative gas revenue requirement increases. In 2021, the MDPSC deferred a decision on whether to use certain tax benefits to offset the revenue requirement increases in 2023 and directed BGE to make another proposal at the end of 2022. In September 2022, BGE proposed that tax benefits not be used to offset the 2023 revenue requirement increases. On October 26, 2022, the MDPSC accepted BGE's recommendation to not use tax benefits to offset the 2023 revenue requirement increases. (f) Reflects a three-year cumulative multi-year plan for January 1, 2024 through December 31, 2026. The MDPSC awarded BGE electric revenue requirement increases of $41 million, $113 million, and $25 million in 2024, 2025, and 2026, respectively, and natural gas revenue requirement increases of $126 million, $62 million, and $41 million in 2024, 2025, and 2026, respectively. Requested revenue requirement increases will be used to recover capital investments designed to increase the resilience of the electric and gas distribution systems and support Maryland's climate and regulatory initiatives. The MDPSC also approved a portion of the requested 2021 and 2022 reconciliation amounts, which will be recovered through separate electric and gas riders starting in 2024. As such, the reconciliation amounts are not included in the approved revenue requirement increases. The 2021 reconciliation amounts are $13 million and $7 million for electric and gas, respectively, and the 2022 reconciliation amounts are $39 million and $15 million for electric and gas, respectively. (g) Reflects a three-year cumulative multi-year plan for April 1, 2021 through March 31, 2024. The MDPSC awarded Pepco electric incremental revenue requirement increases of $21 million, $16 million, and $15 million, before offsets, for the 12-month periods ending March 31, 2022, 2023, and 2024, respectively. Pepco proposed to utilize certain tax benefits to fully offset the increase through 2023 and partially offset customer rate increases in 2024. However, the MDPSC only utilized the acceleration of refunds for certain tax benefits to fully offset the increases such that customer rates remain unchanged through March 31, 2022. On February 23, 2022, the MDPSC chose to offset 25% of the cumulative revenue requirement increase through March 31, 2023. In 2021, the MDPSC deferred a decision on whether to use certain tax benefits to offset the revenue requirement increases for the 12-month period ending March 31, 2024. In December 2022 Pepco proposed that tax benefits not be used to offset the revenue requirement increases for this period. On January 25, 2023, the MDPSC accepted Pepco’s recommendations not to use tax benefits to offset revenue requirement increases for the 12-month period ending March 31, 2024. (h) Reflects a three-year cumulative multi-year plan for January 1, 2023 through December 31, 2025. The MDPSC awarded DPL electric incremental revenue requirement increases of $17 million, $6 million, and $6 million for 2023, 2024, and 2025, respectively. (i) Requested and approved increases are before New Jersey sales and use tax. The NJBPU awarded ACE electric revenue requirement increases of $36 million and $9 million effective December 1, 2023 and February 1, 2024, respectively. 169 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters Pending Distribution Base Rate Case Proceedings Registrant/Jurisdiction Pepco - District of Columbia (a) Pepco - Maryland (b) DPL - Delaware (c) Filing Date April 13, 2023 May 16, 2023 (amended January 26, 2024) December 15, 2022 (amended September 29, 2023) Service Electric Electric Electric $ $ $ Requested Revenue Requirement Increase 191 188 39 Requested ROE 10.50% 10.50% 10.50% Expected Approval Timing Third quarter of 2024 Second quarter of 2024 Second quarter of 2024 __________ (a) Reflects a three-year cumulative multi-year plan for January 1, 2024 through December 31, 2026 submitted to the DCPSC. Pepco requested total electric revenue requirement increases of $117 million, $37 million, and $37 million in 2024, 2025 and 2026, respectively. Requested revenue requirement increases will be used to recover capital investments designed to advance system-readiness and support the District of Columbia’s climate and clean energy goals. (b) Reflects a three-year cumulative multi-year plan for April 1, 2024 through March 31, 2027 submitted to the MDPSC. Pepco requested total electric revenue requirement increases of $69 million, $54 million and $51 million effective April 1, 2024, April 1, 2025, and April 1, 2026, respectively through its rebuttal filing made on January 26, 2024. The plan contains a proposed nine-month extension period with a requested revenue requirement increase of $14 million effective April 1, 2027 through December 31, 2027. Requested revenue requirement increases will be used to recover capital investments designed to advance system-readiness and support Maryland's climate and clean energy goals. On August 7, 2023, the MDPSC issued an order approving a settlement agreement which allows Pepco to establish a revenue deferral mechanism to recover its full Commission-authorized year 1 increase between July 1, 2024 through March 31, 2025 and extend the procedural schedule to address intervenor resource constraints. (c) The rates went into effect on July 15, 2023, subject to refund. Transmission Formula Rates 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 is based on prior year actual costs and current year projected capital additions (initial year revenue requirement). The update for ComEd 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 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 BGE, Pepco, DPL, and ACE 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 PECO, BGE, Pepco, DPL, and ACE also reconciles any differences between the actual costs and actual revenues for the calendar year (annual reconciliation). 170 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters For 2023, the following total increases/(decreases) were included in the Utility Registrants' electric transmission formula rate updates: ComEd PECO BGE Pepco DPL ACE Registrant (a) Initial Revenue Requirement Increase 20 $ 24 $ $ $ $ $ 19 37 32 41 $ $ $ $ $ $ Annual Reconciliation Increase (Decrease) 63 23 (12) (5) (3) (12) Total Revenue Requirement Increase 83 $ 47 $ $ $ $ $ 4 (d) 32 29 29 Allowed Return on Rate Base (b) Allowed ROE (c) 8.09 % 7.41 % 7.34 % 7.57 % 7.08 % 7.08 % 11.50 % 10.35 % 10.50 % 10.50 % 10.50 % 10.50 % __________ (a) All rates are effective June 1, 2023 - May 31, 2024, subject to review by interested parties pursuant to review protocols of each Utility Registrants' tariff. (b) Represents the weighted average debt and equity return on transmission rate bases. For ComEd and PECO, the common equity component of the ratio used to calculate the weighted average debt and equity return on the transmission formula rate base is currently capped at 55% and 55.75%, respectively. (c) The rate of return on common equity for each Utility Registrant includes a 50-basis-point incentive adder for being a member of a RTO. (d) The increase in BGE's transmission revenue requirement includes a $3 million reduction related to a FERC-approved dedicated facilities charge to recover the costs of providing transmission service to specifically designated load by BGE. Other State Regulatory Matters Illinois Regulatory Matters CEJA (Exelon and ComEd). On September 15, 2021, the Governor of Illinois signed into law CEJA. CEJA includes, among other features, (1) procurement of CMCs from qualifying nuclear-powered generating facilities, (2) a requirement to file a general rate case or a new four-year MRP no later than January 20, 2023 to establish rates effective after ComEd’s existing performance-based distribution formula rate sunsets, (3) requirements that ComEd and the ICC initiate and conduct various regulatory proceedings on subjects including ethics, spending, grid investments, and performance metrics. ComEd Electric Distribution Rates ComEd filed, and received approval for, its last performance-based electric distribution formula rate update under EIMA in 2022; those rates were in effect throughout 2023. On February 3, 2022, the ICC approved a tariff that establishes the process under which ComEd reconciled its 2022 and will reconcile its 2023 rate year revenue requirements with actual costs. Those reconciliation amounts are determined using the same process used for prior reconciliations under the performance-based electric distribution formula rate. Using that process, for the rate years 2022 and 2023 ComEd will ultimately collect revenues from customers reflecting each year’s actual recoverable costs, year-end rate base, and a weighted average debt and equity return on distribution rate base, with the ROE component based on the annual average of the monthly yields of the 30-year U.S. Treasury bonds plus 580 basis points. In April 2023, ComEd filed its first petition with the ICC to reconcile its 2022 actual costs with the approved revenue requirement that was in effect in 2022; the final order was issued on November 30, 2023, for rates beginning January 2024. In 2024, ComEd will file with the ICC its 2023 actual costs with the approved revenue requirement that was in effect in 2023. 171 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters Beginning in 2024, ComEd will recover from retail customers, subject to certain exceptions, the costs it incurs to provide electric delivery services either through its electric distribution rate or other recovery mechanisms authorized by CEJA. On January 17, 2023, ComEd filed a petition with the ICC seeking approval of a MRP for 2024-2027. The MRP supports a multi-year grid plan (Grid Plan), also filed on January 17, covering planned investments on the electric distribution system within ComEd’s service area through 2027. Costs incurred during each year of the MRP are subject to ICC review and the plan’s revenue requirement for each year will be reconciled with the actual costs that the ICC determines are prudently and reasonably incurred for that year. The reconciliation is subject to adjustment for certain costs, including a limitation on recovery of costs that are more than 105% of certain costs in the previously approved MRP revenue requirement, absent a modification of the rate plan itself. Thus, for example, the rate adjustments necessary to reconcile 2024 revenues to ComEd’s actual 2024 costs incurred would take effect in January 2026 after the ICC’s review during 2025. On May 22, 2023, direct testimony was filed by ICC staff and more than a dozen intervenors and intervenor groups. The testimonies addressed a wide variety of topics, including rate of return on equity, capital structure, grid planning, various distribution grid and information technology investments, and affordability and customer service. ComEd also made voluntary adjustments and, per the ICC’s final beneficial electrification order requiring ComEd to recover beneficial electrification costs through the MRP, increased its total revenue requirement request from $1.472 billion to $1.545 billion. ComEd filed its reply brief on September 27, 2023, to adjust its total requested revenue requirement increase to $1.487 billion. On December 14, 2023, the ICC issued a final order. The ICC rejected ComEd’s Grid Plan as non-compliant with certain requirements of CEJA, and required ComEd to file a revised Grid Plan by March 13, 2024, 90 days after the issuance of the final order. In the absence of an approved Grid Plan, the ICC set ComEd’s forecast revenue requirements for 2024-2027 based on ComEd's approved year-end 2022 rate base. This results in a total cumulative revenue requirement increase of $501 million, a $986 million total revenue reduction from the requested cumulative revenue requirement increase but remains subject to annual reconciliation in accordance with CEJA. The final order approved the process and formulas associated with the MRP reconciliation mechanisms. The ICC did not approve a previously proposed phase-in of the ICC's approved year-over-year revenue increases, and it also denied ComEd's ability to earn a return on its pension asset. On December 22, 2023, ComEd filed an application for rehearing on several findings in the final order including the use of the 2022 year-end rate base to establish forecast revenue requirements for 2024- 2027, ROE, pension asset return, and capital structure. On January 10, 2024, ComEd’s application for rehearing was denied on all issues except for the order’s use of the 2022 year-end rate base. On January 31, 2024, the ICC granted ComEd's motion seeking additional clarification on the scope on rehearing, generally accepting ComEd's proposal and confirming that the rehearing will determine if the forecasted year-end 2023 rate base should be used to set rates for 2024 through 2027 until a refiled Grid Plan is approved. A final rehearing order on that topic is statutorily required by early June 2024. On January 10, 2024, ComEd also filed an appeal in the Illinois Appellate Court of the issues on which rehearing was denied, including but not limited to the allowed ROE and denial of a return on ComEd’s pension asset. There is no deadline by when the appellate court must rule. On February 8, 2024, the ICC denied ComEd's request to provide clarification on other issues including the schedule for review of the refiled Grid Plan. ComEd has completed and placed in service additional utility plant assets in 2023 and will continue to complete and place in service additional utility plant assets prior to the approval of the new Grid Plan. There are still significant unknowns, but ComEd does not currently believe that it is probable that the initially uncollected depreciation or return on the recently completed plant will ultimately be disallowed. In January 2022, ComEd filed a request with the ICC proposing performance metrics that would be used in determining ROE incentives and penalties in the event ComEd filed a MRP in January 2023. On September 27, 2022, the ICC issued a final order approving seven performance metrics that provide symmetrical performance adjustments of 32 total basis points to ComEd’s rate of return on common equity based on the extent to which ComEd achieves the annual performance goals. On November 10, 2022, the ICC granted ComEd's application for rehearing, in part. On April 5, 2023, the ICC issued its final order on rehearing for the performance and tracking metrics proceeding, in which the ICC declined to adopt ComEd's proposed modifications to the reliability and peak load reduction performance metrics. Efforts are underway to implement the performance metrics, which took effect on January 1, 2024. ComEd will make its initial filing in 2025 to assess performance achieved under the metrics in 2024, and to determine any ROE adjustment, which would take effect in 2026. 172 Table of Contents Carbon Mitigation Credit Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters CEJA establishes decarbonization requirements for Illinois as well as programs to support the retention and development of emissions-free sources of electricity. ComEd is required to purchase CMCs from participating nuclear-powered generating facilities between June 1, 2022 and May 31, 2027. The price to be paid for each CMC was established through a competitive bidding process that included consumer-protection measures that capped the maximum acceptable bid amount and a formula that reduces CMC prices by an energy price index, the base residual auction capacity price in the ComEd zone of PJM, and the monetized value of any federal tax credit or other subsidy if applicable. The consumer protection measures contained in CEJA will result in net payments to ComEd ratepayers if the energy index, the capacity price and applicable federal tax credits or subsidy exceed the CMC contract price. In the June 2022 billing period. ComEd began issuing credits to its retail customers under its new CMC rider. A regulatory asset is recorded for the difference between customer credits issued and the credit to be received from the participating nuclear-powered generating facilities. The balance as of December 31, 2023 is $673 million. Under CEJA, the costs of procuring CMCs, including carrying costs, are recovered through a rider, the Rider Carbon-Free Resource Adjustment (Rider CFRA). As originally approved by the ICC, Rider CFRA provides for an annual reconciliation and true-up to actual costs incurred or credits received by ComEd to purchase CMCs, with any difference to be credited to or collected from ComEd’s retail customers in subsequent periods. The difference between the net payments to (or receivables from) ComEd ratepayers and the credits received by ComEd to purchase CMCs is recorded to Purchased power expense with an offset to the regulatory asset (or regulatory liability). On December 21, 2022, ComEd filed an amendment to Rider CFRA proposing that it recover costs or provide credits faster than the tariff allows, implement monthly reconciliations, and allow ComEd to adjust Rider CFRA rates based not only on anticipated differences but also past payments or credits, and implement monthly reconciliations beginning with the June 2023 delivery period. The ICC approved the proposal on January 19, 2023. In addition, on March 24, 2023, ComEd submitted revisions to Rider CFRA which clarified the methodology for calculating interest to be included in the annual reconciliation associated with the June 2022 through May 2023 delivery year. The ICC approved the proposal on April 20, 2023. On February 2, 2024, ComEd filed a petition with the ICC to initiate the reconciliation proceeding for the costs incurred in connection with the procurement of CMCs during the delivery year beginning June 1, 2022 and extending through May 31, 2023. Excess Deferred Income Taxes The ICC initiated a docket to accelerate and fully credit to customers TCJA unprotected property-related EDIT no later than December 31, 2025. On July 7, 2022, the ICC issued a final order on the schedule for the acceleration of EDIT amortization, adopting the proposal as submitted by several parties, including ComEd, ICC Staff, the Illinois Attorney General's Office, and the Citizens Utility Board. EDIT amortization will be credited to customers through a new rider from January 1, 2023 through December 31, 2025. Beneficial Electrification Plan 173 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters On March 23, 2023, the ICC issued its final order approving the beneficial electrification plan for ComEd. The ICC rejected ComEd's request to treat a large portion of beneficial electrification costs as a regulatory asset and ordered ComEd to seek cost recovery through the multi-year rate plan filing for 2024 and 2025, and the final formula rate reconciliation docket for 2023, rather than through a separate charge. The order also authorized an overall annual budget of $77 million per year for the three year plan period (2023 through 2025), with flexibility to roll forward unused funds to future years within the same plan period. On April 18, 2023, ComEd filed an application for rehearing in the beneficial electrification plan docket. The Chicago Transit Authority and City of Chicago, jointly, and the Office of the Illinois Attorney General (ILAG) also filed applications for rehearing. On April 27, 2023, ICC staff filed a motion for clarification, seeking clarification from the ICC on the precise budget described in the final order. On May 8, 2023, the ICC denied all applications for rehearing, and entered an amendatory order regarding the annual beneficial electrification plan budgets. ComEd has been directed to use good faith efforts to spend $77 million annually. ComEd subsequently filed its compliance filing in May 2023, detailing project related spending, clarifying the procedure that will be used to seek stakeholder feedback related to beneficial electrification pilot programs, and including the timeline for tariff changes required to implement the programs. ComEd and the ILAG both filed appeals of the ICC’s interim order that addressed the permissible scope of utility beneficial electrification programs outside of transportation and the rate impact cap. The ILAG also filed an appeal seeking reversal of portions of the ICC’s final decision. The final order partly mooted ComEd’s appeal of the interim order and ComEd has decided not to pursue the other issues. As such, ComEd moved to voluntarily dismiss its appeal and the appellate court granted that request. The ILAG consolidated their appeals. Any ruling on the appeals, even a negative ruling removing programs from the BE Plan or lowering the overall budget of the BE Plan, will only impact forward-looking costs. Energy Efficiency CEJA extends ComEd’s current cumulative annual energy efficiency MWh savings goals through 2040, adds expanded electrification measures to those goals, increases low-income commitments and adds a new performance adjustment to the energy efficiency formula rate. ComEd expects its annual spend to increase in 2023 through 2040 to achieve these energy efficiency MWh savings goals, which will be deferred as a separate regulatory asset that will be recovered through the energy efficiency formula rate over the weighted average useful life, as approved by the ICC, of the related energy efficiency measures. 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, 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 174 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters During 2023, the ICC approved the following total increases in ComEd's requested energy efficiency revenue requirement: Filing Date May 26, 2023 $ Requested Revenue Requirement Increase Approved Revenue Requirement Increase (a) Approved ROE 118 $ 118 8.91 % Approval Date November 30, 2023 Rate Effective Date January 1, 2024 _________ (a) ComEd's 2024 approved revenue requirement above reflects an increase of $71 million for the initial year revenue requirement for 2024 and a increase of $47 million related to the annual reconciliation for 2022. The revenue requirement for 2024 provides for a weighted average debt and equity return on the energy efficiency regulatory asset and rate base of 6.48% inclusive of an allowed ROE of 8.91%, reflecting the monthly average yields for 30-year treasury bonds plus 580 basis points. The revenue requirement for the 2022 reconciliation year provides for a weighted average debt and equity return on the energy efficiency regulatory asset and rate base of 7.47% inclusive of an allowed ROE of 10.89%, which includes an upward performance adjustment that increased the ROE. The performance adjustment can either increase or decrease the ROE based upon the achievement of energy efficiency savings goals. See table below for ComEd's regulatory assets associated with its energy efficiency formula rate. Maryland Regulatory Matters Maryland Revenue Decoupling (Exelon, BGE, PHI, Pepco, and DPL). In 1998, the MDPSC approved natural gas monthly rate adjustments for BGE and in 2007, the MDPSC approved electric monthly rate adjustments for BGE and BSAs for Pepco and DPL, all of which are decoupling mechanisms. As a result of the decoupling mechanisms, certain Operating revenues from electric and natural gas distribution at BGE and Operating revenues from electric distribution at Pepco Maryland (see also District of Columbia Revenue Decoupling below for Pepco District of Columbia) and DPL are not impacted by abnormal weather or usage per customer. For BGE, Pepco, and DPL, the decoupling mechanism eliminates the impacts of abnormal weather or customer usage by recognizing revenues based on an authorized distribution amount per customer by customer class. Operating revenues from electric and natural gas distribution at BGE and Operating revenues from electric distribution at Pepco Maryland and DPL are, however, impacted by changes in the number of customers. Maryland Order Directing the Distribution of Energy Assistance Funds (Exelon, BGE, PHI, Pepco, and DPL). On June 15, 2021, the MDPSC issued an order authorizing the disbursal of funds to utilities in accordance with Maryland COVID-19 relief legislation. Under this order, BGE, Pepco, and DPL received funds of $50 million, $12 million, and $8 million, respectively, in July 2021. The funds have been used to reduce or eliminate certain qualifying past-due residential customer receivables. EmPOWER Maryland Cost Recovery (Exelon, BGE, PHI, Pepco and DPL). On December 29, 2023, the MDPSC issued an order authorizing the next three-year program cycle for EmPOWER Maryland and approved various proposals by the program administrators to implement new energy efficiency programs for the 2024-2026 program cycle, as well as continue operating core programs. Historically, BGE, Pepco, and DPL deferred most of their energy efficiency program costs to a regulatory asset and either deferred most of their demand response program costs to a regulatory asset or capitalized them. Beginning in 2024, BGE, Pepco, and DPL will begin deferring less energy efficiency and demand response program costs to a regulatory asset. Additionally, as part of the order, the MDPSC directed BGE, Pepco, and DPL to extend the amortization of unamortized costs as of December 31, 2023 from 5 to 7 years to mitigate customer bill impacts. District of Columbia Regulatory Matters District of Columbia Revenue Decoupling (Exelon, PHI, and Pepco). In 2009, the DCPSC approved a BSA, which is a decoupling mechanism. As a result of the decoupling mechanism, Operating revenues from electric distribution at Pepco District of Columbia (see also Maryland Revenue Decoupling above for Pepco Maryland) are not impacted by abnormal weather or usage per customer. The decoupling mechanism eliminates the impacts of abnormal weather or customer usage by recognizing revenues based on an authorized distribution amount per customer by customer class. Operating revenues from electric distribution at Pepco District of Columbia are, however, impacted by changes in the number of customers. 175 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 Regulatory Matters Conservation Incentive Program (CIP) (Exelon, PHI, and ACE). On September 25, 2020, ACE filed an application with the NJBPU as was required seeking approval to implement a portfolio of energy efficiency programs pursuant to New Jersey’s clean energy legislation. The filing included a request to implement a CIP that would eliminate the favorable and unfavorable impacts of weather and customer usage patterns on distribution revenues for most customers. The CIP compares current distribution revenues by customer class to approved target revenues established in ACE’s most recent distribution base rate case. The CIP is calculated annually and recovery is subject to certain conditions, including an earnings test and ceilings on customer rate increases. On April 27, 2021, the NJBPU approved the settlement filed by ACE and the third parties to the proceeding. The approved settlement addresses all material aspects of ACE’s filing, including ACE’s ability to implement the CIP prospectively effective July 1, 2021. As a result of this decoupling mechanism, operating revenues will no longer be impacted by abnormal weather or usage for most customers. Starting in third quarter of 2021, ACE has recorded alternative revenue program revenues for its best estimate of the distribution revenue impacts resulting from future changes in CIP rates that it believes are probable of approval by the NJBPU in accordance with this mechanism. Termination of Energy Procurement Provisions of PPAs (Exelon, PHI, and ACE). On December 22, 2021, ACE filed with the NJBPU a petition to terminate the provisions in the PPAs to purchase electricity from two coal-powered generation facilities located in the state of New Jersey. The petition was approved by the NJBPU on March 23, 2022. Upon closing of the transaction on March 31, 2022, ACE recognized a liability of $203 million for the contract termination fee, which is to be paid by the end of 2024, and recognized a corresponding regulatory asset of $203 million. As of December 31, 2023, the $49 million liability for the contract termination fee is included in Other current liabilities in Exelon's Consolidated Balance Sheet and PPA termination obligation in PHI's and ACE's Consolidated Balance Sheets. For the year ended December 31, 2023 and 2022, ACE has paid $88 million and $66 million of the liability, which is recorded in Changes in Other assets and liabilities in Exelon's, PHI's, and ACE's Consolidated Statements of Cash Flows. ACE Infrastructure Investment Program Filings (Exelon, PHI, and ACE). On February 28, 2018, ACE filed with the NJBPU the Registrants' 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. On October 31, 2022, ACE filed with the NJBPU a second IIP, called “Powering the Future”, proposing to seek recovery through a new component of ACE’s rider mechanism, totaling $379 million, over the four-year period of July 1, 2023, to June 30, 2027. The new IIP will allow ACE to invest in projects that are designed to enhance the reliability, resiliency, and safety of the service ACE provides to its customers. On June 15, 2023, ACE entered into a settlement agreement with other parties, which allows for a recovery totaling $93 million of reliability related capital investments from July 1, 2023, through June 30, 2027. ACE will have the option of seeking approval from the NJBPU to extend the end date of the IIP beyond June 30, 2027, if ACE determines an extension is necessary. On June 29, 2023, the NJBPU adopted the settlement agreement and issued an order approving the program. 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 consisted 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. On July 14, 2021, the NJBPU approved the settlement filed by ACE and the third parties to the proceeding. The approved settlement addresses all material aspects of ACE's smart energy network deployment plan, including 176 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters cost recovery of the investment costs, incremental O&M expenses, and the unrecovered balance of existing infrastructure through future distribution rates. 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. Under the legislation, the NJBPU will issue ZECs to the qualifying nuclear power plants and the electric distribution utilities in New Jersey, including ACE, will be required to purchase those ZECs. ACE began collecting from retail distribution customers, through a non-bypassable charge, all costs associated with the procurement of the ZECs effective April 18, 2019. Other Federal Regulatory Matters FERC Audit (Exelon and ComEd). The Utility Registrants are subject to periodic audits and investigations by FERC. FERC’s Division of Audits and Accounting initiated a nonpublic audit of ComEd in April 2021 evaluating ComEd’s compliance with (1) approved terms, rates and conditions of its federally regulated service; (2) accounting requirements of the Uniform System of Accounts; (3) reporting requirements of the FERC Form 1; and (4) the requirements for record retention. The audit period extends back to January 1, 2017. During the first quarter of 2023, ComEd was provided with information from FERC about several potential findings, including ComEd's methodology regarding the allocation of certain overhead costs to capital under FERC regulations. Based on the preliminary findings and discussions with FERC staff, ComEd determined that a loss was probable and recorded a regulatory liability to reflect its best estimate of that loss in the first quarter of 2023. On July 27, 2023, FERC issued a final audit report which included, among other things, findings and recommendations related to ComEd's methodology regarding the allocation of certain overhead costs to capitalized construction costs under FERC regulations, including a suggestion that refunds may be due to customers for amounts collected in previous years. On August 28, 2023, ComEd filed a formal notice of the issues it will contest. On December 14, 2023, FERC appointed a settlement judge for the contested overhead allocation findings. The final outcome and resolution of any contested audit issues as well as a reasonable estimate of potential future losses cannot be accurately estimated at this stage; however, the final resolution of these matters could result in recognition of future losses, above the amounts currently accrued, that could be material to the Exelon and ComEd financial statements. 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. 177 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 the Registrants at December 31, 2023 and 2022: December 31, 2023 Regulatory assets AMI programs - deployment costs AMI programs - legacy meters Asset retirement obligations Carbon mitigation credit COVID-19 DC PLUG charge Deferred income taxes Deferred storm costs Electric distribution formula rate annual reconciliations Electric distribution formula rate significant one-time events Electric energy and natural gas costs Energy efficiency and demand response programs Energy efficiency costs Fair value of long-term debt Fair value of PHI's unamortized energy contracts MGP remediation costs Multi-year plan reconciliations Pension and OPEB Pension and OPEB - merger related Removal costs Renewable energy Transmission formula rate annual reconciliations Under-recovered credit loss expense Under-recovered revenue decoupling Universal service fund charge under-recovery - Electric Zero emission credit Other Total regulatory assets Less: current portion Exelon ComEd PECO BGE PHI Pepco DPL ACE $ 109 $ — $ — $ 127 159 673 41 3 759 114 787 89 98 631 1,691 486 35 315 112 2,254 637 827 134 75 112 176 59 58 352 10,913 2,215 28 104 673 11 — — — 787 89 — — 1,691 — — 286 — — — — 134 — 78 — — 58 190 4,129 1,335 — 22 — 11 — 748 — — — 1 23 — — — 15 — — — — — 9 — — 59 — 32 920 127 $ 49 12 23 — 6 — — 84 — — 25 316 — — — 14 112 — — 219 — 5 — 64 — — 27 956 229 $ 60 87 10 — 13 3 11 30 — — 72 292 — 385 35 — — — — 608 — 61 34 112 — — 111 1,924 337 $ 18 41 6 — 10 3 11 9 — — 11 187 — — — — — — — 137 — 15 — 100 — — 52 600 150 $ 17 14 2 — 3 — — 2 — — 2 73 — — — — — — — 118 — 22 — — — — 19 272 54 Total noncurrent regulatory assets $ 8,698 $ 2,794 $ 793 $ 727 $ 1,587 $ 450 $ 218 $ 25 32 2 — — — — 19 — — 59 32 — — — — — — — 354 — 24 34 12 — — 15 608 125 483 178 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters December 31, 2023 Exelon ComEd PECO BGE PHI Pepco DPL ACE Regulatory liabilities Decommissioning the Regulatory Agreement Units Dedicated facilities charge Deferred income taxes Electric energy and natural gas costs Energy efficiency and demand response programs Multi-year plan reconciliations Over-recovered revenue decoupling Removal costs Renewable portfolio standards costs Other Total regulatory liabilities Less: current portion $ 3,232 $ 2,954 $ 278 $ — $ — $ — $ — $ 129 3,284 121 1 23 2 1,845 1,102 226 9,965 389 — 1,900 4 — — — 1,701 1,102 23 7,684 191 — — 93 1 — — — — 34 406 92 129 634 — — — — 28 — 9 800 27 — 750 24 — 23 2 116 — 60 975 71 — 338 9 — 16 — 20 — 14 397 15 — 274 15 — 7 2 96 — 21 415 50 Total noncurrent regulatory liabilities $ 9,576 $ 7,493 $ 314 $ 773 $ 904 $ 382 $ 365 $ — — 138 — — — — — — 8 146 6 140 179 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) December 31, 2022 Regulatory assets AMI programs - deployment costs AMI programs - legacy meters Asset retirement obligations Carbon mitigation credit COVID-19 DC PLUG charge Deferred income taxes Deferred storm costs Electric distribution formula rate annual reconciliations Electric distribution formula rate significant one-time events Electric energy and natural gas costs Energy efficiency and demand response programs Energy efficiency costs Fair value of long-term debt Fair value of PHI's unamortized energy contracts MGP remediation costs Pension and OPEB Pension and OPEB - merger related Removal costs Renewable energy Transmission formula rate annual reconciliations Under-recovered credit loss expense Under-recovered revenue decoupling Universal service fund charge under-recovery - Electric Other Total regulatory assets Less: current portion Exelon ComEd PECO BGE PHI Pepco DPL ACE Note 3 — Regulatory Matters $ 122 $ 160 — $ 48 — $ — 151 843 58 37 606 90 271 115 241 560 1,434 521 44 318 1,867 769 782 85 37 71 106 19 371 9,678 1,641 99 843 20 — — — 271 115 — — 1,434 — — 293 — — — 85 — 38 — — 196 3,442 775 22 — 17 — 595 — — — 15 — — — — 13 — — — — 16 — — 19 35 732 80 $ 69 20 21 — 8 — — 55 — — 25 286 — — — 12 — — 171 — — — 8 — 29 704 177 $ 53 92 9 — 13 37 11 35 — — 201 274 — 414 44 — — — 611 — 21 33 98 — 119 2,065 455 $ 25 53 6 — 10 37 11 2 — — 41 187 — — — — — — 144 — 3 — 98 — 55 672 235 $ 22 17 2 — 3 — — 2 — — 26 74 — — — — — — 109 — 5 — — — 22 282 80 6 22 1 — — — — 31 — — 134 13 — — — — — — 359 — 13 33 — — 12 624 130 494 Total noncurrent regulatory assets $ 8,037 $ 2,667 $ 652 $ 527 $ 1,610 $ 437 $ 202 $ 180 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters December 31, 2022 Exelon ComEd PECO BGE PHI Pepco DPL ACE Regulatory liabilities Decommissioning the Regulatory Agreement Units Dedicated facilities charge Deferred income taxes Electric energy and natural gas costs Energy efficiency and demand response programs Multi-year plan reconciliations Over-recovered revenue decoupling Removal costs Renewable portfolio standards costs Stranded costs Transmission formula rate annual reconciliations Other Total regulatory liabilities Less: current portion $ 2,897 $ 110 2,660 $ — 237 $ — 3,546 87 15 14 19 1,750 810 9 31 261 9,549 437 2,010 11 — — — 1,604 810 — 3 41 7,139 226 — 65 15 — — — — — — 28 345 75 — $ 110 682 4 — — 4 35 — — 18 10 863 47 — $ — — $ — — $ — 854 7 — 14 15 111 — 9 10 67 1,087 76 402 — — 14 — 20 — — 9 16 461 6 304 7 — — 6 91 — — 1 15 424 44 Total noncurrent regulatory liabilities $ 9,112 $ 6,913 $ 270 $ 816 $ 1,011 $ 455 $ 380 $ — — 148 — — — 9 — — 9 — 16 182 26 156 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 AMI programs - deployment costs Represents installation and ongoing incremental 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 Represents early retirement costs of legacy meters. BGE - 2026 Pepco - 2029 DPL - 2030 ACE - 2029 ComEd - 2028 BGE - 2026 Pepco - 2029 DPL - 2030 ACE - To be determined in next distribution rate case filed with NJBPU. BGE, Pepco, DPL - Yes ACE - Yes, on incremental costs of new smart meters ComEd, Pepco (District of Columbia), DPL (Delaware), ACE - Yes BGE, Pepco (Maryland), DPL (Maryland) - No Asset retirement obligations Represents future legally required removal costs associated with existing AROs. Over the life of the related assets. Yes, once the removal activities have been performed 181 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Line Item Carbon mitigation credit Description Represents CMC procurement costs and credits as well as reasonable costs ComEd has incurred to implement and comply with the CMC procurement process. COVID-19 Represents incremental credit losses and direct costs related to COVID-19 incurred primarily in 2020 at the Utility Registrants, partially offset by a decrease in travel costs at BGE, Pepco and DPL. Direct costs consisted 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. Note 3 — Regulatory Matters End Date of Remaining Recovery/Refund Period Return No 2024 ComEd - 2025 BGE - 2028 PECO - 2024 Pepco (District of Columbia) - $8 million to be determined in pending multi-year plan filed with DCPSC. ComEd, BGE, and DPL (Maryland) - Yes PECO, Pepco, and DPL (Delaware) - No Pepco (Maryland) - $2 million to be determined in pending multi-year plan filed with MDPSC. DPL (Maryland) - $1 million - 2027 DPL (Delaware) - $2 million to be determined in pending distribution rate case filed with DEPSC. DC PLUG charge Decommissioning the Regulatory Units Represents 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. Represents estimated excess funds at the end of decommissioning the Regulatory Agreement Units. See below regarding Decommissioning the Regulatory Agreement Units for additional information. 2024 Portion of asset funded by Pepco-Yes Not currently being refunded. No 182 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 Dedicated facilities charge Represents the timing difference between the recovery of certain transmission-related assets and their depreciable life. Deferred income taxes Represents 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. Depreciable life of the related assets. Yes Amounts are recoverable 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. Pepco - $1 million - 2024; $8 million to be determined in a future multi-year plan filed with MDPSC. No Deferred storm costs For Pepco, DPL, ACE, and BGE, amounts represent total incremental storm restoration costs incurred due to major storm events recoverable from customers in the Maryland and New Jersey jurisdictions. DPL - 2027 ACE - 2026 Pepco, DPL, BGE - Yes ACE - No Electric distribution formula rate annual reconciliations Electric distribution formula rate significant one-time events Represents under/(over)-recoveries related to electric distribution service costs recoverable through ComEd's performance-based formula rate, which is st updated annually with rates effective on January 1 . Represents 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. 2025 2027 Yes Yes BGE - $57 million - 2028; $27 million to be determined in the next multi-year plan filed with MDPSC. 183 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 Electric energy and natural gas costs Represents under (over)-recoveries related to energy and gas supply related costs recoverable (refundable) under approved rate riders. 2025 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 - 2025 BGE - 2030 Pepco, DPL - 2030 ACE - 2032 Energy efficiency costs Represents 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. 2035 DPL (Delaware), ACE - Yes ComEd, PECO, BGE, Pepco, DPL (Maryland) - No BGE, Pepco (Maryland), DPL (Maryland) - See above regarding EmPOWER Maryland Cost Recovery for additional information DPL (Delaware), Pepco (District of Columbia) - No ACE - Yes PECO - Yes on capital investment recovered through this mechanism Yes 184 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters End Date of Remaining Recovery/Refund Period Return Line Item Fair value of long-term debt Description Represents the difference between the carrying value and fair value of long- term debt of BGE, recorded at Exelon, and PHI of $101 million and $385 million, respectively, as of December 31, 2023, and $107 million and $414 million, respectively, as of December 31, 2022, as of the 2016 PHI and 2012 Constellation merger dates. Exelon - 2036 PHI - 2045 Fair value of PHI’s unamortized energy contracts 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 MGP remediation costs Represents environmental remediation costs for MGP sites recorded at ComEd, PECO, and BGE. Multi-year plan reconciliations Represents under (over)-recoveries related to electric and gas distribution multi-year plans. ComEd and PECO - Over the expected remediation period. See Note 18 — Commitments and Contingencies for additional information. BGE - 10 years from when the remediation spend occurs. BGE - $60 million related to 2021 and 2022 reconciliations - 2025. $52 million related to 2023 reconciliations - to be determined in a future MDPSC order. Pepco (District of Columbia) - $16 million which has been reviewed by the DCPSC and will be finalized upon receipt of the DCPSC order in the pending multi-year plan filing. DPL (Maryland) - $7 million to be determined in next multi-year plan filed with MDPSC. 185 No No ComEd and PECO - No BGE - Yes BGE - No Pepco (District of Columbia) - Yes DPL (Maryland) - Yes Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Line Item Description Pension and OPEB Primarily reflects the Utility Registrants' and PHI's 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' and PHI's non–service cost components capitalized in Property, plant and equipment, net on their Consolidated Balance Sheets. End Date of Remaining Recovery/Refund Period The deferred costs are amortized over the plan participants' average remaining service periods subject to applicable pension and OPEB cost recognition policies. See Note 14 — Retirement Benefits for additional information. The capitalized non–service cost components are amortized over the lives of the underlying assets. No Note 3 — Regulatory Matters Return 186 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters End Date of Remaining Recovery/Refund Period Return Line Item Pension and OPEB - merger related Removal costs Renewable energy Description The deferred costs established at the date of the 2012 Constellation and 2016 PHI mergers are amortized over the plan participants' average remaining service periods subject to applicable pension and OPEB cost recognition policies. The costs are recovered through customer rates once amortized through net periodic benefit cost. See Note 14 — Retirement Benefits for additional information. The capitalized non–service cost components are amortized over the lives of the underlying assets. 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. Represents the change in fair value of ComEd‘s 20-year floating-to-fixed long- term renewable energy swap contracts. Renewable portfolio standards costs Represents an overcollection of funds from both ComEd customers and alternative retail electricity suppliers to be spent on future renewable energy procurements. Stranded costs 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. 2023 187 Legacy BGE - 2038 Legacy PHI - 2032 BGE, Pepco, DPL, and ACE - Asset is generally recovered over the life of the underlying assets. ComEd, BGE, Pepco, and DPL - Liability is reduced as costs are incurred. 2032 $1,033 million to be determined in pending ICC annual reconciliation for the Renewable Energy Adjustment rider. $69 million to be determined based on the LTRRPP developed by the IPA. No Yes No No No 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 Transmission formula rate annual reconciliations Represents under (over)-recoveries related to transmission service costs recoverable through the Utility Registrants’ FERC formula rates, which are st updated annually with rates effective each June 1 . 2025 Yes Under (over) -recovered revenue decoupling Represents electric and / or gas distribution costs recoverable from or refundable to customers under decoupling mechanisms. Under-recovered credit loss expense Universal service fund charge under- recovery - Electric 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 over a twelve-month period beginning in June of the following calendar year. ACE intends to recover from June through May of each respective year, subject to approval of the NJBPU. Represents under-recovery of electric supply and distribution revenue shortfalls net of base rate recovery related to PECO’s Universal Service programs, which are designed to provide affordable bills for electric service to low-income, residential customers based on individual household needs. Zero emission credit Represents ZEC procurement costs and any reasonable costs ComEd has incurred to implement and comply with the ZEC procurement process. Decommissioning the Regulatory Agreement Units BGE - 2025 Pepco (Maryland) - $10 million - 2024 Pepco (District of Columbia) - $90 million to be determined in the next multi-year plan filed with DCPSC. BGE, Pepco, DPL, ACE - No DPL - 2024 ACE - 2024 ComEd - 2024 ACE - To be determined in pending Societal Benefits Rider filing with NJBPU. No PECO - To be determined in the annual adjustment and reconciliation as approved by the PAPUC. No ComEd - Over 9 months starting with the September billing period and ending with the following May billing period. ComEd - No The regulatory agreements with the ICC and PAPUC dictate 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. 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 Constellation to ultimately return excess funds to PECO customers (on an aggregate basis for all seven units), decommissioning-related activities prior to separation on February 1, 2022 were generally offset in Exelon’s Consolidated 188 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 3 — Regulatory Matters Statements of Operations and Comprehensive Income with an offsetting adjustment to the regulatory liabilities or regulatory assets and an equal noncurrent affiliate receivable from or payable to Generation at PECO. Following the separation, decommissioning-related activities result in an adjustment to the Receivable related to Regulatory Agreement Units and an equal adjustment to the regulatory liabilities or regulatory assets at PECO. For the former ComEd units, given no further recovery from ComEd customers is permitted and Constellation retains an obligation to ultimately return excess funds to ComEd customers (on a unit-by-unit basis), to the extent excess funds are expected for each unit, decommissioning-related activities prior to separation on February 1, 2022 were offset in the Consolidated Statements of Operations and Comprehensive Income with an offsetting adjustment to regulatory liabilities and noncurrent affiliate receivable from Generation at ComEd. Following the separation, decommissioning-related activities result in an adjustment to the Receivable related to Regulatory Agreement Units and an equal adjustment to the regulatory liabilities at ComEd. 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. 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 the Registrants' 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 the Utility Registrants' customers. PECO had no related amounts at December 31, 2023 and December 31, 2022 December 31, 2023 December 31, 2022 Exelon ComEd (a) BGE (b) PHI Pepco (c) DPL (c) ACE (d) $ 110 $ 57 $ 32 8 $ 33 28 $ 45 21 $ 34 18 $ 1 2 10 1 __________ (a) Reflects ComEd's unrecognized equity returns earned for ratemaking purposes on its energy efficiency and electric distribution formula rate regulatory assets. (b) BGE's amount capitalized for ratemaking purposes primarily relates to earnings on shareholders' investment on their AMI programs and on investments in rate base included in the multi-year plan reconciliations. (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, and for Pepco District of Columbia revenue decoupling program. The earnings on energy efficiency are on Pepco District of Columbia and DPL Delaware programs only. (d) ACE's authorized amounts capitalized for ratemaking purposes primarily relate to earnings on shareholders' investment on AMI programs. 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. The 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. 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. 189 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 Regulated Electric and Gas Tariff Sales Regulated Transmission Services Description 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. Performance Obligation Timing of Revenue Recognition Payment Terms Delivery of electricity and/or natural gas. Various including (i) Network Integration Transmission Services (NITS), (ii) scheduling, system control and dispatch services, and (iii) access to the wholesale grid. 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. (a) Within the month following delivery of the electricity or natural gas to the customer. Over time utilizing output methods to measure progress towards completion. (b) Paid weekly by PJM. __________ (a) 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. (b) 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. The Utility Registrants do not incur any material costs to obtain or fulfill contracts with customers. 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 in Other current liabilities and Other noncurrent liabilities in the Registrants' Consolidated Balance Sheets. On July 1, 2020, Pepco, DPL, and ACE each entered into a collaborative arrangement ("Agreement") 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 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. Pursuant to the Agreement, Pepco, DPL, and ACE have the option ("Payment Option"), but not obligation, to sell two additional 10% undivided interests in the tower attachment agreements to the Buyer for specified consideration. 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 specified undivided percentage interest in those new agreements as set forth in the Agreement. Pepco, DPL, and ACE received cash and recorded contract liabilities as of July 1, 2020. The revenue attributable to this arrangement will be recognized as Electric operating revenues over the 35 years under the Agreement. 190 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 During the fourth quarter of 2023, Pepco, DPL, and ACE entered into an amendment to the Agreement (“Amendment”) to modify the terms of the Payment Option and the conditions to exercise the exclusive right extensions. Concurrently, Pepco, DPL and ACE exercised both Payment Options which also triggered the extension of the exclusive right period until 2027. The Amendment and executed Payment Options represent a contract modification that is accounted for prospectively in accordance with authoritative guidance. Pepco, DPL and ACE received cash and recorded an increase to the contract liabilities as of December 31, 2023 as shown in the table below. The revenue will be recognized as Electric operating revenues over the remaining term of the Agreement (approximately 31 years). The following table provides a rollforward of the contract liabilities reflected in Exelon's, PHI's, Pepco's, DPL's, and ACE'S Consolidated Balance Sheets. As of December 31, 2023, 2022, and 2021, ComEd's, PECO's, and BGE's contract liabilities were not material. Balance at December 31, 2021 Revenues recognized Balance at December 31, 2022 Consideration received Revenues recognized Balance at December 31, 2023 Exelon (a) PHI (a) Pepco (a) DPL (a) ACE (a) $ $ $ $ $ 109 (8) 101 39 (7) $ $ 109 (8) 101 39 (7) $ $ 87 (6) 81 31 (5) 133 $ 133 $ 107 $ 11 (1) 10 4 (1) 13 $ $ $ 11 (1) 10 4 (1) 13 __________ (a) Revenues recognized in the years ended December 31, 2023 and 2022, were included in the contract liabilities at December 31, 2022 and 2021, respectively. Transaction Price Allocated to Remaining Performance Obligations 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, 2023. 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 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. Year 2024 2025 2026 2027 2028 and thereafter Total Revenue Disaggregation Exelon PHI Pepco DPL ACE $ $ 8 $ 6 6 5 108 133 $ 8 $ 6 6 5 108 133 $ 6 $ 5 5 5 86 107 $ 1 $ — — — 12 13 $ 1 1 1 — 10 13 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 CODMs in deciding how to evaluate performance and allocate resources at each of the Registrants. 191 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 5 — Segment Information Exelon has six reportable segments, which include 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 the segments based on net income. The separation of Constellation Energy Corporation, including Generation and its subsidiaries, meets the criteria for discontinued operations and as such, results of operations are presented as discontinued operations and have been excluded from continuing operations for all periods presented. Furthermore, the reportable segment information related to the discontinued operations has been excluded from the tables presented below. See Note 2 — Discontinued Operations for additional information. 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, 2023, 2022, and 2021 is as follows: 192 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) ComEd PECO BGE PHI Other (a) Intersegment Eliminations Exelon Note 5 — Segment Information Operating revenues : (b) 2023 Electric revenues Natural gas revenues Shared service and other revenues Total operating revenues 2022 Electric revenues Natural gas revenues Shared service and other revenues Total operating revenues 2021 Electric revenues Natural gas revenues Shared service and other revenues Total operating revenues Intersegment revenues : (c) 2023 2022 2021 Depreciation and amortization: 2023 2022 2021 Operating expenses: 2023 2022 2021 Interest expense, net: 2023 2022 2021 Income taxes: 2023 2022 2021 Net income (loss) from continuing operations: 2023 2022 2021 Capital expenditures: 2023 2022 2021 Total assets: 2023 2022 $ $ $ $ $ $ $ $ $ $ $ $ $ $ 7,844 $ 3,202 $ 3,109 $ 5,812 $ — — 7,844 5,761 — — 5,761 6,406 — — 6,406 16 16 41 $ $ $ $ $ $ 1,403 $ 1,323 1,205 692 — 3,894 3,165 738 — 3,903 2,659 539 — 3,198 9 7 21 397 373 348 $ $ $ $ $ $ $ 918 — 4,027 2,871 1,024 — 3,895 2,505 836 — 3,341 9 15 31 654 630 591 $ $ $ $ $ $ $ 205 9 6,026 5,317 238 10 5,565 4,860 168 13 5,041 9 10 13 990 938 821 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ — — 1,759 1,759 — — 1,823 1,823 — — 2,213 2,213 1,750 1,823 2,203 62 61 67 (51) $ (4) (1,768) (1,823) (31) (5) (1,833) (1,869) (35) — (2,226) (2,261) (1,793) (1,865) (2,252) — — 1 $ $ $ $ $ $ $ 6,038 $ 3,146 $ 3,245 $ 5,114 $ 1,991 $ (1,820) $ 4,218 5,151 3,102 2,547 3,376 2,860 4,734 4,240 2,093 2,045 (1,762) (1,587) $ $ 477 414 389 314 264 172 1,090 $ 917 742 $ $ $ 201 177 161 20 79 12 563 576 504 $ 182 152 138 $ 323 292 267 $ 546 415 335 133 $ 116 $ (207) $ 8 (35) 485 380 408 $ 9 42 590 608 561 — 8 $ (380) $ 2,576 $ 1,426 $ 1,367 $ 1,988 $ 2,506 2,387 1,349 1,240 1,262 1,226 1,709 1,720 42,827 39,661 $ 15,595 14,502 $ 14,184 13,350 $ 26,903 26,082 $ 193 $ — (3) (1) (2) $ (11) (161) (20) (34) (443) — — — (4,337) (4,260) $ $ $ (393) (156) 54 95 67 6,374 6,014 $ $ 19,916 1,811 — 21,727 17,083 1,995 — 19,078 16,395 1,543 — 17,938 — 6 57 3,506 3,325 3,033 17,714 15,761 15,256 1,729 1,447 1,289 374 349 38 2,328 2,054 1,616 7,411 6,921 6,640 101,546 95,349 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 5 — Segment Information __________ (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 Taxes other than income taxes in the Registrants’ Consolidated Statements of Operations and Comprehensive Income. See Note 22 — Supplemental Financial Information for additional information on total utility taxes. (c) See Note 23 — Related Party Transactions for additional information on intersegment revenues. 194 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 5 — Segment Information PHI: Operating revenues : (b) 2023 Electric revenues Natural gas revenues Shared service and other revenues Total operating revenues 2022 Electric revenues Natural gas revenues Shared service and other revenues Total operating revenues 2021 Electric revenues Natural gas revenues Shared service and other revenues Total operating revenues Intersegment revenues : (c) 2023 2022 2021 Depreciation and amortization: 2023 2022 2021 Operating expenses: 2023 2022 2021 Interest expense, net: 2023 2022 2021 Income taxes: 2023 2022 2021 Net income (loss): 2023 2022 2021 Capital expenditures: 2023 2022 2021 Total assets: 2023 2022 Pepco DPL ACE Other (a) Intersegment Eliminations PHI $ $ $ $ $ $ $ $ $ $ $ $ $ $ 2,824 — — 2,824 2,531 — — 2,531 2,274 — — 2,274 9 5 5 441 417 403 2,377 2,140 1,871 165 150 140 51 (9) 15 306 305 296 957 874 843 11,194 10,657 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 1,483 205 — 1,688 1,357 238 — 1,595 1,212 168 — 1,380 8 6 7 244 232 210 1,420 1,359 1,161 74 66 61 35 14 42 177 169 128 562 430 429 5,966 5,802 $ $ $ $ $ $ $ $ $ $ $ $ $ $ 1,522 — — 1,522 1,431 — — 1,431 1,388 — — 1,388 2 2 2 283 261 179 1,314 1,225 1,201 72 66 58 36 3 (13) 120 148 146 460 398 445 5,157 4,979 $ $ $ $ $ $ $ $ $ $ $ $ $ $ 1 — 422 423 — — 391 391 — — 379 379 422 380 380 22 28 29 434 393 388 12 9 8 (6) 1 (2) (13) (14) (9) 9 7 3 4,627 4,677 $ $ $ $ $ $ $ $ $ $ $ $ $ $ (18) — (413) (431) (2) — (381) (383) (14) — (366) (380) (432) (383) (381) — — — (431) (383) (381) — 1 — — — — — — — — — — (41) (33) 5,812 205 9 6,026 5,317 238 10 5,565 4,860 168 13 5,041 9 10 13 990 938 821 5,114 4,734 4,240 323 292 267 116 9 42 590 608 561 1,988 1,709 1,720 26,903 26,082 __________ (a) Other primarily includes PHI’s corporate operations, shared service entities, and other financing and investment activities. 195 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) (b) (c) Includes gross utility tax receipts from customers. The offsetting remittance of utility taxes to the governing bodies is recorded in Taxes other than income taxes in the Registrants’ Consolidated Statements of Operations and Comprehensive Income. See Note 22 — Supplemental Financial Information for additional information on total utility taxes. Includes intersegment revenues with ComEd, PECO, and BGE, which are eliminated at Exelon. Electric and Gas Revenue by Customer Class (Utility Registrants): The following tables disaggregate the Registrants' revenues 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 the Utility Registrants, the disaggregation of revenues reflects the two primary utility services of electric sales and natural gas sales (where applicable), with further disaggregation of these tariff sales provided by major customer groups. Exelon's disaggregated revenues are consistent with the Utility Registrants, but exclude any intercompany revenues. Note 5 — Segment Information Revenues from contracts with customers Electric revenues Residential Small commercial & industrial Large commercial & industrial Public authorities & electric railroads Other Total electric revenues (a) (b) Natural gas revenues Residential Small commercial & industrial Large commercial & industrial Transportation Other (c) Total natural gas revenues (d) Total revenues from contracts with customers Other revenues Revenues from alternative revenue programs Other electric revenues Other natural gas revenues Total other revenues (e) (e) Total revenues for reportable segments ComEd PECO BGE 2023 PHI Pepco DPL ACE 1,765 331 528 29 402 3,055 568 100 161 — 37 866 3,921 84 16 6 106 4,027 $ $ $ $ $ $ $ $ 2,845 651 1,420 67 760 5,743 122 53 4 16 10 205 5,948 64 14 — 78 6,026 $ $ $ $ $ $ $ $ 1,236 176 1,087 34 258 2,791 — — — — — — 2,791 22 11 — 33 2,824 $ $ $ $ $ $ $ $ 827 246 126 16 250 1,465 122 53 4 16 10 205 1,670 15 3 — 18 1,688 $ $ $ $ $ $ $ $ 782 229 207 17 260 1,495 — — — — — — 1,495 27 — — 27 1,522 $ $ $ $ $ $ $ $ 3,565 1,857 824 51 965 7,262 — — — — — — 7,262 556 26 — 582 7,844 $ $ $ $ $ $ $ $ 2,090 526 249 30 298 3,193 473 172 1 27 17 690 3,883 (7) 16 2 11 3,894 $ $ $ $ $ $ $ $ 196 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Revenues from contracts with customers Electric revenues Residential Small commercial & industrial Large commercial & industrial Public authorities & electric railroads Other Total electric revenues (a) (b) Natural gas revenues Residential Small commercial & industrial Large commercial & industrial Transportation Other (c) Total natural gas revenues (d) Total revenues from contracts with customers Other revenues Revenues from alternative revenue programs Other electric revenues Other natural gas revenues Total other revenues (e) (e) Total revenues for reportable segments Revenues from contracts with customers Electric revenues Residential Small commercial & industrial Large commercial & industrial Public authorities & electric railroads Other Total electric revenues (a) (b) Natural gas revenues Residential Small commercial & industrial Large commercial & industrial Transportation Other (c) Total natural gas revenues (d) Total revenues from contracts with customers Other revenues Revenues from alternative revenue programs Other electric revenues Other natural gas revenues Total other revenues (e) (e) Total revenues for reportable segments ComEd PECO BGE 2022 PHI Pepco DPL ACE Note 5 — Segment Information $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 3,304 1,173 5 29 955 5,466 — — — — — — 5,466 267 28 — 295 5,761 $ $ $ $ $ $ $ $ 2,026 521 299 30 271 3,147 512 186 — 26 12 736 3,883 2 16 2 20 3,903 $ $ $ $ $ $ $ $ 1,564 327 567 27 398 2,883 678 111 183 — 68 1,040 3,923 (47) 14 5 (28) 3,895 $ $ $ $ $ $ $ $ ComEd PECO BGE 2021 PHI 1,375 267 459 27 371 2,499 518 83 147 — 68 816 3,315 12 11 3 26 3,341 $ $ $ $ $ $ $ $ 3,233 1,571 559 45 926 6,334 — — — — — — 6,334 42 30 — 72 6,406 $ $ $ $ $ $ $ $ 1,704 422 243 31 229 2,629 372 136 — 24 7 539 3,168 26 4 — 30 3,198 $ $ $ $ $ $ $ $ 197 2,590 607 1,422 64 695 5,378 127 55 12 15 29 238 5,616 (59) 8 — (51) 5,565 2,441 521 1,123 58 634 4,777 97 42 7 14 8 168 4,945 91 5 — 96 5,041 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 1,076 155 1,083 34 208 2,556 — — — — — — 2,556 (31) 6 — (25) 2,531 Pepco 1,003 135 844 31 205 2,218 — — — — — — 2,218 53 3 — 56 2,274 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 750 235 137 15 227 1,364 127 55 12 15 29 238 1,602 (9) 2 — (7) 1,595 694 193 94 14 201 1,196 97 42 7 14 8 168 1,364 14 2 — 16 1,380 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ DPL 764 217 202 15 252 1,450 — — — — — — 1,450 (19) — — (19) 1,431 744 193 185 13 229 1,364 — — — — — — 1,364 24 — — 24 1,388 ACE Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 5 — Segment Information __________ (a) (b) Includes revenues from transmission revenue from PJM, wholesale electric revenue and mutual assistance revenue. Includes operating revenues from affiliates in 2023, 2022, and 2021 respectively of: • • • • • • • $16 million, $16 million, and $41 million at ComEd $7 million, $7 million, and $20 million at PECO $6 million, $7 million, and $13 million at BGE $9 million, $10 million, and $13 million at PHI $9 million, $5 million, and $5 million at Pepco $8 million, $6 million, and $7 million at DPL $2 million, $2 million, and $2 million at ACE Includes revenues from off-system natural gas sales. Includes operating revenues from affiliates in 2023, 2022, and 2021 respectively of: (c) (d) • • $2 million, less than $1 million, and $1 million at PECO $3 million, $8 million, and $18 million at BGE (e) Includes late payment charge revenues. 6. Accounts Receivable (All Registrants) Allowance for Credit Losses on Accounts Receivable The following tables present the rollforward of Allowance for credit losses on Customer accounts receivable. Balance at December 31, 2022 Plus: Current period provision for expected credit losses Less: Write-offs , net of recoveries (d)(e)(f) (g) (a)(b)(c) Balance at December 31, 2023 Balance at December 31, 2021 Plus: Current period provision for expected credit losses Less: Write-offs, net of recoveries Balance at December 31, 2022 Exelon ComEd PECO BGE PHI Pepco DPL ACE Year Ended December 31, 2023 $ $ $ $ 327 $ 170 180 317 $ Exelon ComEd 320 $ 176 169 327 $ 59 53 43 69 73 29 43 59 $ $ $ $ 105 $ 48 58 95 $ 54 26 34 46 $ $ 109 $ 43 45 107 $ Year Ended December 31, 2022 PECO BGE PHI Pepco 105 $ 52 52 105 $ 38 37 21 54 $ $ 104 $ 58 53 109 $ 47 23 18 52 37 31 21 47 $ $ $ $ $ $ $ 21 9 11 19 18 12 9 21 $ DPL 41 11 16 36 49 15 23 41 ACE _________ (a) For ComEd, the change in current period provision for expected credit losses is primarily a result of increased receivable balances. (b) For BGE, DPL and ACE, the change in current period provision for expected credit losses is primarily a result of decreased receivable balances. (c) For Pepco the change in current period provision for expected credit losses is primarily a result of receivables increasing at a slower pace versus the prior period. (d) For PECO and BGE the change in write-offs is primarily a result of increased disconnection activities. (e) For PHI, ACE, and Pepco, write-offs are primarily attributable to the termination of the moratorium in the service territory for each operating company, which beginning in 2020, prevented customer disconnections for non-payment. Disconnection activities across the service territories resumed from September 2020 through January 2022, resulting in write-offs of aged accounts receivable. (f) For DPL, the change in write-offs is primarily attributable to unfavorable customer payment behavior. (g) Recoveries were not material to the Registrants. The following tables present the rollforward of Allowance for credit losses on Other accounts receivable. 198 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 6 — Accounts Receivable Exelon ComEd PECO BGE PHI Pepco DPL ACE Year Ended December 31, 2023 $ $ $ $ 82 21 21 82 72 26 16 82 $ $ $ $ Exelon 17 5 5 17 17 3 3 17 $ $ $ $ ComEd 9 4 5 8 7 6 4 9 $ $ $ $ PECO $ 10 5 8 7 $ Year Ended December 31, 2022 BGE PHI 9 $ 6 5 10 $ 46 7 3 50 39 11 4 46 $ $ $ $ 25 3 — 28 16 9 — 25 $ $ $ $ Pepco 7 $ 1 — 8 $ DPL ACE 8 $ (1) — 7 $ 14 3 3 14 15 3 4 14 Balance at December 31, 2022 Plus: Current period provision for expected credit losses Less: Write-offs, net of recoveries (a) Balance at December 31, 2023 Balance at December 31, 2021 Plus: Current period provision (benefit) for expected credit losses Less: Write-offs, net of recoveries Balance at December 31, 2022 _________ (a) Recoveries were not material to the Registrants. Unbilled Customer Revenue The following table provides additional information about unbilled customer revenues recorded in the Registrants' Consolidated Balance Sheets as of December 31, 2023 and 2022. December 31, 2023 December 31, 2022 Exelon ComEd PECO BGE PHI Pepco DPL ACE $ 991 $ 912 351 $ 223 185 $ 219 208 $ 247 247 $ 223 109 $ 103 $ 64 74 74 46 Unbilled customer revenues (a) _________ (a) Unbilled customer revenues are classified in Customer accounts receivables, net in the Registrants' Consolidated Balance Sheets. Other Purchases of Customer and Other Accounts Receivables 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. Year ended December 31, 2023 Year ended December 31, 2022 Exelon ComEd PECO BGE PHI Pepco DPL ACE $ 4,056 3,981 $ (a) 942 $ 965 1,099 $ 1,081 804 792 $ (a) 1,211 $ 1,143 782 $ 723 228 $ 205 201 215 Total receivables purchased _________ (a) Includes $4 million of receivables purchased from Generation prior to the separation on February 1, 2022 for the year ended December 31, 2022. 199 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 7 — Property, Plant, and Equipment 7. Property, Plant, and Equipment (All Registrants) The following tables present a summary of property, plant, and equipment by asset category at December 31, 2023 and 2022: Asset Category December 31, 2023 Electric—transmission and distribution Gas—transportation and distribution Common—electric and gas Construction work in progress Other property, plant, and equipment (a) Total property, plant, and equipment Less: accumulated depreciation Property, plant, and equipment, net December 31, 2022 Electric—transmission and distribution Gas—transportation and distribution Common—electric and gas Construction work in progress Other property, plant and equipment (a) Total property, plant and equipment Less: accumulated depreciation Property, plant, and equipment, net __________ (a) Primarily composed of land and non-utility property. Exelon ComEd PECO BGE PHI Pepco DPL ACE $ 74,102 $ 34,834 $ 11,295 $ 10,537 $ 19,153 $ 12,429 $ 5,590 $ 5,659 8,818 2,510 4,589 825 90,844 17,251 — — 1,369 107 36,310 7,222 3,905 1,083 879 63 17,225 4,097 4,428 1,275 561 45 16,846 4,744 748 243 1,762 120 22,026 3,175 — — 1,226 59 13,714 4,284 905 211 345 39 7,090 1,925 73,593 $ 29,088 $ 13,128 $ 12,102 $ 18,851 $ 9,430 $ 5,165 $ — — 189 28 5,876 1,684 4,192 69,034 $ 32,906 $ 10,719 $ 9,993 $ 17,165 $ 11,270 $ 5,231 $ 5,219 $ $ 8,126 2,521 4,534 791 85,006 15,930 — — 1,174 106 34,186 6,673 3,619 1,071 744 50 16,203 4,078 4,074 1,317 487 50 15,921 4,583 696 228 2,101 114 20,304 2,618 — — 1,526 65 12,861 4,067 855 206 271 29 6,592 1,772 $ 69,076 $ 27,513 $ 12,125 $ 11,338 $ 17,686 $ 8,794 $ 4,820 $ — — 296 26 5,541 1,551 3,990 200 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 7 — Property, Plant, and Equipment The following table presents the average service life for each asset category in number of years: Asset Category Electric - transmission and distribution Gas - transportation and distribution Common - electric and gas Other property, plant, and equipment Exelon 5-80 5-80 4-75 4-61 ComEd 5-80 N/A N/A 30-50 PECO 5-70 5-70 5-55 50 Average Service Life (years) BGE 5-80 5-80 4-50 20-50 PHI 5-75 5-75 5-75 10-43 Pepco 5-75 N/A N/A 10-33 DPL 5-75 5-75 5-75 10-43 ACE 5-75 N/A N/A 13-15 The following table presents the annual depreciation rates for each asset category. December 31, 2023 Electric—transmission and distribution Gas—transportation and distribution Common—electric and gas December 31, 2022 Electric—transmission and distribution Gas—transportation and distribution Common—electric and gas December 31, 2021 Electric—transmission and distribution Gas—transportation and distribution Common—electric and gas AFUDC The following table summarizes credits to AFUDC by year: Exelon ComEd PECO BGE PHI Pepco DPL ACE Exelon ComEd PECO BGE PHI Pepco DPL ACE Annual Depreciation Rates 2.90% 2.15% 7.77% 2.87% 2.14% 7.54% 2.81% 2.13% 7.31% 3.02% N/A N/A 3.00% N/A N/A 2.94% N/A N/A 2.30% 1.85% 6.87% 2.29% 1.87% 6.31% 2.28% 1.84% 6.34% 2.89% 2.56% 8.68% 2.82% 2.53% 8.20% 2.80% 2.54% 7.88% 3.03% 1.44% 7.18% 2.96% 1.45% 8.96% 2.87% 1.47% 8.33% 2.51% N/A N/A 2.58% N/A N/A 2.56% N/A N/A 3.29% 1.44% 8.79% 3.08% 1.45% 10.03% 2.86% 1.47% 8.69% 3.66% N/A N/A 3.38% N/A N/A 3.21% N/A N/A 2023 2022 2021 $ 256 $ 215 $ For the Years Ended December 31, 72 46 25 113 85 16 12 54 42 29 90 69 10 11 189 47 34 36 72 59 8 5 See Note 1 — Significant Accounting Policies for additional information regarding property, plant and equipment policies. See Note 16 — 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. 201 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 8 — Jointly Owned Electric Utility Plant 8. Jointly Owned Electric Utility Plant (Exelon, PECO, PHI, DPL, and ACE) PECO's, DPL's, and ACE's material undivided ownership interests in transmission facilities jointly owned with non-affiliated utilities as of December 31, 2023 and 2022 were as follows: Operator Ownership interest Exelon’s share at December 31, 2023: Plant in service Accumulated depreciation Construction work in progress Exelon’s share at December 31, 2022: Plant in service Accumulated depreciation Construction work in progress Transmission (a) NJ/DE PSEG/DPL various 103 56 2 103 56 — $ $ __________ (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 in the Salem 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. Certain facilities are fully owned by Exelon through its 100% ownership in PECO, DPL, and ACE. These facilities are operated by Exelon Registrants. PECO's, DPL's, and ACE's material undivided ownership interests in Exelon owned facilities as of December 31, 2023 and 2022 were as follows: Ownership interest Registrant's share at December 31, 2023: Plant in service Accumulated depreciation Construction work in progress Registrant's share at December 31, 2022: Plant in service Accumulated depreciation Construction work in progress PECO PHI DPL ACE 56 % 44 % 27 % 17 % $ $ $ $ 7 — 70 7 — 41 $ $ 6 — 58 6 — 36 $ $ 4 — 36 4 — 22 2 — 22 2 — 14 PECO's, DPL's, and ACE's undivided ownership interests presented in the tables above are financed with their funds and all operations are accounted for as if such participating interests were wholly owned facilities. PECO's, DPL's, and ACE's share of direct expenses of the jointly owned plants are included in Operating and maintenance expenses in Exelon's, PECO's, PHI's, DPL's, and ACE's Consolidated Statements of Operations and Comprehensive Income. 202 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 9 — Asset Retirement Obligations 9. Asset Retirement Obligations (All Registrants) The 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. The following table provides a rollforward of the AROs reflected in the Registrants’ Consolidated Balance Sheets from December 31, 2021 to December 31, 2023: AROs at December 31, 2021 Revisions in estimates of cash flows Accretion expense (a) Payments AROs at December 31, 2022 Revisions in estimates of cash flows Accretion expense Payments (a) AROs at December 31, 2023 Exelon ComEd PECO BGE PHI Pepco DPL ACE 274 $ 146 $ 29 $ 26 $ 70 $ 45 $ 16 $ (8) 8 (3) 2 4 (2) 271 $ 150 $ (9) 11 (4) (3) 6 (3) (1) 1 (1) 28 (1) 1 (1) $ 3 1 — 30 1 1 — $ (13) 2 — 59 (6) 3 — $ (8) 2 — 39 (4) 2 — $ (3) — — 13 (1) 1 — $ 269 $ 150 $ 27 $ 32 $ 56 $ 37 $ 13 $ 9 (2) — — 7 (1) — — 6 $ $ $ __________ (a) For ComEd, PECO, BGE, DPL and ACE, the majority of the accretion is recorded as an increase to a regulatory asset due to the associated regulatory treatment. 10. 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 of the Registrants and other terms and conditions of the lease agreements as of December 31, 2023. Exelon, ComEd, PECO, and BGE did not have material finance leases in 2023, 2022, or 2021. Real estate Vehicles and equipment (in years) Remaining lease terms Options to extend the term Options to terminate within Exelon ● ● Exelon ComEd ● PECO ● ComEd PECO BGE ● ● BGE PHI ● ● PHI Pepco ● ● Pepco DPL ● ● DPL ACE ● ● ACE 1-82 3-30 9 1-29 N/A N/A 1-10 N/A N/A 1-82 3-5 N/A 1-8 3-30 N/A 1-8 5 N/A 1-8 3-30 N/A 1-7 5 N/A 203 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 10 — Leases The components of operating lease costs were as follows: For the year ended December 31, 2023 Operating lease costs Variable lease costs Total lease costs (a) For the year ended December 31, 2022 Operating lease costs Variable lease costs Total lease costs (a) For the year ended December 31, 2021 Operating lease costs Variable lease costs Total lease costs (a) Exelon ComEd PECO BGE PHI Pepco DPL ACE $ $ $ $ $ $ 58 9 67 66 8 74 84 7 91 $ $ $ $ $ $ 1 1 2 2 1 3 3 1 4 $ $ $ $ $ $ — — — — — — — — — $ $ $ $ $ $ 5 — 5 15 — 15 30 1 31 $ $ $ $ $ $ 43 3 46 42 2 44 43 1 44 $ $ $ $ $ $ 11 1 12 10 1 11 10 — 10 $ $ $ $ $ $ 11 1 12 12 1 13 12 — 12 $ $ $ $ $ $ __________ (a) Excludes sublease income recorded at Exelon, PHI, and DPL of $4 million for the years ended December 31, 2023, 2022, and 2021. The components of financing lease costs were as follows: For the year ended December 31, 2023 Amortization of ROU asset Interest on lease liabilities Total finance lease cost For the year ended December 31, 2022 Amortization of ROU asset Interest on lease liabilities Total finance lease cost For the year ended December 31, 2021 Amortization of ROU asset Interest on lease liabilities Total finance lease cost PHI Pepco DPL ACE $ $ $ $ $ $ 16 6 22 14 4 18 11 2 13 $ $ $ $ $ $ 6 2 8 5 1 6 4 1 5 $ $ $ $ $ $ 6 2 8 6 2 8 4 1 5 $ $ $ $ $ $ 6 1 7 6 1 7 6 — 6 4 1 5 3 1 4 3 — 3 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: 204 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 10 — Leases At December 31, 2023 Operating lease ROU assets Other deferred debits and other assets Operating lease liabilities Other current liabilities Other deferred credits and other liabilities Total operating lease liabilities At December 31, 2022 Operating lease ROU assets Other deferred debits and other assets Operating lease liabilities Other current liabilities Other deferred credits and other liabilities Total operating lease liabilities At December 31, 2023 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 At December 31, 2022 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 $ $ $ $ $ $ Exelon ComEd PECO BGE PHI Pepco DPL ACE Operating Leases 257 $ — $ 1 $ 29 $ 152 $ 31 $ 32 $ 38 248 286 $ $ — — — $ $ — — — $ $ 4 17 21 $ $ 30 141 171 $ $ 5 30 35 $ $ 7 36 43 $ $ 265 $ 2 $ 1 $ 2 $ 180 $ 36 $ 39 $ 40 266 306 $ $ 2 — 2 $ $ — 1 1 $ $ — 4 4 $ $ 31 167 198 $ $ 6 34 40 $ $ 8 42 50 $ $ PHI Pepco DPL ACE Finance Leases 72 $ 25 $ 28 $ 15 59 74 $ $ 5 21 26 $ $ 6 23 29 $ $ 74 $ 25 $ 31 $ 12 64 76 $ $ 4 21 25 $ $ 5 27 32 $ $ $ $ $ $ $ $ 205 8 3 6 9 9 3 7 10 18 4 15 19 18 3 16 19 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 10 — Leases Future minimum lease payments for operating and finance leases as of December 31, 2023 were as follows: Year 2024 2025 2026 2027 2028 Remaining years Total Interest Total operating lease liabilities Year 2024 2025 2026 2027 2028 Remaining years Total Interest Total finance lease liabilities Exelon ComEd PECO BGE PHI Pepco DPL ACE Operating Leases $ $ 49 47 43 41 41 130 351 65 286 $ $ — — — — — — — — — $ $ $ $ — — — — — — — — — $ $ 4 4 4 2 2 22 38 17 21 $ $ 7 5 5 4 4 16 41 6 35 $ $ 9 8 5 6 6 21 55 12 43 $ $ 36 34 30 30 30 40 200 29 171 $ $ Finance Leases PHI Pepco DPL ACE 16 16 16 14 10 8 80 6 74 $ $ 6 6 6 5 3 2 28 2 26 $ $ 6 6 6 6 4 3 31 2 29 $ $ The weighted average remaining lease terms, in years, for operating and finance leases were as follows: At December 31, 2023 At December 31, 2022 At December 31, 2023 At December 31, 2022 Exelon ComEd PECO BGE PHI Pepco DPL ACE Operating Leases 8.8 9.5 1.8 1.0 5.0 5.5 PHI 17.1 70.9 6.1 6.8 4.9 5.5 Finance Leases Pepco 4.9 5.4 7.6 8.1 DPL 4.8 5.5 7.4 7.9 ACE The weighted average discount rates for operating and finance leases were as follows: Exelon ComEd PECO BGE PHI Pepco DPL ACE Operating Leases 3 3 1 1 1 1 10 1 9 4 4 4 3 3 3 21 2 19 3.2 3.3 5.1 5.6 At December 31, 2023 At December 31, 2022 4.0 % 3.9 % 0.7 % 2.6 % At December 31, 2023 At December 31, 2022 5.0 % 4.5 % 4.2 % 4.2 % 2.7 % 2.3 % Finance Leases Pepco 2.7 % 2.3 % 4.1 % 4.0 % DPL 4.0 % 4.0 % ACE 2.6 % 2.3 % 3.6 % 3.3 % 2.8 % 2.4 % 2.5 % 2.3 % PHI 206 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 10 — Leases Cash paid for amounts included in the measurement of operating and finance lease liabilities were as follows: Exelon ComEd PECO BGE PHI Pepco DPL ACE Operating Cash Flows from Operating Leases For the year ended December 31, 2023 For the year ended December 31, 2022 For the year ended December 31, 2021 $ $ 65 66 93 For the year ended December 31, 2023 For the year ended December 31, 2022 For the year ended December 31, 2021 $ 2 3 3 PHI $ — — — $ 15 16 46 $ 37 37 39 $ 7 8 8 Financing Cash Flows from Finance Leases Pepco DPL $ 9 9 9 ACE $ $ 15 13 10 $ 5 5 3 $ 6 5 4 ROU assets obtained in exchange for operating and finance lease obligations were as follows: For the year ended December 31, 2023 For the year ended December 31, 2022 For the year ended December 31, 2021 For the year ended December 31, 2023 For the year ended December 31, 2022 For the year ended December 31, 2021 Lessor Exelon ComEd PECO BGE PHI Pepco DPL ACE $ $ 35 46 1 $ — — — $ — — — $ 32 — (1) $ 3 2 1 $ — — — $ 1 1 1 Operating Leases PHI Pepco DPL ACE $ $ 11 14 32 $ 5 4 12 $ 3 7 12 Finance Leases 3 4 4 4 3 3 2 1 — 3 3 8 The Registrants have operating leases for which they are the lessors. The following tables outline the significant types of leases at each of the Registrants and other terms and conditions of their lease agreements as of December 31, 2023. ACE did not have any operating leases for which they are the lessors for the years ended December 31, 2023, 2022, and 2021. Real estate (in years) Remaining lease terms Options to extend the term Exelon ● ComEd ● PECO ● BGE ● PHI ● Pepco ● DPL ● Exelon ComEd PECO BGE PHI Pepco DPL 1-79 1-79 1-13 5-79 207 1-79 1-50 19 N/A 1-9 N/A 1-2 N/A 8-9 N/A Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 10 — Leases The components of lease income were as follows: For the year ended December 31, 2023 Operating lease income Variable lease income For the year ended December 31, 2022 Operating lease income Variable lease income For the year ended December 31, 2021 Operating lease income Variable lease income Exelon ComEd PECO BGE PHI Pepco DPL $ $ $ $ $ $ 5 1 4 1 5 1 $ $ $ — — — — — — $ $ $ — — — — — — $ $ $ — — — — — — $ $ $ 4 1 4 1 4 1 $ $ $ — — — — — — Future minimum lease payments to be recovered under operating leases as of December 31, 2023 were as follows: Year 2024 2025 2026 2027 2028 Remaining years Total Exelon ComEd PECO BGE PHI Pepco DPL $ $ 6 6 6 6 5 22 51 $ $ 1 1 — — — — 2 $ $ 208 1 1 1 — — 3 6 $ $ — — — — — 1 1 $ $ 4 4 5 5 5 18 41 $ $ — — — — — — — $ $ 3 1 3 1 3 1 4 4 4 4 4 18 38 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 11 — Asset Impairments 11. Asset Impairments (Exelon and BGE) In the third quarter of 2022, a review of the impacts of COVID-19 on office use resulted in plans to cease the renovation and dispose of an office building at BGE before the asset was placed into service. BGE determined that the carrying value was not recoverable and that its fair value was less than carrying value. As a result, in 2022, a pre-tax impairment charge of $48 million was recorded in Operating and maintenance expense in Exelon’s and BGE’s Consolidated Statements of Operations and Comprehensive Income. The fair value used in the analysis was based on an estimate of an expected sales price. The office building met all of the criteria for classification as held for sale as of December 31, 2023, and therefore is reported within Other current assets in Exelon’s and BGE’s Balance Sheets as of December 31, 2023. 12. Intangible Assets Goodwill (Exelon, ComEd, PHI, Pepco, DPL, and ACE) The following table presents the gross amount, accumulated impairment loss, and carrying amount of Goodwill at Exelon, ComEd, and PHI at December 31, 2023 and 2022. There were no additions or impairments during the years ended December 31, 2023 and 2022. Exelon (a) ComEd (b) PHI __________ (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. Gross Amount Accumulated Impairment Loss Carrying Amount $ 8,613 $ 4,608 4,005 $ 1,983 1,983 — 6,630 2,625 4,005 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 209 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 12 — Intangible Assets 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. 2023 and 2022 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, 2023 and 2022. The last quantitative assessments performed for PHI was as of November 1, 2018. On December 14, 2023, due to the issuance of the ICC's final order rejecting ComEd’s proposed Grid Plan and establishing retail rates for 2024-2027 as further discussed in Note 3 — Regulatory Matters, Exelon’s stock price decreased approximately 10% triggering an interim quantitative assessment for potential goodwill impairment at ComEd. ComEd performed a quantitative assessment as of December 31, 2023, comparing the estimated fair value of ComEd to its carrying value, and determined there was no indication of goodwill impairment. While the annual and interim 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 and PHI) Exelon’s other intangible assets, included in Other current assets and Other deferred debits and other assets in the Consolidated Balance Sheets, consisted of the following at December 31, 2023 and 2022. Exelon's and PHI's other intangible liabilities, included in current and noncurrent Unamortized energy contract liabilities in their Consolidated Balance Sheets, consisted of the following at December 31, 2023 and 2022. 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: Exelon Unamortized Energy Contracts Software License Exelon Total PHI Unamortized Energy Contracts Gross Accumulated Amortization Net Gross Accumulated Amortization Net December 31, 2023 December 31, 2022 $ $ $ (1,515) $ 81 (1,434) $ (1,515) $ 1,480 $ (35) $ (1,515) $ (70) 1,410 1,480 $ $ 11 81 (24) $ (1,434) $ (35) $ (1,515) $ 1,470 $ (61) 1,409 1,470 $ $ The following table summarizes the amortization expense related to intangible assets and liabilities for each of the years ended December 31, 2023, 2022, and 2021: For the Years Ended December 31, 2023 2022 (b) 2021 Exelon (a) PHI (a) $ (1) $ (182) (83) (45) 20 (25) (45) (10) (190) (92) __________ (a) For PHI unamortized energy contracts, the amortization of the fair value adjustment amounts and the corresponding offsetting regulatory asset amounts are amortized through Purchased power and fuel expense in their Consolidated Statements of Operations and Comprehensive Income resulting in no effect to net income. (b) On March 23, 2022, the NJBPU approved a petition by ACE to terminate the provisions in its PPAs. As such, the contract was fully amortized during the year ended December 31, 2022. See Note 3 - Regulatory Matters for additional information. 210 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 13 — Income Taxes 13. Income Taxes (All Registrants) Components of Income Tax Expense or Benefit Income tax expense (benefit) from continuing operations is comprised of the following components: Exelon ComEd PECO BGE PHI Pepco DPL ACE For the Year Ended December 31, 2023 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 Included in operations: Federal Current Deferred Investment tax credit amortization State Current Deferred Total Rate Reconciliation $ 51 $ 130 $ 63 $ $ 71 $ 54 $ 25 $ 193 (2) 4 128 374 45 (1) (13) 153 (36) — — (7) 67 16 — — 50 (8) (1) 15 39 (28) — 12 13 51 $ $ 314 $ 20 $ 133 $ 116 $ $ $ $ Exelon ComEd PECO BGE PHI Pepco DPL For the Year Ended December 31, 2022 (24) 106 (3) (13) 283 349 $ $ 29 117 (1) (6) 125 $ 264 $ 13 18 — (4) 52 79 $ $ (1) (3) — — 12 $ 16 (23) (1) 2 15 $ 9 (2) — — (16) $ 8 $ 9 $ (9) $ ACE (6) — 6 10 35 (2) 2 — — 14 14 $ $ $ Exelon ComEd PECO BGE PHI Pepco DPL ACE For the Year Ended December 31, 2021 $ (152) $ (30) $ 1 $ (18) $ 18 $ 22 $ 2 $ 89 (2) (46) 149 113 (1) (41) 131 20 — — (9) 34 — — (51) $ 38 $ 172 $ 12 $ (35) $ (52) (1) — 77 42 (17) — 1 9 $ 15 $ (14) — 1 53 42 $ 9 13 — — 14 36 6 (15) — — 12 3 1 (26) — — 12 (13) The effective income tax rate from continuing operations varies from the U.S. federal statutory rate principally due to the following: 211 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 13 — Income Taxes U.S. federal statutory rate Increase (decrease) due to: State income taxes, net of Federal income tax benefit Plant basis differences (c) Excess deferred tax amortization Amortization of investment tax credit, including deferred taxes on basis differences Tax credits Other Effective income tax rate Exelon ComEd PECO (b) BGE PHI Pepco DPL ACE 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % For the Year Ended December 31, 2023 (a) 3.9 (3.9) (6.6) (0.1) (0.6) 0.1 7.9 (0.5) (5.5) (0.1) (0.6) 0.2 (1.0) (14.4) (2.4) — — 0.2 6.4 (0.9) (4.6) — (0.6) 0.2 5.9 (1.4) (8.6) (0.1) (0.6) 0.2 5.5 (2.2) (9.6) — (0.7) 0.3 6.1 (0.7) (9.4) (0.1) (0.4) — 7.1 (0.4) (4.2) (0.2) (0.5) 0.3 13.8 % 22.4 % 3.4 % 21.5 % 16.4 % 14.3 % 16.5 % 23.1 % U.S. federal statutory rate Increase (decrease) due to: State income taxes, net of Federal income tax benefit (e) Plant basis differences Excess deferred tax amortization Amortization of investment tax credit, including deferred taxes on basis differences Tax credits (g) Other (f) Effective income tax rate U.S. federal statutory rate Increase (decrease) due to: State income taxes, net of federal income tax benefit Plant basis differences Excess deferred tax amortization Amortization of investment tax credit, including deferred taxes on basis differences Tax credits Other Effective income tax rate Exelon ComEd PECO (d) 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 % For the Year Ended December 31, 2022 (a) 8.8 (4.1) (11.8) (0.1) 0.1 0.6 14.5 % 8.0 (0.6) (5.6) (0.1) (0.3) — 22.4 % 5.8 (11.9) (3.0) — — 0.2 12.1 % 2.6 (1.0) (19.8) (0.1) (0.7) 0.1 2.1 % 2.1 (1.7) (19.5) (0.1) (0.7) 0.4 1.5 % (4.1) (2.7) (16.8) — (0.7) 0.3 (3.0)% 6.5 (0.7) (18.4) (0.2) (0.6) 0.1 7.7 % 6.9 (0.7) (24.5) (0.2) (0.5) — 2.0 % Exelon ComEd PECO (h) BGE (h) PHI Pepco (h) DPL (h) ACE (h) 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % For the Year Ended December 31, 2021 (a) 5.0 (5.4) (17.2) (0.1) (0.7) (0.3) 2.3 % 7.8 (0.8) (7.6) (0.1) (0.5) (1.0) 18.8 % (1.4) (13.6) (3.8) — — 0.1 2.3 % (10.8) (1.7) (16.3) (0.1) (0.9) (0.6) (9.4)% 10.1 (1.1) (22.4) (0.1) (0.5) — 7.0 % 2.7 (1.6) (16.4) — (0.5) (0.4) 4.8 % 25.0 (0.8) (20.0) (0.2) (0.4) 0.1 24.7 % 7.4 (0.2) (37.1) (0.2) (0.5) (0.2) (9.8)% __________ (a) Positive percentages represent income tax expense. Negative percentages represent income tax benefit. (b) For PECO, the lower effective tax rate is primarily related to plant basis differences attributable to tax repair deductions. (c) For Exelon, the lower state income taxes, net of federal income tax benefit, is primarily due to the long-term marginal state income tax rate change of $54 million. (d) For PECO, the lower effective tax rate is primarily related to plant basis differences attributable to tax repair deductions partially offset by higher state income taxes, net of federal income tax benefit, related to a one-time expense of $38 million attributable to the change in the Pennsylvania corporate income tax rate. For BGE, PHI, Pepco, DPL, and ACE, the lower effective tax rate is primarily related to the acceleration of certain income tax benefits due to transmission and distribution rate case settlements. 212 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 13 — Income Taxes (e) For Exelon, the higher state income taxes, net of federal income tax benefit, is primarily due to the long-term marginal state income tax rate change of $67 million and the recognition of a valuation allowance of $40 million against the net deferred tax asset position for certain standalone state filing jurisdictions, partially offset by a one-time impact associated with a state tax benefit of $43 million and indemnification adjustments pursuant to the Tax Matters Agreement of $11 million as a result of the separation. For PECO, the higher state income taxes, net of federal income tax benefit, related to a one-time expense of $38 million attributable to the change in the Pennsylvania corporate income tax rate. (f) For Exelon, reflects the income tax expense related to the write-off of federal tax credits subject to recapture of $15 million as a result of the separation. (g) For Exelon, reflects the nondeductible transaction costs of approximately $12 million arising as part of the separation and indemnification adjustments pursuant to the Tax Matters Agreement of $9 million. (h) For PECO, the lower effective tax rate is primarily related to plant basis differences attributable to tax repair deductions. For BGE, the income tax benefit is primarily due to the Maryland multi-year plan which resulted in the acceleration of certain income tax benefits. For Pepco, the lower effective tax rate is primarily related to the acceleration of certain income tax benefits due to transmission and distribution rate case settlements. For DPL, the higher effective tax rate is primarily related to a state income tax expense, net of federal income tax benefit, due to the recognition of a valuation allowance of approximately $31 million against a deferred tax asset associated with Delaware net operating loss carryforwards as a result of a change in Delaware tax law. For ACE, the income tax benefit is primarily due to a distribution rate case settlement which allows ACE to retain certain tax benefits. Tax Differences and Carryforwards The tax effects of temporary differences and carryforwards, which give rise to significant portions of the deferred tax assets (liabilities), at December 31, 2023 and 2022 are presented below: Plant basis differences Accrual based contracts Derivatives and other financial instruments Deferred pension and postretirement obligation Deferred debt refinancing costs Regulatory assets and liabilities Tax loss carryforward, net of valuation allowances Tax credit carryforward Corporate Alternative Minimum Tax 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 ComEd PECO BGE PHI Pepco DPL ACE At December 31, 2023 $ (12,631) 8 46 524 115 (1,429) 295 281 264 (28) 619 (11,936) (13) (4,993) $ — 37 (299) (5) (405) — — 118 — 227 (5,320) (7) (2,264) $ — — (36) — (208) 47 — 82 — 58 (2,321) — (2,064) $ — — (26) (2) (4) 77 — 55 — 21 (1,943) (2) (3,262) $ 8 2 (78) 104 (52) 72 — — — 186 (3,020) (4) (1,454) $ — — (70) (3) 9 — — — — 88 (1,430) (1) (947) $ — — (35) (2) 45 18 — 2 — 16 (903) (1) (850) — — (2) (1) (4) 52 — 11 — 25 (769) (2) $ (11,949) $ (5,327) $ (2,321) $ (1,945) $ (3,024) $ (1,431) $ (904) $ (771) 213 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 13 — Income Taxes Plant basis differences Accrual based contracts Derivatives and other financial instruments Deferred pension and postretirement obligation Deferred debt refinancing costs Regulatory assets and liabilities Tax loss carryforward, net of valuation allowances 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 ComEd PECO BGE PHI Pepco DPL ACE At December 31, 2022 $ $ (12,130) 10 26 551 132 (1,107) 250 468 (21) 591 (11,230) (14) (4,823) $ — 23 (300) (5) (131) — — — 223 (5,013) (8) (2,119) $ — — (31) — (169) 33 — — 73 (2,213) — (1,949) $ — — (31) (2) 57 72 — — 23 (1,830) (2) (3,131) $ 10 2 (80) 111 (50) 71 — — 182 (2,885) (4) (1,394) $ — — (76) (4) 7 3 — — 83 (1,381) (1) (906) $ — — (39) (2) 43 20 — — 16 (868) (1) (813) — — (3) (1) 11 46 — — 28 (732) (2) $ (11,244) $ (5,021) $ (2,213) $ (1,832) $ (2,889) $ (1,382) $ (869) $ (734) The following table provides Exelon’s, ComEd's, PECO’s, BGE’s, PHI’s, Pepco’s, DPL’s, and ACE’s carryforwards, of which the state related items are presented on a post-apportioned basis, as well as, any corresponding valuation allowances at December 31, 2023. Federal Exelon ComEd PECO BGE PHI Pepco DPL ACE Federal net operating loss carryforward Deferred taxes on Federal net operating loss Federal general business credits carryforwards Corporate Alternative Minimum Tax credit carryforward (b) (a) (c) State State net operating loss carryforwards Deferred taxes on state tax attributes (net of federal taxes) Valuation allowance on state tax attributes (net of federal taxes) Year in which net operating loss or credit carryforwards will begin to expire (d) (e) $ 130 $ 27 281 264 5,629 341 73 2035 $ — — — 118 — — — N/A — $ — — 82 1,286 51 4 2032 — $ — — 55 1,187 77 — 2033 — $ — — — 1,509 104 32 2029 — — — — — — — N/A $ $ — — — 2 743 50 32 2035 — — — 11 736 52 — 2031 __________ (a) For Exelon, the federal net operating loss carryforward has an indefinite carryforward period. (b) For Exelon, the federal general business credit carryforward will begin expiring in 2035. (c) For Exelon, ComEd, PECO, BGE, DPL and ACE, the Corporate Alternative Minimum Tax credit carryforward has an indefinite carryforward period. 214 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) (d) For Exelon, a full valuation allowance has been recorded against certain separate company state net operating loss carryforwards that are expected to expire before realization. For PECO, a valuation allowance has been recorded against certain Pennsylvania net operating losses that are expected to expire before realization. For DPL, a full valuation allowance has been recorded against Delaware net operating losses carryforwards due to a change in Delaware tax law that restricts the ability for corporate taxpayers to monetize net operating losses. (e) A portion of Exelon's, BGE's, and DPL's Maryland state net operating loss carryforward have an indefinite carryforward period. Tabular Reconciliation of Unrecognized Tax Benefits The following table presents changes in unrecognized tax benefits, for Exelon, PHI, and ACE. ComEd's, PECO's, BGE's, Pepco's, and DPL's amounts are not material. Note 13 — Income Taxes Balance at January 1, 2021 Change to positions that only affect timing Increases based on tax positions related to 2021 Increases based on tax positions prior to 2021 Decreases based on tax positions prior to 2021 Balance at December 31, 2021 Change to positions that only affect timing Increases based on tax positions related to 2022 Increases based on tax positions prior to 2022 Decreases based on tax positions prior to 2022 Balance at December 31, 2022 Change to positions that only affect timing Increases based on tax positions related to 2023 Increases based on tax positions prior to 2023 Decreases based on tax positions prior to 2023 Balance at December 31, 2023 Exelon (a) PHI ACE 125 $ 52 $ 13 4 4 (3) 3 1 — — 143 $ 56 $ (1) 3 3 — $ 148 (57) 3 1 (1) 1 2 — — 59 (9) 1 — — $ 94 $ 51 $ 15 1 — — — 16 1 — — — 17 (2) — — — 15 $ $ $ $ ______ (a) At December 31, 2023 and 2022, Exelon recorded a receivable of $31 million and $50 million, respectively, in noncurrent Other assets in the Consolidated Balance Sheet for Constellation’s share of unrecognized tax benefits for periods prior to the separation. Recognition of Unrecognized Tax Benefits The following table presents Exelon's unrecognized tax benefits that, if recognized, would decrease the effective tax rate. The Utility Registrants' amounts are not material. December 31, 2023 December 31, 2022 December 31, 2021 $ Exelon 71 90 77 Unrecognized tax benefits for which significant increases or decreases are possible within 12 months after the reporting date At December 31, 2023, 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. 215 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 13 — Income Taxes 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. The Utility Registrants' amounts are not material. Net interest and penalties receivable at December 31, 2023 (a) December 31, 2022 (b) $ Exelon 62 45 __________ (a) At December 31, 2023, Exelon classified $21 million and $41 million of the interest receivable as current and noncurrent, respectively, based on the expected timing for settlement in cash. At December 31, 2023, Exelon recorded a receivable of $5 million in noncurrent Other assets in the Consolidated Balance Sheet for Constellation's share of net interest for periods prior to the separation. (b) At December 31, 2022, the interest receivable balance is not expected to be settled in cash within the next twelve months and is therefore classified as a noncurrent receivable. At December 31, 2022, Exelon recorded a receivable of $1 million in noncurrent Other assets in the Consolidated Balance Sheet for Constellation's share of net interest for periods prior to the separation. 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 combined corporate income tax returns New Jersey separate corporate income tax returns New York combined corporate income tax returns Pennsylvania separate corporate income tax returns Pennsylvania separate corporate income tax returns Open Years 2010-2022 Same as federal 2020-2022 2012-2022 Same as federal 2017-2018 2019-2022 2019-2022 2015-2022 2020-2022 2020-2022 Registrants Impacted All Registrants DPL Exelon, PHI, Pepco Exelon, ComEd BGE, Pepco, DPL Exelon Exelon ACE Exelon Exelon PECO __________ (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 beginning in 2016. Other Tax Matters Separation (Exelon) In the first quarter of 2022, in connection with the separation, Exelon recorded an income tax expense related to continuing operations of $148 million primarily due to the long-term marginal state income tax rate change of $54 million discussed further below, the recognition of valuation allowances of approximately $40 million against the net deferred tax assets positions for certain standalone state filing jurisdictions, the write-off of federal and state tax credits subject to recapture of $17 million, and nondeductible transaction costs for federal and state taxes of $24 million. Tax Matters Agreement (Exelon) In connection with the separation, Exelon entered into a TMA with Constellation. The TMA governs the respective rights, responsibilities, and obligations between Exelon and Constellation after the separation with respect to tax liabilities, refunds and attributes for open tax years that Constellation was part of Exelon’s consolidated group for U.S. federal, state, and local tax purposes. 216 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 13 — Income Taxes Indemnification for Taxes. As a former subsidiary of Exelon, Constellation has joint and several liability with Exelon to the IRS and certain state jurisdictions relating to the taxable periods prior to the separation. The TMA specifies that Constellation is liable for their share of taxes required to be paid by Exelon with respect to taxable periods prior to the separation to the extent Constellation would have been responsible for such taxes under the existing Exelon tax sharing agreement. In 2023, Exelon remitted $9 million of payments to Constellation. At December 31, 2023, Exelon recorded a payable of $11 million in Other current liabilities that is due to Constellation. Tax Refunds. The TMA specifies that Constellation is entitled to their share of any future tax refunds claimed by Exelon with respect to taxable periods prior to the separation to the extent that Constellation would have received such tax refunds under the existing Exelon tax sharing agreement. Tax Attributes. At the date of separation certain tax attributes, primarily pre-closing tax credit carryforwards, that were generated by Constellation were required by law to be allocated to Exelon. The TMA also provides that Exelon will reimburse Constellation when those allocated tax attribute carryforwards are utilized. In 2023, Exelon remitted $21 million of payments to Constellation for the utilization of pre-closing tax credit carryforwards. At December 31, 2023, Exelon recorded a payable of $182 million and $331 million in Other current liabilities and Other deferred credits and other liabilities, respectively, in the Consolidated Balance Sheet for tax attribute carryforwards that are expected to be utilized and reimbursed to Constellation. Corporate Alternative Minimum Tax (All Registrants) On August 16, 2022, the IRA was signed into law and implemented a new corporate alternative minimum tax (CAMT) that imposes a 15.0% tax on modified GAAP net income. Corporations are entitled to a tax credit (minimum tax credit) to the extent the CAMT liability exceeds the regular tax liability. This amount can be carried forward indefinitely and used in future years when regular tax exceeds the CAMT. Based on the existing statue, Exelon and each of the Utility Registrants will be subject to and will report the CAMT on a separate Registrant basis in the Consolidated Statements of Operations and Comprehensive Income and the Consolidated Balance Sheets. The deferred tax asset related to the minimum tax credit carryforward will be realized to the extent Exelon’s consolidated deferred tax liabilities exceed the minimum tax credit carryforward. Exelon’s deferred tax liabilities are expected to exceed the minimum tax credit carryforward for the foreseeable future and thus no valuation allowance is required. Exelon is continuing to assess the financial statement impacts of the IRA and will update estimates based on future guidance issued by the U.S. Treasury. Long-Term Marginal State Income Tax Rate (All Registrants) Quarterly, Exelon reviews and updates its marginal state income tax rates for material changes in state tax laws and 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. In the third quarter of 2023, Exelon updated its marginal state income tax rates for changes in state apportionment. The changes in marginal rates in the third quarter resulted in a decrease of $54 million to the deferred tax liability at Exelon, and a corresponding adjustment to income tax expense, net of federal taxes. There were no impacts to ComEd, BGE, PHI, Pepco, DPL, and ACE for the years ended December 31, 2023, 2022, and 2021. December 31, 2023 Decrease to Deferred Income Tax Liability and Income Tax Expense, Net of Federal Taxes December 31, 2022 Increase to Deferred Income Tax Liability and Income Tax Expense, Net of Federal Taxes December 31, 2021 Increase to Deferred Income Tax Liability and Income Tax Expense, Net of Federal Taxes Pennsylvania Corporate Income Tax Rate Change (Exelon and PECO) Exelon $ (54) 67 27 On July 8, 2022, Pennsylvania enacted House Bill 1342, which will permanently reduce the corporate income tax rate from 9.99% to 4.99%. The tax rate will be reduced to 8.99% for the 2023 tax year. Starting with the 2024 tax year, the rate is reduced by 0.50% annually until it reaches 4.99% in 2031. As a result of the rate change, in the 217 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 13 — Income Taxes third quarter of 2022, Exelon and PECO recorded a one-time decrease to deferred income taxes of $390 million with a corresponding decrease to the deferred income taxes regulatory asset of $428 million for the amounts that are expected to be settled through future customer rates and an increase to income tax expense of $38 million (net of federal taxes). The tax rate decrease is not expected to have a material ongoing impact to Exelon’s and PECO’s financial statements. There were no changes to PECO's marginal state income tax rates for the years ended December 31, 2022, and 2021. Allocation of Tax Benefits (All Registrants) The Utility Registrants are 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 are reallocated to the other Registrants. That allocation is treated as a contribution from Exelon to the party receiving the benefit. The following table presents the allocation of tax benefits from Exelon under the Tax Sharing Agreement, for the year ended December 31, 2023, 2022, and 2021. December 31, 2023 December 31, 2022 (a) (b) December 31, 2021 (c) ComEd PECO BGE PHI Pepco DPL ACE $ 13 $ 1 1 $ 19 47 19 — $ — — $ 10 28 17 4 $ 23 16 — $ 3 — 2 2 — __________ (a) BGE and DPL 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) 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. (c) BGE, 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. 14. Retirement Benefits (All Registrants) Exelon sponsors defined benefit pension and OPEB plans. 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 BSC non-represented, non- craft, employees, January 1, 2021 for most newly-hired utility management employees, and for certain newly-hired union employees pursuant to their collective bargaining agreements, 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, 2022, management employees retiring on or after that date are no longer eligible for retiree life insurance benefits. Effective February 1, 2022, in connection with the separation, pension and OPEB obligations and assets for current and former employees of the Constellation business and certain other former employees of Exelon and its subsidiaries transferred to pension and OPEB plans and trusts maintained by Constellation or its subsidiaries. The Exelon New England Union Employees Pension Plan and Constellation Mystic Power, LLC Union Employees Pension Plan Including Plan A and Plan B were transferred. The following OPEB plans were also transferred: Constellation Mystic Power, LLC Post-Employment Medical Savings Account Plan; Exelon New England Union Post-Employment Medical Savings Account Plan; and the Nine Mile Point Nuclear Station, LLC Medical Care and Prescription Drug Plan for Retired Employees. As a result of the separation, Exelon restructured certain of its qualified pension plans. Pension obligations and assets for current and former employees continuing with Exelon and who were participants in the Exelon Employee Pension Plan for Clinton, TMI, and Oyster Creek, Pension Plan of Constellation Energy Nuclear Group, LLC, and Nine Mile Point Pension Plan were merged into the Pension Plan of Constellation Energy 218 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 14 — Retirement Benefits Group, Inc, which was subsequently renamed, Exelon Pension Plan (EPP). Exelon employees who participated in these plans prior to the separation now participate in the EPP. The merging of the plans did not change the benefits offered to the plan participants and, thus, had no impact on Exelon's pension obligations. The tables below show the pension and OPEB plans in which current and former employees of each operating company participated as of December 31, 2023: Name of Plan: Qualified Pension Plans: Exelon Corporation Retirement Program (ECRP) Exelon Corporation Pension Plan for Bargaining Unit Employees (PPBU) Exelon Pension Plan (EPP) Pepco Holdings LLC Retirement Plan (PHI Qualified) Non-Qualified Pension Plans: Exelon Corporation Supplemental Pension Benefit Plan and 2000 Excess Benefit Plan (SPBP) Exelon Corporation Supplemental Management Retirement Plan (SMRP) Constellation Energy Group, Inc. Senior Executive Supplemental Plan Constellation Energy Group, Inc. Supplemental Pension Plan Constellation Energy Group, Inc. 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 Pepco Holdings LLC Combined Executive Retirement Plan Name of Plan: OPEB Plans: PECO Energy Company Retiree Medical Plan (East) Exelon Corporation Health Care Program (West) Pepco Holdings LLC Welfare Plan for Retirees (PHI PRW) Exelon Corporation Employees’ Life Insurance Plan Exelon Corporation Health Reimbursement Arrangement Plan BGE Retiree Medical Plan BGE Retiree Dental Plan Exelon Retiree Medical Plan of Constellation Energy Nuclear Group, LLC Exelon Retiree Dental Plan of Constellation Energy Nuclear Group, LLC ComEd PECO BGE PHI Pepco DPL ACE Operating Company (a) 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 ComEd PECO BGE PHI Pepco DPL ACE Operating Company (a) 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) Employees generally remain in their legacy benefit plans when transferring between operating companies. 219 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 14 — Retirement Benefits 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 As of February 1, 2022, in connection with the separation, Exelon's pension and OPEB plans were remeasured. The remeasurement and separation resulted in a decrease to the Pension obligation, net of plan assets, of $921 million and a decrease to the OPEB obligation of $893 million. Additionally, AOCI decreased by $1,994 million (after-tax) and Regulatory assets and liabilities increased by $14 million and $5 million, respectively. Key assumptions were held consistent with the year end December 31, 2021 assumptions with the exception of the discount rate. During the first quarter of 2023, Exelon received an updated valuation of its pension and OPEB to reflect actual census data as of January 1, 2023. This valuation resulted in an increase to the pension obligation of $27 million and an increase to the OPEB obligations of $2 million. Additionally, AOCI increased by $10 million (after-tax) and Regulatory assets and liabilities increased by $18 million and $1 million, respectively. 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 as of the beginning of year Service cost Interest cost Plan participants’ contributions Actuarial loss (gain) Plan amendments (a) Settlements Gross benefits paid Net benefit obligation as of the end of year Change in plan assets: Fair value of net plan assets as of the beginning of year Actual return on plan assets Employer contributions Plan participants’ contributions Gross benefits paid Settlements Fair value of net plan assets as of the end of year Pension Benefits OPEB 2023 2022 2023 2022 10,677 $ 155 578 — 406 4 (42) (790) 14,236 $ 236 439 — (3,379) — — (855) 1,884 $ 26 101 27 55 — — (185) 10,988 $ 10,677 $ 1,908 $ Pension Benefits OPEB 2023 2022 2023 2022 9,521 $ 12,165 $ 1,351 $ 638 75 — (790) (42) (2,359) 570 — (855) — 108 54 27 (185) — 9,402 $ 9,521 $ 1,355 $ 2,502 41 76 26 (604) — — (157) 1,884 1,665 (225) 42 26 (157) — 1,351 $ $ $ $ __________ (a) The pension and OPEB losses in 2023 primarily reflect a decrease in the discount rate. The pension and OPEB gains in 2022 primarily reflect an increase in the discount rate. 220 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 14 — Retirement Benefits Exelon presents its benefit obligations and plan assets net on its Consolidated Balance Sheets 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 2023 2022 2023 $ $ 15 $ 1,571 — 1,586 $ 47 $ 1,109 — 1,156 $ OPEB $ 26 — 527 553 $ 2022 26 — 507 533 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 Fair value of net plan assets Components of Net Periodic Benefit Costs Exelon 2023 2022 $ 10,376 $ 9,279 10,108 9,427 The majority of the 2023 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 5.53%. The majority of the 2023 OPEB cost is calculated using an expected long-term rate of return on plan assets of 6.50% for funded plans and a discount rate of 5.51%. A portion of the net periodic benefit cost for all plans is capitalized in 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, 2023, 2022, and 2021. Components of net periodic benefit cost: Service cost Interest cost Expected return on assets Amortization of: Prior service cost (credit) Actuarial loss (gain) Settlement and other charges Net periodic benefit cost 2023 Pension Benefits 2022 2021 2023 OPEB 2022 2021 $ $ 155 $ 236 $ 294 $ 26 $ 41 $ 578 (755) 2 166 20 439 (822) 2 295 — 406 (843) 2 399 7 101 (83) (10) (2) — 166 $ 150 $ 265 $ 32 $ 76 (99) (19) 12 — 11 $ 51 69 (99) (25) 27 1 24 221 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 14 — Retirement Benefits 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 (benefit). 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 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, 2023 2022 2021 Components of AOCI and Regulatory Assets Exelon ComEd PECO BGE PHI Pepco DPL ACE $ 198 $ 161 288 $ 26 60 129 (14) $ (9) 8 $ 56 44 64 $ 99 53 49 $ 34 9 6 $ 18 3 2 13 12 11 Exelon recognizes the overfunded or underfunded status of defined benefit pension and OPEB plans as an asset or liability on its Consolidated Balance Sheets, with offsetting entries to AOCI and Regulatory assets (liabilities). A portion of current year actuarial (gains) losses and prior service costs (credits) is capitalized in 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, 2023, 2022, and 2021 for all plans combined. The tables include amounts related to Generation prior to the separation. Changes in plan assets and benefit obligations recognized in AOCI and Regulatory assets (liabilities): Current year actuarial loss (gain) Amortization of actuarial (loss) gain Separation of Constellation Current year prior service cost Amortization of prior service (cost) credit Settlements Total recognized in AOCI and Regulatory assets (liabilities) Total recognized in AOCI Total recognized in Regulatory assets (liabilities) Pension Benefits 2023 2022 2021 2023 OPEB 2022 2021 $ $ $ $ 523 $ (166) (226) $ (295) (700) $ (598) — 4 (2) (20) (2,631) — (2) — — — (3) (27) 339 $ (3,154) $ (1,328) $ 99 $ 240 $ (2,719) $ (435) $ (747) $ (581) $ 30 2 — — 10 — 42 $ $ 4 $ 38 $ (271) $ (12) (43) — 19 — (270) (37) — — 34 (1) (307) $ (274) (74) $ (233) $ (130) (144) 222 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 14 — Retirement Benefits The following table provides the components of gross AOCI and Regulatory assets (liabilities) for Exelon that have not been recognized as components of periodic benefit cost as of December 31, 2023 and 2022, respectively, for all plans combined: Prior service cost (credit) Actuarial loss (gain) Total Total included in AOCI Total included in Regulatory assets (liabilities) Average Remaining Service Period Pension Benefits 2023 2022 2023 $ $ $ $ 21 $ 3,948 3,969 $ 972 $ 2,997 $ 19 $ 3,611 3,630 $ 873 $ 2,757 $ OPEB (45) $ (101) (146) $ (17) $ (129) $ 2022 (55) (133) (188) (21) (167) 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 Assumptions 2023 2022 2021 12.6 8.1 9.3 12.5 7.9 9.1 12.4 7.6 8.8 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 years ended December 31, 2023 and 2022, Exelon’s mortality assumption utilizes the SOA 2019 base table (Pri-2012) and MP-2021 improvement scale adjusted to use Proxy SSA ultimate improvement rates. For Exelon, the following assumptions were used to determine the benefit obligations for the plans as of December 31, 2023 and 2022. Assumptions used to determine year-end benefit obligations are the assumptions used to estimate the subsequent year’s net periodic benefit costs. 223 Table of Contents Discount rate (a) Investment crediting rate (b) Rate of compensation increase Mortality table Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 14 — Retirement Benefits Pension Benefits OPEB 2023 2022 2023 2022 5.19 % 5.03 % 3.75 % 5.53 % 5.07 % 3.75 % 5.17 % N/A 3.75 % 5.51 % N/A 3.75 % Pri-2012 table with MP- 2021 improvement scale (adjusted) Pri-2012 table with MP- 2021 improvement scale (adjusted) Pri-2012 table with MP- 2021 improvement scale (adjusted) Pri-2012 table with MP- 2021 improvement scale (adjusted) Health care cost trend on covered charges N/A N/A Initial and ultimate trend rate of 5.00% Initial and ultimate trend 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 5.11% - 5.27% and 5.15% - 5.17% for pension and OPEB plans, respectively, as of December 31, 2023 and 5.46% - 5.60% and 5.49% - 5.51% for pension and OPEB plans, respectively, as of December 31, 2022. (b) The investment crediting rate above represents a weighted average rate. The following assumptions were used to determine the net periodic benefit cost for Exelon for the years ended December 31, 2023, 2022 and 2021: Discount rate (a) Investment crediting rate (b) Expected return on plan assets (c) Rate of compensation increase Mortality table 2023 Pension Benefits 2022 2021 2023 OPEB 2022 2021 5.53 % 5.07 % 7.00 % 3.75 % 3.24 % 3.75 % 7.00 % 3.75 % 2.58 % 3.72 % 7.00 % 3.75 % 5.51 % N/A 6.50 % 3.75 % 3.20 % N/A 6.44 % 3.75 % 2.51 % N/A 6.46 % 3.75 % Health care cost trend on covered charges N/A N/A N/A Pri-2012 table with MP- 2021 improvement scale (adjusted) Pri-2012 table with MP- 2021 improvement scale (adjusted) Pri-2012 table with MP - 2020 improvement scale (adjusted) Pri-2012 table with MP- 2021 improvement scale (adjusted) Initial and ultimate rate of 5.00% Pri-2012 table with MP- 2021 improvement scale (adjusted) Pri-2012 table with MP - 2020 improvement scale (adjusted) Initial and ultimate rate of 5.00% Initial and ultimate rate of 5.00% __________ (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 5.46%-5.60% and 5.49%-5.51% for pension and OPEB plans, respectively, for the year ended December 31, 2023; 2.55%-3.24% and 2.84%-3.20% for pension and OPEB plans; respectively, for the year ended December 31, 2022; and 2.11%-2.73% and 2.45%-2.63% for pension and OPEB plans, respectively, for the year ended December 31, 2021. (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. Contributions Exelon allocates contributions related to its ECRP and PPBU pension plans and East and West OPEB plans to its subsidiaries based on accounting cost. For the EPP pension plan, PHI Qualified, and PHI PRW plans, pension and OPEB contributions are allocated to the subsidiaries based on employee participation (both active and retired). For Exelon, in connection with the separation, additional qualified pension contributions of $207 million and $33 million were completed on February 1, 2022 and March 2, 2022, respectively. The following table provides contributions to the pension and OPEB plans: 224 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Exelon ComEd PECO BGE PHI Pepco DPL ACE 2023 $ 75 24 1 — 8 1 2 — Pension Benefits 2022 2021 2023 $ 570 $ 343 $ 176 15 48 69 3 1 7 174 17 57 39 2 1 3 Note 14 — Retirement Benefits OPEB 2022 2021 $ 42 $ 8 3 20 9 8 — — 54 17 — 19 16 11 2 3 63 22 1 24 9 9 — — 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 annual contributions with the objective of achieving 100% funded status on an ABO basis over time. This 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 $93 million in 2024. Unlike the qualified pension plans, Exelon’s non-qualified pension plans are not funded, given 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 2024: Exelon ComEd PECO BGE PHI Pepco DPL ACE Qualified Pension Plans Non-Qualified Pension Plans OPEB $ 93 $ 15 $ 3 2 17 66 — — 7 1 1 1 8 1 — — 47 18 1 14 11 10 — — 225 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 14 — Retirement Benefits Estimated Future Benefit Payments Estimated future benefit payments to participants in all of the pension plans and postretirement benefit plans as of December 31, 2023 were: 2024 2025 2026 2027 2028 2029 through 2033 Total estimated future benefits payments through 2033 Plan Assets $ $ Pension Benefits OPEB 782 $ 783 795 800 792 3,977 7,929 $ 152 151 152 151 151 730 1,487 Investment Strategy. On a regular basis, Exelon evaluates its investment strategy to ensure 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, 2023 were 7.73% and 9.20%, respectively, compared to an expected long-term return assumption of 7.00% and 6.50%, respectively. Exelon used an EROA of 7.00% and 6.50% to estimate its 2024 pension and OPEB costs, respectively. Exelon’s pension and OPEB plan target asset allocations as of December 31, 2023 and 2022 were as follows: Asset Category Equity securities Fixed income securities Alternative investments Total (a) December 31, 2023 December 31, 2022 Pension Benefits OPEB Pension Benefits OPEB 28 % 44 % 28 % 100 % 44 % 41 % 15 % 100 % 28 % 44 % 28 % 100 % 44 % 41 % 15 % 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, 2023. 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, 2023, there were no significant concentrations (defined as greater than 10% of plan assets) of risk in Exelon’s pension and OPEB plan assets. 226 Table of Contents Fair Value Measurements Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 14 — Retirement Benefits 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 as of December 31, 2023 and 2022: Level 1 Level 2 Level 3 Not Subject to Leveling Total Level 1 Level 2 Level 3 Not Subject to Leveling Total December 31, 2023 December 31, 2022 Pension plan assets (a) Cash and cash equivalents $ 267 $ Equities (b) Fixed income: U.S. Treasury and agencies State and municipal debt Corporate debt (b) Other Fixed income subtotal Private equity Hedge funds Real estate Private credit Pension plan assets subtotal OPEB plan assets (a) Cash and cash equivalents Equities Fixed income: U.S. Treasury and agencies State and municipal debt Corporate debt Other Fixed income subtotal Hedge funds Real estate Private credit OPEB plan assets subtotal Total pension and OPEB plan assets (c) $ $ $ $ 1,513 1,291 — — — 1,291 — — — — $ — — 184 42 1,792 79 2,097 — — — — — 1 — — 9 — 9 — — — — $ — $ 267 $ 200 $ 694 — — — 788 788 1,166 578 760 626 2,208 1,475 42 1,801 867 4,185 1,166 578 760 626 1,448 986 — — — 986 — — — — $ — — 178 44 1,975 63 2,260 — — — — $ — $ 782 — — — 744 744 1,169 760 821 658 200 2,230 1,164 44 1,987 807 4,002 1,169 760 821 658 3,071 $ 2,097 $ 10 $ 4,612 $ 9,790 $ 2,634 $ 2,260 $ 4,934 $ 9,840 45 $ 315 15 — — 175 190 — — — $ — 1 54 7 44 4 109 — — — 550 3,621 $ $ 110 2,207 $ $ — — — — — — — — — — — 10 270 — — — 206 206 109 88 22 695 5,307 227 $ $ $ — $ 45 $ 39 $ — $ 586 69 7 44 385 505 109 88 22 305 17 — — 161 178 — — — $ — 1 45 8 44 5 102 — — — 39 579 62 8 44 353 467 120 106 39 273 — — — 187 187 120 106 39 725 5,659 $ $ 1,355 11,145 $ $ 522 3,156 $ $ 103 2,363 $ $ $ $ 1,350 11,190 — — — — 12 — 12 — — — — 12 — — — — — — — — — — — 12 $ $ $ $ Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 14 — Retirement Benefits __________ (a) See Note 17—Fair Value of Financial Assets and Liabilities for a description of levels within the fair value hierarchy. (b) Includes derivative instruments of $51 million and $11 million for the years ended December 31, 2023 and 2022, respectively, which have total notional amounts of $3,351 million and $3,434 million as of December 31, 2023 and 2022, respectively. The notional principal 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 Exelon's exposure to credit or market loss. (c) Excludes net liabilities of $388 million and $318 million as of December 31, 2023 and 2022, respectively, which include certain derivative assets that have notional amounts of $59 million and $69 million as of December 31, 2023 and 2022, 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, interest and dividends receivable, and repurchase agreement obligations. The repurchase agreements generally have maturities ranging from 3 - 6 months. 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, 2023 and 2022: Pension Assets Balance as of January 1, 2023 Actual return on plan assets: Relating to assets still held as of the reporting date Relating to assets sold during the period Purchases, sales and settlements: Purchases Settlements (a) Level 3 transfers (out) in Balance as of December 31, 2023 Pension Assets Balance as of January 1, 2022 Actual return on plan assets: Relating to assets still held as of the reporting date Relating to assets sold during the period Purchases, sales and settlements: Purchases Settlements Level 3 transfers out (a) (b) Balance as of December 31, 2022 Fixed Income Equities Private Credit Total 12 $ — $ — $ — — — — (3) 9 $ — — — — 1 1 $ — — — — — — $ Fixed Income Equities Private Credit Total 337 $ 2 $ 130 $ (9) (19) — (1) (296) 12 $ — — — — (2) — (15) 13 7 (52) (83) $ — $ 12 — — — — (2) 10 469 (24) (6) 7 (53) (381) 12 $ $ $ $ __________ (a) Represents cash settlements only. (b) In 2022, transfers relate to changes in investment structure for certain investments due to the separation. Valuation Techniques Used to Determine Fair Value The techniques used to fair value the pension and OPEB assets invested in cash equivalents are the same as the valuation techniques used to determine the fair value of financial assets. See Cash Equivalents in Note 17 - Fair Value of Financial Assets and Liabilities for further information. Below outlines the techniques used to fair value the pension and OPEB assets invested in equities, fixed income, derivatives, private credit, private equity, and real estate investments. 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 228 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 14 — Retirement Benefits exchanges, which Exelon is 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 that are not publicly quoted, the fund administrators value the funds using the NAV per fund share, derived from the quoted prices in active markets on the underlying securities and are not classified within the fair value hierarchy. These investments can typically 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 another price source is considered to be preferable. Exelon has obtained an understanding of how these prices are derived, including the nature and observability of the inputs used in deriving such prices. Additionally, Exelon selectively corroborates 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 that 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. 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. 229 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 14 — Retirement Benefits 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 of the underlying investments from sources with professional qualifications, typically using a combination of market based comparable data and discounted cash flows. These valuation inputs are unobservable. Certain real estate investments 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. The remaining liquid real estate investments are generally redeemable from the investment vehicle quarterly, with 30 to 90 days of notice. 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. 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 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 that may include a lock-up period or a gate. Defined Contribution Savings Plan The Registrants participate in a 401(k) defined contribution savings plan that is sponsored by Exelon. The plan is qualified under applicable sections of the IRC and allows 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 the employer contributions and employer matching contributions to the savings plan for the years ended December 31, 2023, 2022, and 2021: For the Years Ended December 31, 2023 2022 2021 Exelon ComEd PECO BGE PHI Pepco DPL ACE $ 109 $ 91 90 $ 47 39 35 $ 15 13 12 12 11 12 $ 16 14 14 4 4 4 $ 3 $ 3 3 2 2 2 15. Derivative Financial Instruments (All Registrants) The Registrants use derivative instruments to manage commodity price risk and interest rate risk related to ongoing business operations. The Registrants do not execute derivatives for speculative or proprietary trading purposes. 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. At ComEd, derivative economic hedges related to commodities are recorded at fair value and offset by a corresponding regulatory asset or liability. At Exelon, derivative economic hedges related to interest rates are recorded at fair value and offsets are recorded to Electric operating revenues or Interest expense based on the activity the transaction is economically hedging. For all NPNS derivative instruments, accounts receivable or accounts payable are recorded when derivatives settle and revenue or expense is recognized in earnings as the underlying physical commodity is sold or consumed. At Exelon, derivative hedges that qualify and are designated as cash flow hedges are recorded at fair value and offsets are recorded to AOCI. 230 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 15 — Derivative Financial Instruments ComEd’s use of cash collateral is generally unrestricted unless ComEd is 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 meets certain qualifications. Commodity Price Risk The Utility 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, which are either determined to be non-derivative or classified as economic hedges. 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 ComEd PECO BGE Pepco DPL Commodity Electricity Electricity Electricity Gas Electricity Gas Electricity Electricity Gas Gas Accounting Treatment NPNS Hedging Instrument Fixed price contracts based on all requirements in the IPA procurement plans. Changes in fair value of economic hedge recorded to an offsetting regulatory asset or liability (a) 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. NPNS NPNS NPNS NPNS NPNS NPNS NPNS Fixed price contracts for default supply requirements through full requirements contracts. 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. Fixed and index priced contracts through full requirements contracts. Changes in fair value of economic hedge recorded to an offsetting regulatory asset or liability (b) Exchange traded future contracts for up to 50% of estimated monthly purchase requirements each month, including purchases for storage injections. ACE Electricity NPNS Fixed price contracts for all BGS requirements through full requirements contracts. _________ (a) See Note 3—Regulatory Matters for additional information. (b) The fair value of the DPL economic hedge is not material as of December 31, 2023 and 2022. The fair value of derivative economic hedges is presented in Other current assets and current and noncurrent Mark-to-market derivative liabilities in Exelon's and ComEd's Consolidated Balance Sheets. Interest Rate and Other Risk (Exelon) Exelon Corporate uses a combination of fixed-rate and variable-rate debt to manage interest rate exposure. Exelon Corporate may utilize interest rate derivatives to lock in rate levels in anticipation of future financings, which are typically designated as cash flow hedges. In addition, Exelon Corporate utilized interest rate swaps to manage interest rate exposure and manage potential fluctuations in Electric operating revenues at the corporate level in consolidation, which were directly correlated to yields on U.S. Treasury bonds under ComEd's distribution formula rate through December 31, 2023. These interest rate swaps were accounted for as economic hedges. A hypothetical 50 basis point change in the interest rates associated with Exelon's interest rate swaps as of December 31, 2023 would result in an immaterial impact to Exelon's Consolidated Net Income. 231 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 15 — Derivative Financial Instruments Below is a summary of the interest rate hedge balances at December 31, 2023 and 2022. Other current assets Other deferred debits (noncurrent assets) Total derivative assets Mark-to-market derivative liabilities (current liabilities) Total mark-to-market derivative liabilities Total mark-to-market derivative net liabilities Other deferred debits (noncurrent assets) Total 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 Cash Flow Hedges (Interest Rate Risk) Derivatives Designated as Hedging Instruments December 31, 2023 Economic Hedges Total Derivatives Designated as Hedging Instruments 11 $ — 11 (24) (24) (13) $ $ 6 6 — (4) (4) 2 $ 1 $ — 1 (22) (22) (21) $ December 31, 2022 Economic Hedges Total 5 $ 5 (3) — (3) 2 $ 12 — 12 (46) (46) (34) 11 11 (3) (4) (7) 4 $ $ $ $ For derivative instruments that qualify and are designated as cash flow hedges, the changes in fair value each period are initially recorded in AOCI and reclassified into earnings when the underlying transaction affects earnings. In January 2023, Exelon Corporate entered into $115 million notional of 5-year maturity floating-to-fixed swaps and $115 million notional of 10-year maturity floating-to-fixed swaps, for a total of $230 million designated as cash flow hedges. In February 2023, Exelon terminated the previously issued floating-to-fixed swaps with a total notional of $1.5 billion upon issuance of $2.5 billion of debt. See Note 16 – Debt and Credit Agreements for additional information on the debt issuance. Prior to the termination, the AOCI derivative gain was $7 million (net of tax). The settlements resulted in a cash receipt of $10 million, which is being amortized into Interest expense in Exelon's Consolidated Statement of Operations and Comprehensive Income over the 5-year and 10- year terms of the swaps. Since the termination in February 2023, Exelon has entered into additional floating-to-fixed swaps. The following table provides the notional amounts outstanding held by Exelon at December 31, 2023 and 2022. 5-year maturity floating-to-fixed swaps 10-year maturity floating-to-fixed swaps Total December 31, 2023 December 31, 2022 $ $ 655 $ 655 1,310 $ 635 635 1,270 The AOCI derivative loss (net of tax) was $10 million as of December 31, 2023 and gain was $2 million as of December 31, 2022. See Note 21 – Changes in Accumulated Other Comprehensive Income (Loss) for additional information. Economic Hedges (Interest Rate and Other Risk) 232 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 15 — Derivative Financial Instruments Exelon Corporate executes derivative instruments to mitigate exposure to fluctuations in interest rates but for which the fair value or cash flow hedge elections were not made. For derivatives intended to serve as economic hedges, fair value is recorded on the balance sheet and changes in fair value each period are recognized in earnings or as a regulatory asset or liability, if regulatory requirements are met, each period. Exelon Corporate enters into floating-to-fixed interest rate cap swaps to manage a portion of interest rate exposure in connection with existing borrowings. In 2022, Exelon Corporate entered into $1 billion notional of 18-month maturity floating-to-fixed interest rate cap swaps and $850 million notional of 6-month maturity floating-to-fixed interest rate cap swaps, for a total of $1,850 million notional of floating- to-fixed interest rate cap swaps as of December 31, 2022. The 6-month maturity floating-to-fixed interest rate cap swaps of $850 million notional matured in March 2023. Exelon receives payments on the interest rate cap when the floating rate exceeds the fixed rate. Settlements received are immaterial as of December 31, 2023. Additionally, to manage potential fluctuations in Electric operating revenues related to ComEd's distribution formula rate, Exelon Corporate entered into a total of $4,875 million notional of 30-year constant maturity treasury interest rate (Corporate 30-year treasury) swaps from 2022 through 2023. The Corporate 30-year treasury swaps matured on December 31, 2023 and Exelon recorded a Mark-to-market liability of $22 million for the final settlement amount, which was paid in January 2024. The following table provides the notional amounts outstanding held by Exelon at December 31, 2023 and 2022. Hedging Instrument Interest rate cap swaps Constant maturity treasury interest rate swaps Total December 31, 2023 December 31, 2022 $ $ 1,000 $ — 1,000 $ 1,850 500 2,350 For the year ended December 31, 2023, Exelon Corporate recognized the following net pre-tax mark-to-market losses which are also recognized in Net fair value changes related to derivatives in Exelon's Consolidated Statements of Cash Flows. Income Statement Location Electric operating revenues Interest expense Total Credit Risk December 31, 2023 (Loss) December 31, 2022 (Loss) $ $ (20) $ — (20) $ (2) (3) (5) 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. 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. The amount of cash collateral received from external counterparties decreased as of December 31, 2023 due to decreasing energy prices. The following table reflects the Registrants' cash collateral held from external counterparties, which is recorded in Other current liabilities on their respective Consolidated Balance Sheets, at December 31, 2023 and 2022 233 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Exelon ComEd (a) PECO BGE PHI Pepco DPL ACE $ Note 15 — Derivative Financial Instruments December 31, 2023 December 31, 2022 148 $ 146 — 1 1 1 — — 297 77 — 23 197 26 121 50 __________ (a) PECO had less than one million in cash collateral held with external parties as of December 31, 2023 and 2022. 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, 2023, 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, 2023, they could have been required to post collateral to their counterparties of $25 million, $61 million, and $10 million, respectively. 16. 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. PECO meets its 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 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 234 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 16 — Debt and Credit Agreements The following table reflects the Registrants' commercial paper programs supported by the revolving credit agreements and bilateral credit agreements at December 31, 2023 and 2022: Commercial Paper Issuer Exelon (b) ComEd PECO BGE (c) PHI Pepco DPL ACE Credit Facility Size at December 31, Outstanding Commercial Paper at December 31, Average Interest Rate on Commercial Paper Borrowings at December 31, 2023 (a) 2022 (a) 2023 2022 2023 2022 $ $ $ $ $ $ $ $ 4,000 1,000 600 600 900 300 300 300 (d) (d) (d) $ $ $ $ $ $ $ $ 4,000 $ 1,000 $ 600 $ 600 $ 900 $ 300 $ 300 $ 300 $ 1,624 $ 1,938 202 $ 165 $ 336 $ 394 $ 132 $ 63 $ 199 $ 427 239 409 414 299 115 — 5.58 % 5.53 % 5.57 % 5.59 % 5.60 % 5.59 % 5.60 % 5.60 % 4.77 % 4.71 % 4.71 % 4.81 % 4.78 % 4.79 % 4.76 % — % __________ (a) Excludes credit facility agreements arranged at minority and community banks. See below for additional information. (b) Includes revolving credit agreements at Exelon Corporate with a maximum program size of $900 million as of December 31, 2023 and December 31, 2022. Exelon Corporate had $527 million in outstanding commercial paper as of December 31, 2023 and $449 million outstanding commercial paper as of December 31, 2022. (c) Represents the consolidated amounts of Pepco, DPL, and ACE. (d) The standard maximum program size for revolving credit facilities is $300 million each for Pepco, DPL and ACE based on the credit agreements in place. However, the facilities at Pepco, DPL, and ACE have 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. In January 2024, this ability was utilized to increase ACE's program size to $350 million. As a result, the program size for Pepco did not change and DPL was decreased to $250 million, which prevents the aggregate amount of outstanding short-term debt from exceeding the $900 million limit. 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. 235 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 16 — Debt and Credit Agreements At December 31, 2023, the Registrants had the following aggregate bank commitments, credit facility borrowings, and available capacity under their respective credit facilities: Borrower (a) (c) Exelon ComEd PECO BGE (d) PHI Pepco DPL ACE $ Facility Type Syndicated Revolver Syndicated Revolver Syndicated Revolver Syndicated Revolver Syndicated Revolver Syndicated Revolver Syndicated Revolver Syndicated Revolver Aggregate Bank (b) Commitment Facility Draws Outstanding Letters of Credit Actual To Support Additional Commercial Paper (c) Available Capacity at December 31, 2023 4,000 $ 1,000 600 600 900 300 300 300 $ — — — — — — — — 19 10 — 6 — — — — $ 3,981 $ 2,357 990 600 594 900 300 300 300 788 435 258 506 168 237 101 __________ (a) On February 1, 2022, Exelon Corporate and the Utility Registrants' respective syndicated revolving credit facilities were replaced with a new 5-year revolving credit facility. (b) Excludes credit facility agreements arranged at minority and community banks. See below for additional information. (c) Includes $900 million aggregate bank commitment related to Exelon Corporate. Exelon Corporate had $3 million outstanding letters of credit as of December 31, 2023. Exelon Corporate had $370 million in available capacity to support additional commercial paper as of December 31, 2023. (d) Represents the consolidated amounts of Pepco, DPL, and ACE. The following table reflects the Registrants' credit facility agreements arranged at minority and community banks at December 31, 2023 and 2022. These are excluded from the Maximum Program Size and Aggregate Bank Commitment amounts within the two tables above and the facilities are solely used to issue letters of credit. Borrower 2023 (a) 2022 2023 2022 Aggregate Bank Commitments Outstanding Letters of Credit (b) Exelon ComEd PECO BGE (c) PHI Pepco DPL ACE $ 140 $ 40 40 15 45 15 15 15 140 $ 40 40 15 45 15 15 15 $ 10 7 1 2 — — — — 10 7 1 2 — — — — __________ (a) These facilities were entered into on October 6, 2023 and expire on October 4, 2024. (b) Represents the consolidated amounts of ComEd, PECO, BGE, Pepco, DPL, and ACE. (c) Represents the consolidated amounts of Pepco, DPL, and ACE. Revolving Credit Agreements On February 1, 2022, Exelon Corporate and the Utility Registrants each entered into a new 5-year revolving credit facility that replaced its existing syndicated revolving credit facility. The following table reflects the credit agreements: 236 Table of Contents Exelon Corporate ComEd PECO BGE Pepco DPL ACE Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 16 — Debt and Credit Agreements Borrower Aggregate Bank Commitment Interest Rate $ $ $ $ $ $ $ 900 1,000 600 600 300 300 300 SOFR plus 1.275 % SOFR plus 1.000 % SOFR plus 0.900 % SOFR plus 0.900 % SOFR plus 1.075 % SOFR plus 1.000 % SOFR plus 1.000 % Borrowings under Exelon’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 SOFR-based rate, plus an adder based upon the particular Registrant’s credit rating. The adders for the prime based borrowings and SOFR-based borrowings are presented in the following table: Prime based borrowings SOFR-based borrowings Exelon (a) ComEd PECO BGE Pepco DPL ACE 0 - 27.5 90.0 - 127.5 — 100.0 — 90.0 — 90.0 7.5 107.5 — 100.0 — 100.0 __________ (a) Includes interest rate adders at Exelon Corporate of 27.5 basis points and 127.5 basis points for prime and SOFR-based borrowings, respectively. If any registrant loses its investment grade rating, the maximum adders for prime rate borrowings and SOFR-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. Exelon Corporate and the Utility Registrants had no outstanding amounts on the revolving credit facilities as of December 31, 2023. Short-Term Loan Agreements On March 23, 2017, Exelon Corporate entered into a term loan agreement for $500 million. The loan agreement was renewed in the first quarter of 2023 and was bifurcated into two tranches of $300 million on March 14, 2023 and $200 million on March 24, 2023. The agreements will expire on March 14, 2024 and March 22, 2024, respectively. Pursuant to the loan agreements, loans made thereunder bear interest at a variable rate equal to SOFR plus 0.90% and all indebtedness thereunder is unsecured. The loan agreement is reflected in Exelon's Consolidated Balance Sheets within Short- term borrowings. On October 4, 2022, ComEd entered into a 364-day term loan agreement for $150 million with a variable rate equal to SOFR plus 0.75% and an expiration date of October 3, 2023. The proceeds from this loan were used to repay outstanding commercial paper obligations. The loan agreement is reflected in Exelon's and ComEd's Consolidated Balance Sheets within Short-term borrowings. The balance of the loan was repaid on January 13, 2023 in conjunction with the $400 million and $575 million First Mortgage Bond agreements that were entered into on January 3, 2023. On May 9, 2023, ComEd entered into a 364-day term loan agreement for $400 million with a variable rate equal to SOFR plus 1.00% and an expiration date of May 7, 2024. The proceeds from this loan were used to repay outstanding commercial paper obligations and for general corporate purposes. The loan agreement is reflected in Exelon's and ComEd's Consolidated Balance Sheets within Short-term borrowings. 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. At both December 31, 2023 and December 31, 2022, $79 million in variable 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 Sheets. 237 Table of Contents Long-Term Debt Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 16 — Debt and Credit Agreements The following tables present the outstanding long-term debt at the Registrants at December 31, 2023 and 2022: Exelon Long-term debt First mortgage bonds Senior unsecured notes (a) Unsecured notes Notes payable and other Long-term software licensing agreement Unsecured tax-exempt bonds Medium-terms notes (unsecured) (b) Loan agreement 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 (c) 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 1.05 % - 2.75 % - 2.25 % - 1.64 % - 2.30 % - 4.15 % - 7.90 % 7.60 % 6.35 % 7.49 % 3.95 % 4.20 % 7.72 % 6.23 % 7.38 % - 6.35 % 10.50 % 5.75 % Maturity Date December 31, 2023 2022 2024 - 2053 $ 2025 - 2053 24,776 $ 10,824 2026 - 2053 2025 - 2053 2024 - 2025 2024 2027 2024 4,650 84 12 33 10 500 40,889 (80) (296) 582 (1,403) $ 39,692 $ 2033 $ 206 $ 2028 2033 81 103 $ 390 $ 22,651 8,324 4,250 86 25 33 10 1,400 36,779 (74) (257) 626 (1,802) 35,272 206 81 103 390 __________ (a) Substantially all of ComEd’s assets other than expressly excluded 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) Pursuant to the loan agreement, loans made thereunder bear interest at a variable rate equal to SOFR plus 0.85%. (c) Amounts owed to these financing trusts are recorded as Long-term debt to financing trusts within Exelon’s Consolidated Balance Sheets. 238 Table of Contents 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 2.20 % - 6.45 % 7.49 % Note 16 — Debt and Credit Agreements Maturity Date December 31, 2023 2022 2024 - 2053 $ 11,603 $ 10,629 2053 8 11,611 (28) (97) (250) 8 10,637 (27) (92) — $ 11,236 $ 10,518 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 __________ (a) Substantially all of ComEd’s assets, other than expressly excluded 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. 206 (1) $ 205 $ PECO Long-term debt First mortgage bonds Loan agreement Total long-term debt (a) 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 2.80 % - 5.95 % 2.00 % 7.38 % - 10.50 % 5.75 % Maturity Date December 31, 2023 2022 2025 - 2052 $ 5,200 $ 2023 — 5,200 (24) (42) — $ 5,134 $ 2028 $ 2033 $ 81 $ 103 184 $ 206 206 (1) 205 4,625 50 4,675 (24) (39) (50) 4,562 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. 239 Table of Contents 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 Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 16 — Debt and Credit Agreements Rates Maturity Date December 31, 2023 2022 2.25 % - 6.35 % 2026 - 2053 $ 4,650 $ 4,650 (12) (36) — $ 4,602 $ 4,250 4,250 (13) (30) (300) 3,907 240 Table of Contents PHI Long-term debt First mortgage bonds Senior unsecured notes (a) Unsecured tax-exempt bonds Medium-terms notes (unsecured) Finance leases 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 1.05 % - 4.15 % - 7.90 % 7.45 % 4.20 % 7.72 % 5.62 % Note 16 — Debt and Credit Agreements Maturity Date December 31, 2023 2022 2024 - 2053 $ 7,972 $ 7,397 2032 2024 2027 2025 - 2031 185 33 10 74 8,274 — (55) 429 (644) $ 8,004 $ 185 33 10 76 7,701 4 (47) 462 (591) 7,529 _________ (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) 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 Pepco's assets are subject to the lien of its mortgage indenture. DPL Long-term debt (a) First mortgage bonds Unsecured tax-exempt bonds Medium-terms notes (unsecured) Finance leases Total long-term debt Unamortized debt discount and premium, net (b) Unamortized debt issuance costs Long-term debt due within one year Long-term debt Rates 2.32 % - Maturity Date December 31, 2023 2022 7.90 % 5.62 % 2024 - 2053 2025 - 2031 $ $ 4,125 26 4,151 2 (57) (405) 3,775 25 3,800 2 (51) (4) $ 3,691 $ 3,747 Rates 1.05 % - 4.15 % - 5.72 % 4.20 % 7.72 % 5.62 % Maturity Date December 31, 2023 2022 2028 - 2053 $ 2,024 $ 1,874 2024 2027 2025 - 2031 33 10 29 2,096 — (16) (84) $ 1,996 $ 33 10 32 1,949 — (11) (584) 1,354 __________ (a) Substantially all of DPL's assets are subject to the lien of its mortgage indenture. (b) The amount in the Unamortized debt discount and premium, net category was less than $1 million as of December 31, 2023 and 2022. 241 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) ACE Long-term debt First mortgage bonds Finance leases (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 Rates 2.25 % - 5.80 % 5.62 % Note 16 — Debt and Credit Agreements Maturity Date December 31, 2023 2022 2024 - 2053 $ 1,823 $ 2025 - 2031 19 1,842 — (9) (154) 1,748 19 1,767 (1) (9) (3) $ 1,679 $ 1,754 __________ (a) Substantially all of ACE's assets are subject to the lien of its mortgage indenture. Long-term debt maturities at the Registrants in the periods 2024 through 2028 and thereafter are as follows: Year 2024 2025 2026 2027 2028 Thereafter Total Exelon ComEd PECO BGE PHI Pepco DPL ACE $ $ 1,403 1,327 1,615 1,023 1,990 33,921 (a) $ 250 — 500 350 550 10,167 (b) $ 41,279 $ 11,817 $ — 350 — — 81 4,953 5,384 (c) $ $ — $ 644 $ 405 $ 84 $ — 350 — — 4,300 166 15 22 358 7,070 6 5 4 3 3,728 6 6 15 3 1,982 4,650 $ 8,275 $ 4,151 $ 2,096 $ 154 154 4 3 352 1,175 1,842 __________ (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. Long-Term Debt to Affiliates In connection with the debt obligations assumed by Exelon as part of the Constellation merger, Exelon and subsidiaries of Generation (former Constellation subsidiaries) entered into intercompany loan agreements that mirror the terms and amounts of the third-party debt obligations of Exelon, resulting in intercompany notes receivable at Exelon Corporate from Generation. In connection with the separation, on January 31, 2022, Exelon Corporate received cash from Generation of $258 million to settle the intercompany loan. Debt Covenants As of December 31, 2023, the Registrants are in compliance with debt covenants. 17. 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. 242 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 17 — Fair Value of Financial Assets and Liabilities • 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. 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, and trust preferred securities (long-term debt to financing trusts or junior subordinated debentures) at December 31, 2023 and 2022. The Registrants have no financial liabilities classified as Level 1 or measured using the NAV practical expedient. The carrying amounts of the Registrants’ short-term liabilities as presented in their Consolidated Balance Sheets are representative of their fair value (Level 2) because of the short-term nature of these instruments. Long-Term Debt, including amounts due within one year Exelon 41,095 $ $ Carrying Amount Level 1 (a) ComEd PECO BGE PHI Pepco DPL ACE Long-Term Debt to Financing Trusts Exelon $ ComEd PECO 11,486 5,134 4,602 8,648 4,096 2,080 1,833 $ 390 205 184 December 31, 2023 Fair Value Level 2 Level 3 Total Carrying Amount December 31, 2022 Fair Value Level 1 Level 2 Level 3 Total — — — — — — — — — — — $ 33,804 $ 3,442 $ 37,246 $ 37,074 $ 10,210 4,562 4,145 4,160 2,311 694 939 — — — 3,442 1,600 1,134 708 10,210 10,518 4,562 4,145 7,602 3,911 1,828 1,647 4,612 4,207 8,120 3,751 1,938 1,757 $ $ — — — $ 390 208 182 $ 390 208 182 $ 390 205 184 — — — — — — — — — — — $ 29,902 $ 2,327 $ 32,229 9,006 3,864 3,613 4,507 2,229 1,164 909 $ $ — — — — 50 — 2,277 1,205 458 614 384 204 180 $ 9,006 3,914 3,613 6,784 3,434 1,622 1,523 384 204 180 __________ (a) Includes unamortized debt issuance costs, unamortized debt discount and premium, net, purchase accounting fair value adjustments, and finance lease liabilities which are not fair valued. Refer to Note 16 — Debt and Credit Agreements for unamortized debt issuance costs, unamortized debt discount and premium, net, and purchase accounting fair value adjustments and Note 10 — Leases for finance lease liabilities. 243 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 17 — 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 Long-Term Debt, including amounts due within one year Level Registrants Valuation Taxable Debt Securities Variable Rate Financing Debt Non-Government Backed Fixed Rate Nonrecourse Debt Taxable Private Placement Debt Securities Long-Term Debt to Financing Trusts Long Term Debt to Financing Trusts Recurring Fair Value Measurements 2 2 2 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, DPL Debt rates are reset on a regular basis and the carrying value approximates fair value. Exelon 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, Pepco, DPL, ACE 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. 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. 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 at December 31, 2023 and 2022. Exelon and the Utility Registrants have immaterial and no financial assets or liabilities measured using the NAV practical expedient, respectively: 244 Table of Contents Exelon (a) Assets Cash equivalents Rabbi trust investments Cash equivalents Mutual funds Fixed income Life insurance contracts Rabbi trust investments subtotal Interest rate derivative assets Derivatives designated as hedging instruments Economic hedges Interest rate derivative assets subtotal Total assets Liabilities Commodity derivative liabilities Interest rate derivative liabilities Derivatives designated as hedging instruments Economic hedges Interest rate derivative liabilities subtotal Deferred compensation obligation Total liabilities Total net assets (liabilities) Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 17 — Fair Value of Financial Assets and Liabilities Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total At December 31, 2023 At December 31, 2022 $ 618 $ — $ — $ 618 $ 664 $ — $ — $ 67 53 — — 120 — — — 738 — — — — — — — — 7 61 68 11 1 12 80 — (24) (22) (46) (75) (121) $ 738 $ (41) $ — — — 43 43 — — — 43 (133) — — — — (133) (90) $ 67 53 7 104 231 11 1 12 861 (133) (24) (22) (46) (75) (254) 62 49 — — 111 — — — 775 — — — — — — 607 $ 775 $ — — 7 58 65 6 5 11 76 — (4) (3) (7) (75) (82) (6) $ — — — 40 40 — — — 40 (84) — — — — (84) (44) $ 664 62 49 7 98 216 6 5 11 891 (84) (4) (3) (7) (75) (166) 725 __________ (a) Excludes cash of $334 million and $345 million at December 31, 2023 and 2022, respectively, and restricted cash of $149 million and $81 million at December 31, 2023 and 2022, respectively, and includes long-term restricted cash of $174 million and $117 million at December 31, 2023 and 2022, respectively, which is reported in Other deferred debits in the Consolidated Balance Sheets. ComEd, PECO, and BGE At December 31, 2023 Assets Cash equivalents Rabbi trust investments Mutual funds Life insurance contracts (a) Rabbi trust investments subtotal Total assets Liabilities Commodity derivative liabilities Deferred compensation obligation (b) Total liabilities Total net assets (liabilities) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total ComEd PECO BGE $ 453 $ — $ — $ 453 $ 9 $ — $ — $ 9 $ — $ — $ — $ — — — 453 — — — $ 453 $ — — — — — (8) (8) (8) $ — — — — (133) — (133) (133) — — — 453 (133) (8) (141) $ 312 $ 9 — 9 18 — — — 18 $ — 18 18 18 — (8) (8) 10 $ — — — — — — — — $ 9 18 27 36 — (8) (8) 28 $ 9 — 9 9 — — — 9 $ — — — — — (4) (4) (4) $ — — — — — — — — $ — 9 — 9 9 — (4) (4) 5 245 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 17 — Fair Value of Financial Assets and Liabilities At December 31, 2022 Assets Cash equivalents Rabbi trust investments Mutual funds Life insurance contracts (a) Rabbi trust investments subtotal Total assets Liabilities Commodity derivative liabilities Deferred compensation obligation (b) Total liabilities Total net assets (liabilities) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total ComEd PECO BGE $ 392 $ — $ — $ 392 $ 10 $ — $ — $ 10 $ 23 $ — $ — $ — — — 392 — — — $ 392 $ — — — — — (8) (8) (8) $ — — — — (84) — (84) (84) — — — 392 (84) (8) (92) $ 300 $ 7 — 7 17 — — — 17 $ — 15 15 15 — (7) (7) 8 $ — — — — — — — — $ 7 15 22 32 — (7) (7) 25 $ 7 — 7 30 — — — 30 $ — — — — — (4) (4) (4) $ — — — — — — — — $ 23 7 — 7 30 — (4) (4) 26 __________ (a) ComEd excludes cash of $86 million and $42 million at December 31, 2023 and 2022, respectively, and restricted cash of $147 million and $77 million at December 31, 2023 and 2022, respectively, and includes long- term restricted cash of $174 million and $117 million at December 31, 2023 and 2022, respectively, which is reported in Other deferred debits in the Consolidated Balance Sheets. PECO excludes cash of $42 million and $58 million at December 31, 2023 and 2022, respectively. BGE excludes cash of $47 million and $43 million at December 31, 2023 and 2022, respectively, and restricted cash of $1 million and $1 million at December 31, 2023 and 2022, respectively. (b) The Level 3 balance consists of the current and noncurrent liability of $27 million and $106 million, respectively, at December 31, 2023, and $5 million and $79 million, respectively, at December 31, 2022 related to floating-to-fixed energy swap contracts with unaffiliated suppliers. PHI, Pepco, DPL, and ACE (a) PHI 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 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total At December 31, 2023 At December 31, 2022 $ 107 $ — $ — $ 107 $ 205 $ — $ — $ 64 9 — — 73 180 — — $ 180 $ — — — 41 41 41 — — 41 — — 7 21 28 28 (13) (13) 15 $ 246 64 9 7 62 142 249 (13) (13) 59 11 — — 70 275 — — $ 236 $ 275 $ — — 7 22 29 29 (14) (14) 15 $ — — — 39 39 39 — — 39 $ 205 59 11 7 61 138 343 (14) (14) 329 Table of Contents At December 31, 2023 Assets Cash equivalents Rabbi trust investments Cash equivalents Life insurance contracts (a) Rabbi trust investments subtotal Total assets Liabilities Deferred compensation obligation Total liabilities Total net assets At December 31, 2022 (a) Assets Cash equivalents Rabbi trust investments Cash equivalents Life insurance contracts Rabbi trust investments subtotal Total assets Liabilities Deferred compensation obligation Total liabilities Total net assets Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 17 — Fair Value of Financial Assets and Liabilities Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Pepco DPL ACE $ 23 $ — $ — $ 23 $ 1 $ — $ — $ 1 $ — $ — $ — $ 63 — 63 86 — — 86 $ $ — 21 21 21 (1) (1) 20 $ Pepco — 41 41 41 — — 41 63 62 125 148 (1) (1) $ 147 $ — — — 1 — — 1 $ — — — — — — — DPL $ — — — — — — — $ — — — 1 — — 1 $ — — — — — — — $ — — — — — — — $ — — — — — — — ACE $ Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total $ 51 $ — $ — $ 51 $ 121 $ — $ — $ 121 $ 1 $ — $ — $ 59 — 59 110 — — $ 110 $ — 22 22 22 (1) (1) 21 $ — 38 38 38 — — 38 59 60 119 170 (1) (1) — — — 121 — — $ 169 $ 121 $ — — — — — — — $ — — — — — — — — — — 121 — — $ 121 $ — — — 1 — — 1 $ — — — — — — — $ — — — — — — — $ — — — — — — — — 1 — — — 1 — — 1 __________ (a) PHI excludes cash of $96 million and $165 million at December 31, 2023 and 2022, respectively, and restricted cash of $1 million and $3 million at December 31, 2023 and 2022, respectively. Pepco excludes cash of $48 million and $45 million at December 31, 2023 and 2022, respectively, and restricted cash of $1 million and $3 million at December 31, 2023 and 2022, respectively. DPL excludes cash of $15 million and $31 million at December 31, 2023 and 2022, respectively. ACE excludes cash of $21 million and $71 million at December 31, 2023 and 2022, respectively. 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, 2023 and 2022: For the year ended December 31, 2023 Balance at December 31, 2022 Total realized / unrealized gains (losses) Included in net income Included in regulatory assets/liabilities (a) Balance at December 31, 2023 The amount of total gains included in income attributed to the change in unrealized gains (losses) related to assets and liabilities as of December 31, 2023 $ $ $ 247 Exelon Total ComEd Commodity Derivatives PHI and Pepco Life Insurance Contracts (44) $ 3 (49) (90) $ 3 $ (84) — (49) (133) (b) (c) — $ $ $ 40 1 — 41 1 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 17 — Fair Value of Financial Assets and Liabilities For the year ended December 31, 2022 Balance at December 31, 2021 Total realized / unrealized gains (losses) Included in net income Included in regulatory assets/liabilities (a) Transfers into Level 3 Balance at December 31, 2022 The amount of total gains included in income attributed to the change in unrealized gains (losses) related to assets and liabilities as of December 31, 2022 Exelon Total ComEd Commodity Derivatives PHI and Pepco Life Insurance Contracts $ $ $ (182) $ 5 135 (2) (44) $ 5 $ (b) (219) — 135 — (84) — $ $ $ 35 5 — — 40 5 __________ (a) Classified in Operating and maintenance expense in the Consolidated Statements of Operations and Comprehensive Income. (b) Includes $83 million of decreases in fair value and an increase for realized gains due to settlements of $34 million recorded in Purchased power expense associated with floating-to-fixed energy swap contracts with unaffiliated suppliers for the year ended December 31, 2023. Includes $136 million of increases in fair value and a decrease for realized losses due to settlements of $1 million recorded in Purchased power expense associated with floating-to-fixed energy swap contracts with unaffiliated suppliers for the year ended December 31, 2022. (c) The balance of the current and noncurrent asset was effectively zero as of December 31, 2023. The balance consists of a current and noncurrent liability of $27 million and $106 million, respectively, as of December 31, 2023. 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. Rabbi Trust Investments (Exelon, 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. Interest Rate Derivatives (Exelon) Exelon may utilize fixed-to-floating or floating-to-fixed interest rate swaps as a means to manage interest rate risk. These interest rate swaps are typically accounted for as economic hedges. In addition, Exelon may utilize interest rate derivatives to lock in interest rate levels in anticipation of future financings. These interest rate derivatives are typically designated as cash flow hedges. Exelon determines the current fair value by calculating the net present value of expected payments and receipts under the swap agreement, based on and discounted by the market's expectation of future interest rates. Additional inputs to the net present value calculation may include the contract terms, counterparty credit risk and other market parameters. As these inputs are based on observable data and valuations of similar instruments, the interest rate swaps are categorized as Level 2 in the fair value hierarchy. See Note 15 — Derivative Financial Instruments for additional information on mark-to-market derivatives. 248 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 17 — Fair Value of Financial Assets and Liabilities 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. Commodity Derivatives (Exelon and ComEd). On December 17, 2010, ComEd entered into several 20-year floating to fixed energy swap contracts with unaffiliated suppliers for the procurement of long- term renewable energy and associated RECs. Delivery under the contracts began in June 2012. The fair value of these swaps has been designated as a Level 3 valuation due to the long tenure of the positions and the internal modeling assumptions. The modeling assumptions include using forward power prices. See Note 15 — Derivative Financial Instruments for additional information on mark-to- market derivatives. The following table discloses the significant unobservable inputs to the forward curve used to value mark-to-market derivatives: Type of trade Commodity derivatives Fair Value as of December 31, 2023 Fair Value as of December 31, 2022 Valuation Technique Unobservable Input 2023 Range & Arithmetic Average 2022 Range & Arithmetic Average $ (133) $ (84) Discounted Cash Flow Forward power price (a) $ 30.27 - $ 73.71 $ 43.35 $ 34.78 - $ 75.71 $ 48.44 __________ (a) An increase to the forward power price would increase the fair value. 18. 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 at December 31, 2023: Description Total commitments Remaining commitments (a) Exelon PHI Pepco DPL ACE $ 513 $ 38 320 $ 35 120 $ 31 89 $ 3 111 1 __________ (a) Remaining commitments extend through 2026 and include escrow funds, charitable contributions, and rate credits. 249 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 18 — Commitments and Contingencies Commercial Commitments (All Registrants). The Registrants' commercial commitments at December 31, 2023, representing commitments potentially triggered by future events were as follows: Exelon Letters of credit (b) Surety bonds (a) Financing trust guarantees Guaranteed lease residual values (c) (d) Total commercial commitments ComEd Letters of credit (b) Surety bonds (a) Financing trust guarantees (c) Total commercial commitments PECO Letters of credit (b) (a) Surety bonds Financing trust guarantees (c) Total commercial commitments BGE Letters of credit (b) Surety bonds (a) Total commercial commitments PHI (b) Surety bonds Guaranteed lease residual values (d) Total commercial commitments Pepco (b) Surety bonds Guaranteed lease residual values (d) Total commercial commitments DPL (b) Surety bonds Guaranteed lease residual values (d) Total commercial commitments ACE (b) Surety bonds Guaranteed lease residual values (d) Total commercial commitments Total 2024 2025 2026 2027 2028 Expiration within 27 $ 204 — — 231 $ 15 $ 46 — 61 $ 1 $ 2 — 3 $ 8 $ 3 11 $ 96 $ — 96 $ 84 $ — 84 $ 7 $ — 7 $ 5 $ — 5 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 29 $ 204 378 27 638 $ 17 $ 46 200 263 $ 1 $ 2 178 181 $ 8 $ 3 11 $ 96 $ 27 123 $ 84 $ 9 93 $ 7 $ 11 18 $ 5 $ 7 12 $ 250 2 $ — — 5 7 $ 2 $ — — 2 $ — $ — — — $ — $ — — $ — $ 5 5 $ — $ 2 2 $ — $ 2 2 $ — $ 1 1 $ — $ — — 6 6 $ — $ — — — $ — $ — — — $ — $ — — $ — $ 6 6 $ — $ 2 2 $ — $ 3 3 $ — $ 1 1 $ — $ — — 4 4 $ — $ — — — $ — $ — — — $ — $ — — $ — $ 4 4 $ — $ 1 1 $ — $ 2 2 $ — $ 1 1 $ 2029 and beyond — — — $ — 78 6 84 $ — $ — — — $ — $ — 78 78 $ — $ — — $ — $ 6 6 $ — $ 2 2 $ — $ 2 2 $ — $ 2 2 $ 300 6 306 — — 200 200 — — 100 100 — — — — 6 6 — 2 2 — 2 2 — 2 2 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 18 — Commitments and Contingencies __________ (a) Exelon and certain of its subsidiaries maintain non-debt letters of credit to provide credit support for certain transactions as requested by third parties. (b) Surety bonds—Guarantees issued related to contract and commercial agreements, excluding bid bonds. Historically, payments under the guarantees have not been made and the likelihood of payments being required is remote. (c) Reflects guarantee of ComEd and PECO securities held by ComEd Financing III, PECO Trust III, and PECO Trust IV. (d) 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 $61 million guaranteed by Exelon and PHI, of which $20 million, $24 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. 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. MGP Sites (All 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 some sites, there are additional PRPs that may share responsibility for the ultimate remediation of each location. • • • • ComEd has 17 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 2031. PECO has 6 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 2025. 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 2025. 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 a PAPUC order, 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. In 2023, ComEd and PECO completed an annual study of their future estimated MGP remediation requirements. The study resulted in a $25 million increase to the environmental liability and related regulatory asset for ComEd. 251 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 18 — Commitments and Contingencies The increase was primarily due to increased costs resulting from inflation and changes in remediation plans. The study did not result in a material change to the environmental liability for PECO. At December 31, 2023 and 2022, the Registrants had accrued the following undiscounted amounts for environmental liabilities in Accrued expenses, Other current liabilities, and Other deferred credits and other liabilities in their respective Consolidated Balance Sheets: December 31, 2023 December 31, 2022 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 $ Exelon ComEd PECO BGE PHI Pepco DPL ACE $ 428 303 27 14 81 79 1 1 $ 338 302 25 11 — — — — $ 409 325 25 9 46 44 1 1 355 324 23 8 — — — — Benning Road Site (Exelon, 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, which is owned by Pepco, was formerly the location of an electric generating facility owned by Pepco subsidiary, Pepco Energy Services (PES), which became a part of Generation, following the 2016 merger between PHI and Exelon. This generating facility was deactivated in June 2012. The remaining portion of the site consists of a Pepco 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 (hereinafter "Pepco Entities") with the DOEE, which requires the Pepco Entities to conduct a Remedial Investigation and Feasibility Study (RI/FS) for the Benning Road site and an approximately 10 to 15-acre portion of the adjacent Anacostia River. The purpose of this RI/FS is to define the nature and extent of contamination from the Benning Road site and to evaluate remedial alternatives. Pursuant to an internal agreement between the Pepco Entities, since 2013, Pepco has performed the work required by the Consent Decree and has been reimbursed for that work by an agreed upon allocation of costs between the Pepco Entities. In September 2019, the Pepco Entities issued a draft “final” RI report which DOEE approved on February 3, 2020. The Pepco Entities are completing a FS to evaluate possible remedial alternatives for submission to DOEE. In October, 2022, DOEE approved dividing the work to complete the landside portion of the FS from the waterside portion to expedite the overall schedule for completion of the project. It is currently anticipated that the landside FS will be complete and approved by DOEE by the end of the first quarter of 2024 and the waterside FS will be complete and approved by DOEE by the end of the fourth quarter of 2024. Following the completion of each FS, DOEE will issue a Proposed Plan for public comment and then issue a Record of Decision (ROD) identifying the remedial actions determined to be necessary for the area in question. On October 3, 2023, DOEE and Pepco entered into an addendum to the Benning Consent Decree pursuant to which Pepco has agreed to fund or perform the remedial actions to be selected by DOEE for the landslide and water areas. This addendum to the Benning Consent Decree has been lodged with the court in January 2024. Once the addendum is signed and entered by the court it will become effective. As part of the separation between Exelon and Constellation in February 2022, the internal agreement between the Pepco Entities for completion and payment for the remaining Consent Decree work was memorialized in a formal agreement for post-separation activities. A second post-separation assumption agreement between Exelon and Constellation transferred any of the potential remaining remediation liability, if any, of PES/Generation to a non-utility subsidiary of Exelon which going forward will be responsible for those liabilities. Exelon, PHI, and Pepco 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 the Pepco Entities, DOEE and NPS have been conducting a separate RI/FS focused on the 252 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 18 — Commitments and Contingencies 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 the Pepco Entities 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. On September 30, 2020, DOEE released its Interim ROD for the Anacostia River sediments. 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. On July 15, 2022, Pepco received a letter from the District of Columbia's Office of the Attorney General (D.C. OAG) on behalf of DOEE conveying a settlement offer to resolve all PRPs' liability to the District of Columbia (District) for their past costs and their anticipated future costs to complete the work for the Interim ROD. Pepco responded on July 27, 2022 to enter into settlement discussions. On October 3, 2023, Pepco and the District entered into another consent decree (the “Anacostia River Consent Decree”) pursuant to which Pepco agreed to pay $47 million to resolve its liability to the District for all past costs to perform the river-wide RI/FS and all future costs to complete the work required by the Interim ROD. This amount will be paid in four equal annual installments beginning a year after the effective date of the Anacostia River Consent Decree. The funds will be deposited into the DOEE’s Clean Land Fund for the District’s costs of the Interim ROD work. The Anacostia River Consent Decree caps Pepco’s liability for these costs and provides Pepco with the right to seek contribution from other potentially responsible parties. The Anacostia River Consent Decree was lodged with the U.S. District Court for the District of Columbia in January 2024. Once the court signs and approves the Anacostia River Consent Decree it will become effective. Exelon, PHI, and Pepco have accrued a liability for Pepco’s payment obligations under the Anacostia Consent Decree and management's best estimate of its share of any other future Anacostia River response costs. 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 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 NRD process, Pepco cannot reasonably estimate the final range of loss potentially resulting from this process. As noted in the Benning Road Site disclosure above, as part of the separation of Exelon and Constellation in February 2022, an assumption agreement was executed transferring any potential future remediation liabilities associated with the Benning Site remediation to a non-utility subsidiary of Exelon. Similarly, any potential future liability associated with the Anacostia River Sediment Project (ARSP) was also assumed by this entity. Buzzard Point Site (Exelon, PHI, and Pepco). On December 8, 2022, Pepco received a letter from the D.C. OAG, alleging wholly past violations of the District's stormwater discharge and waste disposal requirements related to operations at the Buzzard Point facility, a 9-acre parcel of waterfront property in Washington, D.C. occupied by an active substation and former steam plant building. The letter also alleged wholly past violations by Pepco of stormwater discharge requirements related to its district-wide system of underground vaults. On October 3, 2023, Pepco entered into a Consent Order with the District of Columbia to resolve the alleged violations without any admission of liability. The Consent Order requires Pepco to pay a civil penalty of $10 million. In addition, Pepco has agreed to assess the environmental conditions at its Buzzard Point facility and conduct any remedial actions deemed necessary as a result of the assessment, and also to assess potential environmental impacts associated with the operation of its underground vaults. The Consent Order was lodged with the District of Columbia Superior Court in January 2024. The court signed and entered the Consent Order, and it became effective on February 2, 2024. Exelon, PHI, and Pepco have accrued a liability for the penalty 253 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 18 — Commitments and Contingencies payments and for the projected costs for the required environmental assessments and remediation. Pepco has concluded that incremental exposure is reasonably possible, but the range of loss cannot be reasonably estimated beyond the amounts included in the table above. Litigation and Regulatory Matters 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, ComEd, PECO, BGE, PHI, Pepco, DPL, and ACE can pay dividends only from retained, undistributed or current earnings. A significant loss recorded at ComEd, PECO, BGE, PHI, Pepco, DPL, or ACE may limit the dividends that these Registrants 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 by the MDPSC and DCPSC that prohibit Pepco from paying a dividend on its common shares if (a) after the dividend payment, Pepco's equity ratio would be 48% as calculated pursuant to the MDPSC's and DCPSC's ratemaking precedents, of 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 by the DEPSC and MDPSC that prohibit DPL from paying a dividend on its common shares if (a) after the dividend payment, DPL's equity ratio would be 48% as calculated pursuant to the DEPSC's and MDPSC's ratemaking precedents, or (b) DPL’s corporate issuer or senior unsecured credit rating, or its equivalent, is rated by any of the three major credit rating agencies below the generally accepted definition of investment grade. No such event has occurred. ACE is subject to certain dividend restrictions established by settlements approved by the NJBPU that prohibit ACE from paying a dividend on its common shares if (a) after the dividend payment, ACE's common equity ratio would be 48% as calculated pursuant to the NJBPU's ratemaking precedents, or (b) ACE's senior corporate issuer or 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 notify and 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. DPA and Related Matters (Exelon and ComEd). Exelon and ComEd received a grand jury subpoena in the second quarter of 2019 from the 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 254 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 18 — Commitments and Contingencies subcontracts, and payments associated with those jobs and subcontracts for the benefit of the former 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 provided that the USAO would 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, which was paid in November 2020. 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 three-year term of the DPA ended on July 17, 2023, and on that same date the court granted the USAO’s motion to dismiss the pending charge against ComEd that had been deferred by the DPA. On September 28, 2023, Exelon and ComEd reached a settlement with the SEC, concluding and resolving in its entirety the SEC investigation, which related to the conduct identified in the DPA that was entered into by ComEd in July 2020 and successfully exited in July 2023. Under the terms of the settlement, Exelon agreed to pay a civil penalty of $46.2 million and Exelon and ComEd agreed to cease and desist from committing or causing any violations and any future violations of specified provisions of the federal securities laws and rules promulgated thereunder. Exelon recorded an accrual for the full amount of the penalty in the second quarter of 2023, which was reflected in Operating and maintenance expense within Exelon's Consolidated Statements of Operations and Comprehensive Income and in Accrued expenses on the Consolidated Balance Sheets. Exelon paid the civil penalty in full on October 4, 2023. Subsequent to Exelon announcing the receipt of the subpoenas, various lawsuits were filed, and various demand letters were received related to the subject of the subpoenas and, the conduct described in the DPA and the SEC's investigation, including: • • Four putative class action lawsuits against ComEd and Exelon were filed in federal court on behalf of ComEd customers in the third quarter of 2020 alleging, among other things, civil violations of federal racketeering laws. In addition, the Citizens Utility Board (CUB) filed a motion to intervene in these cases on October 22, 2020 which was granted on December 23, 2020. On September 9, 2021, the federal court granted Exelon’s and ComEd’s motion to dismiss and dismissed the plaintiffs’ and CUB’s federal law claim with prejudice. The federal court also dismissed the related state law claims made by the federal plaintiffs and CUB on jurisdictional grounds. Plaintiffs appealed dismissal of the federal law claim to the Seventh Circuit Court of Appeals. Plaintiffs and CUB also refiled their state law claims in state court and moved to consolidate them with the already pending consumer state court class action, discussed below. On August 22, 2022, the Seventh Circuit affirmed the dismissal of the consolidated federal cases in their entirety. The time to further appeal has passed and the Seventh Circuit’s decision is final. 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. The cases were consolidated into a single action in October of 2020. In November 2020, CUB filed a motion to intervene in the 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 was completed on March 2, 2021. The parties agreed, on March 25, 2021, along with the federal court plaintiffs discussed above, to jointly engage in mediation. The parties participated in a one-day mediation on June 7, 2021 but no settlement was reached. On December 23, 2021, the state court granted ComEd and Exelon’s motion to dismiss with prejudice. On December 30, 2021, plaintiffs filed a motion to reconsider that dismissal and for permission to amend their complaint. The court denied the plaintiffs' motion on January 21, 2022. Plaintiffs have appealed the court's ruling dismissing their complaint to the First District Court of Appeals. On February 15, 2022, Exelon and ComEd moved to dismiss the federal plaintiffs' refiled state law claims, seeking dismissal on the same legal grounds asserted in their motion to dismiss the original state court plaintiffs' complaint. The court granted dismissal of the refiled state claims on February 16, 2022. The original federal plaintiffs appealed that dismissal on February 18, 2022. The two state appeals were consolidated on March 21, 2022. On September 8, 2023, the Illinois appellate court affirmed the dismissal. Plaintiffs have asked the Illinois Supreme Court to grant them leave to further appeal, but such appeal is not allowed as a matter of right. 255 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 18 — Commitments and Contingencies Exelon and ComEd filed a response in opposition to the request for leave to further appeal on January 12, 2024. • • • On November 3, 2022, a plaintiff filed a putative class action complaint in Lake County, Illinois Circuit Court against ComEd and Exelon for unjust enrichment and deceptive business practices in connection with the conduct giving rise to the DPA. Plaintiff seeks an accounting and disgorgement of any benefits ComEd allegedly obtained from said conduct. Plaintiff served initial discovery requests on ComEd in December 2022, to which ComEd has responded. ComEd and Exelon filed a motion to dismiss the Complaint on February 3, 2023. On June 16, 2023, the court granted Exelon and ComEd's motion to dismiss the action with prejudice. Plaintiff filed its notice of appeal of that dismissal on July 17, 2023. Plaintiff's opening appellate brief was filed on October 19, 2023. ComEd and Exelon filed a response on January 2, 2024. Plaintiff filed its reply brief on February 2, 2024. With leave of court, Exelon and ComEd filed a sur-reply on February 14, 2024. The appellate court has set oral argument for April 3, 2024. 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. The court denied the motion in April 2021. On May 26, 2021, defendants moved the court to certify its order denying the motion to dismiss for interlocutory appeal. Briefing on the motion was completed in June 2021, and that motion was denied on January 28, 2022. In May 2021, the parties each filed respective initial discovery disclosures. On June 9, 2021, defendants filed their answer and affirmative defenses to the complaint and the parties engaged thereafter in discovery. On September 9, 2021, the U.S. government moved to intervene in the lawsuit and stay discovery until the parties entered into an amendment to their protective order that would prohibit the parties from requesting discovery into certain matters, including communications with the U.S. government. The court ordered said amendment to the protective order on November 15, 2021 and discovery resumed. The court further amended the protective order on October 17, 2022 and extended it until May 15, 2023. Following mediation, the parties reached a settlement of the lawsuit, under which defendants agreed to pay plaintiffs $173 million. On May 26, 2023, plaintiffs filed a motion for preliminary approval of the settlement, which the court granted on June 9, 2023. The court granted final settlement approval on September 7, 2023. The settlement was fully covered by insurance and has been paid in full. Several shareholders have sent letters to the Exelon Board of Directors since 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. In the first quarter of 2021, the Exelon Board of Directors appointed a Special Litigation Committee (SLC) consisting of disinterested and independent parties to investigate and address these shareholders' allegations and make recommendations to the Exelon Board of Directors based on the outcome of the SLC's investigation. In July 2021, one of the demand letter shareholders filed a derivative action against current and former Exelon and ComEd officers and directors, and against Exelon, as nominal defendant, asserting the same claims made in its demand letter. On October 12, 2021, the parties to the derivative action filed an agreed motion to stay that litigation for 120 days in order to allow the SLC to continue its investigation, which the court granted. The stay has been extended several times. The parties participated in a mediation in February 2023, but the matter did not resolve at that time. On April 26 and May 1, 2023, two additional demand letter shareholders each filed a separate derivative lawsuit against current and former Exelon and ComEd officers and directors, and certain third parties, and against Exelon as nominal defendant, asserting claims similar to those made in their respective demand letters. On May 25, 2023, certain demand letter shareholders (Settling Shareholders) filed a separate derivative lawsuit against current and former Exelon and ComEd officers and directors, and against Exelon as nominal defendant, asserting claims similar to those made in their respective demand letters. The then pending derivative lawsuits were subsequently consolidated. On May 26, 2023, prior to lawsuit consolidation, the SLC filed a Notice of Determination and Intent to Seek Court Approval of Settlement (Notice of Determination). The Notice of Determination stated that, through mediation efforts, a settlement of the derivative claims had been approved by the SLC, the Independent Review Committee of the Board (which had been formed in the third quarter of 2022, to ensure the Board’s consideration of any SLC recommendations would be independent and objective), 256 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 18 — Commitments and Contingencies the Board, and the Settling Shareholders (the Settling Parties). The Notice of Determination further specified the process by which the Settling Parties would seek court approval of the proposed settlement and resolution and dismissal of all derivative claims and lawsuits, including any lawsuits or actions brought by demand letter shareholders who are not participating in the proposed settlement. In furtherance of the proposed settlement, on June 16, 2023, the SLC filed a motion for preliminary approval of the settlement, attaching the Stipulation and Agreement of Settlement (Stipulation), which contains the terms of the proposed settlement. The proposed settlement terms include but are not limited to: a payment of $40 million to Exelon by Exelon’s insurers of which $10 million constitutes the attorneys’ fee award to be paid to the Settling Shareholders’ counsel; various compliance and disclosure-related reforms; and certain changes in Board and Committee composition. On June 13, 2023, the non-settling derivative shareholders filed a motion asking the court to set a status conference to discuss lifting the discovery stay. On June 29, 2023, an additional shareholder filed a separate derivative lawsuit against current and former Exelon and ComEd officers and directors, and against Exelon as nominal defendant, asserting claims similar to those made in its demand letter. That lawsuit has been consolidated into the other pending derivative lawsuits. On June 30, 2023, the non-settling shareholders’ motion for status and the SLC’s motion for preliminary approval was heard by the court, during which the court set a briefing schedule on the appropriate standard for evaluating the settlement and the proper scope of requested discovery. Following briefing and a hearing, the court allowed the non-settling shareholders to seek certain, limited discovery, which the SLC, Independent Review Committee, and Exelon responded to on October 5, 2023. On October 11, 2023, an additional non-settling shareholder filed a separate derivative lawsuit against current and former Exelon and ComEd officers and directors, and against Exelon as a nominal defendant, asserting claims similar to those made in its demand letter. That lawsuit has been consolidated into the other pending derivative lawsuits. The SLC filed its renewed motion for preliminary approval on October 26, 2023, with supporting submissions filed by the Independent Review Committee, Exelon, and the settling shareholders on that same day. The non-settling plaintiffs filed a response to the renewed motion for preliminary approval and supporting submissions on November 29, 2023, and the SLC Independent Review Committee, Exelon and the Settling Shareholders filed their respective reply briefs on December 21, 2023. On January 16, 2024, the non-settling plaintiffs sought leave of court to file a sur-reply, which the court granted on January 18, 2024. In August 2022, the ICC concluded its investigation initiated on August 12, 2021 into rate impacts of conduct admitted in the DPA, including the costs recovered from customers related to the DPA and Exelon's funding of the fine paid by ComEd. On August 17, 2022, the ICC issued its final order accepting ComEd's voluntary customer refund offer of approximately $38 million (of which about $31 million is ICC jurisdictional; the remaining balance is FERC jurisdictional) that resolves the question of whether customer funds were used for DPA related activities. The customer refund includes the cost of every individual or entity that was either (i) identified in the DPA or (ii) identified by ComEd as an associate of the former Speaker of the Illinois House of Representatives in the ICC proceeding. The ICC’s DPA investigation is now closed. The ICC jurisdictional refund was made to customers during the April 2023 billing cycle, as required by the ICC. The FERC jurisdictional refund was included in ComEd's transmission formula rate update proceeding, filed on May 12, 2023. The filed transmission rate, inclusive of the FERC jurisdictional DPA refund, will appear on ComEd retail customers' bills for the June 2023 through May 2024 monthly billing periods, in the line designated as "Transmission Services Charge." The customer refund 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. An accrual for the amount of the customer refund has been recorded in Regulatory assets in Exelon’s and ComEd’s Consolidated Balance Sheets as of December 31, 2023. Savings Plan Claim (Exelon). On December 6, 2021, seven current and former employees filed a putative ERISA class action suit in U.S. District Court for the Northern District of Illinois against Exelon, its Board of Directors, the former Board Investment Oversight Committee, the Corporate Investment Committee, individual defendants, and other unnamed fiduciaries of the Exelon Corporation Employee Savings Plan (Plan). The complaint alleges that the defendants violated their fiduciary duties under the Plan by including certain investment options that allegedly were more expensive than and underperformed similar passively-managed or other funds available in the marketplace and permitting a third-party administrative service provider/recordkeeper and an investment adviser to charge excessive fees for the services provided. The plaintiffs seek declaratory, equitable and monetary relief on behalf of the Plan and participants. On February 16, 2022, the court granted the parties' stipulated dismissal of the individual named defendants without prejudice. The remaining defendants filed 257 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 18 — Commitments and Contingencies a motion to dismiss the complaint on February 25, 2022. On March 4, 2022, the Chamber of Commerce filed a brief of amicus curiae in support of the defendants' motion to dismiss. On September 22, 2022, the court granted Exelon’s motion to dismiss without prejudice. The court granted plaintiffs leave until October 31, 2022 to file an amended complaint, which was later extended to November 30, 2022. Plaintiffs filed their amended complaint on November 30, 2022. Defendants filed their motion to dismiss the amended complaint on January 20, 2023. On September 29, 2023, the court again granted Exelon's motion to dismiss but granted plaintiffs leave until October 20, 2023 to file a second amended complaint. Plaintiffs did not file an amended complaint by the deadline. On October 25, 2023, the parties filed a joint Stipulation of Dismissal, which provides that plaintiffs agreed that they will not initiate an appeal from the dismissal of this matter, and the parties agree that each side shall bear their own costs and attorneys’ fees. Plaintiffs also acknowledge in the Stipulation that defendants have neither paid nor agreed to pay or provide any monetary or equitable remedy in connection with the dismissal of this action. On October 27, 2023, the court entered final judgment dismissing the matter with prejudice. No loss contingencies have been reflected in Exelon’s consolidated financial statements with respect to this matter. 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 Registrants are also from time to time subject to audits and investigations by the FERC and other regulators. 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. 19. Shareholders' Equity (All Registrants) Equity Securities Offering (Exelon) On August 4, 2022, Exelon entered into an agreement with certain underwriters in connection with an underwritten public offering (the “Offering”) of 11.3 million shares (the “Shares”) of its Common stock, no par value (“Common Stock”). The Shares were sold to the underwriters at a price per share of $43.32. Exelon also granted the underwriters an option to purchase an additional 1.695 million shares of Common stock also at the price per share of $43.32. On August 5, 2022, the underwriters exercised the option in full. The net proceeds from the Offering and the exercise of the underwriters’ option were $563 million before expenses paid by Exelon. Exelon used the proceeds, together with available cash balances, to repay $575 million in borrowings under a $1.15 billion term loan credit facility. See Note 16 — Debt and Credit Agreements for additional information on Exelon’s term loan. At-the-Market Program (Exelon) On August 4, 2022, Exelon executed an equity distribution agreement (“Equity Distribution Agreement”), with certain sales agents and forward sellers and certain forward purchasers, establishing an ATM equity distribution program under which it may offer and sell shares of its Common stock, having an aggregate gross sales price of up to $1.0 billion. Exelon has no obligation to offer or sell any shares of Common stock under the Equity Distribution Agreement and may, at any time, suspend or terminate offers and sales under the Equity Distribution Agreement. In November and December 2023, Exelon issued approximately 3.6 million shares of Common stock at an average gross price of $39.58 per share. The net proceeds from these issuances were $140 million, which were used for general corporate purposes. As of December 31, 2023, $858 million of Common stock remained available for sale pursuant to the ATM program. ComEd Common Stock Warrants 258 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 19 — 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 2023 2022 December 31, 60,032 20,011 60,052 20,017 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, 2023 and 2022. 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 value preferred stock as of December 31, 2023 and 2022. The following table presents ComEd, BGE, and ACE's preference securities authorized, none of which were outstanding as of December 31, 2023 and 2022. 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, 2023 and 2022. 20. 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, 2023, there were approximately 33 million shares authorized for issuance under the LTIP. For the years ended December 31, 2023, 2022, and 2021, exercised and distributed stock-based awards were primarily issued from authorized but unissued Common stock shares. Separation-related Adjustments. In connection with the separation, Exelon and Constellation entered into an Employee Matters Agreement, effective February 1, 2022. Under the terms of the Employee Matters Agreement, and pursuant to the terms of the LTIP, the Compensation Committee of the Board of Exelon approved an 259 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 20 — Stock-Based Compensation Plans adjustment to outstanding awards granted under the LTIP in order to preserve the intrinsic aggregate value of such awards before the separation. The separation-related adjustments did not have a material impact on either compensation expense or the potentially dilutive securities to be considered in the calculation of diluted earnings per share of Common stock. Former Exelon employees transferred to Constellation as a result of the separation surrendered their outstanding unvested Exelon awards effective February 1, 2022. 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. The following table presents the stock-based compensation expense included in Exelon's Consolidated Statements of Operations and Comprehensive Income. The Utility Registrants' stock-based compensation expense for the years ended December 31, 2023, 2022, and 2021 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 $ $ 2023 Year Ended December 31, 2022 2021 21 (5) 16 $ $ 41 (10) 31 $ $ 95 (25) 70 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 2023 2022 2021 $ $ 8 6 $ 6 6 6 6 Year Ended December 31, 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 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: 260 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 20 — Stock-Based Compensation Plans Shares Weighted Average Grant Date Fair Value (per share) Nonvested at December 31, 2022 (a) Granted Change in performance Vested Forfeited Undistributed vested awards (b) Nonvested at December 31, 2023 (a) 866,805 $ 679,196 (1,233) (261,577) (112,727) (212,222) 958,242 $ __________ (a) Excludes 1,198,093 and 1,539,819 of performance share awards issued to retirement-eligible employees as of December 31, 2023 and 2022, respectively, as they are fully vested. (b) Represents performance share awards that vested but were not distributed to retirement-eligible employees during 2023 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) Total fair value of performance shares vested Total fair value of performance shares settled in cash 2023 (a) 2022 2021 Year Ended December 31, $ 41.82 $ 17 26 43.05 $ 29 25 41.86 41.82 41.75 41.25 41.96 41.61 42.01 43.37 44 28 __________ (a) As of December 31, 2023, $11 million of total unrecognized compensation costs related to nonvested performance shares are expected to be recognized over the 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, 2022 (a) Granted Vested Forfeited Undistributed vested awards (b) Nonvested at December 31, 2023 (a) Shares Weighted Average Grant Date Fair Value (per share) $ 561,161 385,065 (246,618) (55,371) (112,292) 531,945 $ 41.98 41.84 42.36 40.56 41.87 42.87 261 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 20 — Stock-Based Compensation Plans __________ (a) Excludes 205,855 and 476,592 of restricted stock units issued to retirement-eligible employees as of December 31, 2023 and 2022, respectively, as they are fully vested. (b) Represents restricted stock units that vested but were not distributed to retirement-eligible employees during 2023. 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 2023 (a) 2022 2021 $ 41.84 $ 15 42.97 $ 23 44.21 34 Year Ended December 31, __________ (a) As of December 31, 2023, $9 million of total unrecognized compensation costs related to nonvested restricted stock units are expected to be recognized over the remaining weighted-average period of 1.6 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. There were no stock options granted during the year ended December 31, 2023. All stock options were vested and exercised as of December 31, 2022. The following table summarizes additional information regarding stock options exercised: Intrinsic value Cash received for exercise price (a) __________ (a) The difference between the market value on the date of exercise and the option exercise price. $ 262 2023 2022 2021 Year Ended December 31, — $ — — $ 1 11 37 Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 21 — Changes in Accumulated Other Comprehensive Income (Loss) 21. Changes in Accumulated Other Comprehensive Income (Loss) (Exelon) The following table presents changes in Exelon's AOCI, net of tax, by component: Balance at December 31, 2020 OCI before reclassifications Amounts reclassified from AOCI Net current-period OCI Balance at December 31, 2021 Separation of Constellation OCI before reclassifications Amounts reclassified from AOCI Net current-period OCI Balance at December 31, 2022 OCI before reclassifications Amounts reclassified from AOCI Net current-period OCI Balance at December 31, 2023 Cash Flow Hedges Pension and Non-Pension Postretirement Benefit Plan Items (a) $ $ $ $ $ $ $ (5) (1) — (1) (6) 6 2 — 2 2 (4) (1) (5) (3) $ $ $ $ $ $ $ Foreign Currency Items Total (3,372) $ (23) $ 432 219 651 (2,721) 1,994 46 41 87 (640) (109) 26 (83) (723) $ $ $ $ $ $ — — — (23) 23 — — — — — — — — $ $ $ $ $ $ (3,400) 431 219 650 (2,750) 2,023 48 41 89 (638) (113) 25 (88) (726) __________ (a) This AOCI component is included in the computation of net periodic pension and OPEB cost. Additionally, as of February 1, 2022, in connection with the separation, Exelon's pension and OPEB plans were remeasured. See Note 14 — Retirement Benefits for additional information. See Exelon's Statements of Operations and Comprehensive Income for individual components of AOCI. 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 benefits reclassified to periodic benefit cost Actuarial losses reclassified to periodic benefit cost Pension and non-pension postretirement benefit plans valuation adjustments Unrealized gains on cash flow hedges For the Years Ended December 31, 2023 2022 2021 $ — $ (8) 33 2 — $ (14) (14) — 4 (76) (153) — 263 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 22 — Supplemental Financial Information 22. 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. For the Year Ended December 31, 2023 Utility (a) Property Payroll For the Year Ended December 31, 2022 Utility Property (a) Payroll For the Year Ended December 31, 2021 Utility Property (a) Payroll Exelon ComEd PECO BGE PHI Pepco DPL ACE Taxes other than income taxes $ $ $ $ $ $ 875 401 124 878 377 117 774 364 124 299 $ 166 $ 97 $ 33 31 16 17 205 18 306 $ 166 $ 94 $ 31 28 17 16 191 17 246 $ 139 $ 88 $ 39 27 18 16 176 18 $ $ $ 313 147 27 312 138 25 301 131 27 $ 283 101 6 283 $ 94 6 278 $ 88 7 $ $ $ 26 44 5 25 42 4 22 40 5 4 2 3 4 2 3 3 3 3 __________ (a) The 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. Exelon ComEd PECO BGE PHI Pepco DPL ACE Other, net For the Year Ended December 31, 2023 AFUDC—Equity Non-service net periodic benefit cost For the Year Ended December 31, 2022 AFUDC—Equity Non-service net periodic benefit cost For the Year Ended December 31, 2021 AFUDC—Equity Non-service net periodic benefit cost $ $ $ 33 — 35 — 34 — $ $ $ 31 — 31 — 26 — $ $ $ 16 — 21 — 27 — $ $ $ 71 — 63 — 49 — $ $ $ 54 — 48 — 40 — $ $ $ 10 — 7 — 6 — 7 — 8 — 3 — $ $ $ $ 151 (18) 150 $ 63 136 $ 91 264 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 22 — Supplemental Financial Information Supplemental Cash Flow Information The following tables provide additional information about material items recorded in the Registrants' Consolidated Statements of Cash Flows. For the Year Ended December 31, 2023 Property, plant, and equipment (b) Amortization of regulatory assets (b) Amortization of intangible assets, net (b) Total depreciation and amortization For the Year Ended December 31, 2022 Property, plant, and equipment (b) Amortization of regulatory assets (b) Amortization of intangible assets, net (b) Amortization of energy contract assets and liabilities (c) Nuclear fuel (d) ARO accretion (e) Total depreciation, amortization, and accretion For the Year Ended December 31, 2021 Property, plant, and equipment (b) Amortization of regulatory assets (b) Amortization of intangible assets, net (b) Amortization of energy contract assets and liabilities (c) Nuclear fuel (d) ARO accretion (e) $ $ $ $ $ Exelon (a) ComEd PECO BGE PHI Pepco DPL ACE Depreciation, amortization, and accretion 2,778 $ 1,095 $ 383 $ 720 8 308 — 14 — $ 509 145 — $ 737 253 — 311 130 — $ 208 $ 36 — 3,506 $ 1,403 $ 397 $ 654 $ 990 $ 441 $ 244 $ 195 88 — 283 2,690 $ 1,031 $ 359 $ 718 12 3 66 44 292 — — — — 14 — — — — $ 476 154 $ 680 258 $ 288 129 — — — — — — — — — — — — 191 $ 173 41 — — — — 88 — — — — 3,533 $ 1,323 $ 373 $ 630 $ 938 $ 417 $ 232 $ 261 5,384 $ 594 58 31 992 514 $ 970 235 — — — — 336 $ 12 — — — — $ 439 152 $ 627 194 $ 274 129 — — — — — — — — — — — — 169 $ 155 41 — — — — 24 — — — — Total depreciation, amortization, and accretion $ 7,573 $ 1,205 $ 348 $ 591 $ 821 $ 403 $ 210 $ 179 __________ (a) Exelon's 2022 and 2021 amounts include amounts related to Generation prior to the separation. See Note 2 — Discontinued Operations for additional information. (b) (c) (d) (e) Included in Depreciation and amortization in the Registrants' Consolidated Statements of Operations and Comprehensive Income. Included in Electric operating revenues or Purchased power expense in Exelon’s Consolidated Statements of Operations and Comprehensive Income. Included in Purchased fuel expense in Exelon’s Consolidated Statements of Operations and Comprehensive Income. Included in Operating and maintenance expense in Exelon's Consolidated Statements of Operations and Comprehensive Income. 265 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, 2023 Interest (net of amount capitalized) Income taxes (net of refunds) For the Year Ended December 31, 2022 Interest (net of amount capitalized) Income taxes (net of refunds) For the Year Ended December 31, 2021 Interest (net of amount capitalized) Income taxes (net of refunds) Note 22 — Supplemental Financial Information Exelon (a) ComEd PECO BGE PHI Pepco DPL ACE Cash paid (refunded) during the year $ $ $ 1,616 $ 10 441 $ 11 1,434 $ 73 396 $ 23 200 $ (24) 166 $ 31 171 $ 29 147 $ 16 301 $ 21 274 $ 19 153 $ 6 141 $ 28 $ 1,505 281 $ 372 (72) $ 152 (4) $ 134 (38) $ 255 — $ 132 12 69 $ 6 $ $ 63 (2) 59 (9) 68 9 60 (6) 56 2 __________ (a) Exelon's 2022 and 2021 amounts include amounts related to Generation prior to the separation. See Note 2 — Discontinued Operations for additional information. 266 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, 2023 Pension and OPEB costs (benefit) Allowance for credit losses True-up adjustments to decoupling mechanisms and formula rates (b) Amortization of operating ROU asset Change in environmental liabilities AFUDC - Equity For the Year Ended December 31, 2022 Pension and OPEB costs (benefit) Allowance for credit losses Other decommissioning-related activity Energy-related options True-up adjustments to decoupling mechanisms and formula rates (b) Long-term incentive plan Amortization of operating ROU asset AFUDC - Equity For the Year Ended December 31, 2021 Pension and OPEB costs Allowance for credit losses Other decommissioning-related activity Energy-related options True-up adjustments to decoupling mechanisms and formula rates Severance costs Long-term incentive plan Amortization of operating ROU Asset AFUDC - Equity (b) Note 22 — Supplemental Financial Information Exelon (a) ComEd PECO BGE PHI Pepco DPL ACE Other non-cash operating activities $ $ $ 198 125 (708) 39 37 (151) 164 173 36 60 (168) 42 56 (150) 411 160 (946) 125 (171) (57) 137 183 (136) $ 26 $ (14) $ $ $ 4 (556) 2 — (33) 60 46 — — (267) — 2 (35) 129 47 — — (42) 2 — 1 (34) $ $ 45 7 — — (31) (9) 45 — — (2) — — (31) 8 39 — — (26) — — — (26) $ $ $ $ $ 56 16 (84) 5 — (16) 44 25 — — 47 — 14 (21) 61 17 — — (12) — — 29 (27) 99 60 (77) 28 37 (71) 53 58 — — 54 — 27 (63) 49 24 — — (91) 1 — 28 (49) $ $ 34 33 (22) 6 37 (54) $ 18 10 (21) 8 — (10) $ 9 $ 3 $ 29 — — 31 — 7 (48) 6 9 — — (53) — — 6 (40) $ 12 — — 7 — 8 (7) 2 5 — — (14) — — 8 (6) $ $ 13 17 (34) 3 — (7) 12 16 — — 16 — 3 (8) 11 10 — — (24) — — 4 (3) __________ (a) Exelon's 2022 and 2021 amounts include amounts related to Generation prior to the separation. See Note 2 — Discontinued Operations for additional information. (b) 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 PECO, reflects the change in Regulatory assets and liabilities associated with its transmission formula rate. For BGE, Pepco, DPL, and ACE, reflects the change in Regulatory assets and liabilities associated with their decoupling mechanisms and transmission formula rates. See Note 3 — Regulatory Matters for additional information. 267 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 22 — Supplemental Financial 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. Exelon ComEd PECO BGE PHI Pepco DPL ACE Cash, restricted cash, and cash equivalents $ 67 $ 59 $ Balance at December 31, 2023 Cash and cash equivalents Restricted cash and cash equivalents Restricted cash included in Other deferred debits and other assets Total cash, restricted cash, and cash equivalents Balance at December 31, 2022 Cash and cash equivalents Restricted cash and cash equivalents Restricted cash included in Other deferred debits and other assets Total cash, restricted cash, and cash equivalents Balance at December 31, 2021 Cash and cash equivalents Restricted cash and cash equivalents Restricted cash included in Other deferred debits and other assets Cash, restricted cash, and cash equivalents included in current assets of discontinued operations Total cash, restricted cash, and cash equivalents Balance at December 31, 2020 Cash and cash equivalents Restricted cash and cash equivalents Restricted cash included in Other deferred debits and other assets Cash, restricted cash, and cash equivalents included in current assets of discontinued operations Total cash, restricted cash, and cash equivalents $ $ $ $ $ $ $ $ $ 445 482 174 1,101 $ 110 402 174 686 $ $ 407 566 117 1,090 $ $ 672 321 44 582 $ $ 327 117 511 131 210 43 — 1,619 $ 384 $ 432 349 53 332 $ 83 $ 279 43 — 1,166 $ 405 $ For additional information on restricted cash, see Note 1 — Significant Accounting Policies. 268 42 $ 47 $ 180 $ 9 — 51 $ 9 — 68 36 8 — — 44 19 7 — — 26 $ $ $ $ $ 1 — 48 43 24 — 67 $ $ $ 24 — 204 $ $ 198 175 — 373 $ 51 $ 136 $ 4 — — 55 77 — — $ 213 $ 144 $ 111 $ 1 — — 39 10 — 145 $ 160 $ 48 24 — 72 45 54 — 99 34 34 — — 68 30 35 — — 65 $ $ $ $ $ $ $ $ 16 — — 16 $ $ 31 $ 121 — 152 $ 28 43 — — 71 15 — — — 15 $ $ $ $ 21 — — 21 72 — — 72 29 — — — 29 17 3 10 — 30 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 22 — Supplemental Financial Information Supplemental Balance Sheet Information The following tables provide additional information about material items recorded in the Registrants' Consolidated Balance Sheets. Exelon ComEd PECO BGE PHI Pepco Investments Balance at December 31, 2023 Rabbi trust investments (a) Equity method investments Other investments Total investments Balance at December 31, 2022 Rabbi trust investments Equity method investments (a) Total investments $ $ $ $ $ 231 $ 15 5 — 6 — 251 $ 6 $ 216 16 232 $ $ $ — 6 6 $ $ $ $ 28 $ 9 $ 142 $ 7 — 35 22 8 30 $ $ $ $ — — 1 — 9 $ 143 $ 7 — 7 $ $ $ 138 — 138 $ $ $ __________ (a) The Registrants’ debt and equity security investments and life insurance contracts are recorded at fair market value. Exelon ComEd PECO BGE PHI Pepco DPL ACE Accrued expenses Balance at December 31, 2023 Compensation-related accruals Taxes accrued (a) Interest accrued Balance at December 31, 2022 Compensation-related accruals Taxes accrued (a) Interest accrued $ $ $ $ 661 221 414 613 211 338 $ 206 204 148 179 $ 92 124 $ $ 87 96 49 81 10 47 $ $ 81 75 44 79 34 42 __________ (a) Primarily includes accrued payroll, bonuses and other incentives, vacation, and benefits. 23. Related Party Transactions (All Registrants) Utility Registrants' expense with Generation $ 27 $ $ 17 30 13 107 137 72 104 $ 70 61 116 38 29 52 32 $ 20 $ 8 9 124 — — 124 119 — 119 12 10 15 16 12 14 The Utility Registrants incurred expenses from transactions with the Generation affiliate as described in the footnotes to the table below prior to separation on February 1, 2022. Such expenses were primarily recorded as Purchased power from affiliates and an immaterial amount recorded as Operating and maintenance expense from affiliates at the Utility Registrants: ComEd (a) PECO (b) (c) BGE PHI (d) Pepco DPL (e) ACE (f) __________ $ At December 31, 2022 2021 $ 59 33 18 51 39 10 2 376 196 236 366 270 79 17 269 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) (a) ComEd had an ICC-approved RFP contract with Generation to provide a portion of ComEd’s electric supply requirements. ComEd also purchased RECs and ZECs from Generation. (b) PECO received electric supply from Generation under contracts executed through PECO’s competitive procurement process. In addition, PECO had a ten-year agreement with Generation to sell solar AECs. (c) BGE received a portion of its energy requirements from Generation under its MDPSC-approved market-based SOS and gas commodity programs. (d) Pepco received electric supply from Generation under contracts executed through Pepco's competitive procurement process approved by the MDPSC and DCPSC. (e) DPL received a portion of its energy requirements from Generation under its MDPSC and DEPSC approved market-based SOS commodity programs. (f) ACE received electric supply from Generation under contracts executed through ACE's competitive procurement process approved by the NJBPU. Service Company Costs for Corporate Support 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. Note 23 — Related Party Transactions The following table presents the service company costs allocated to the Registrants: Exelon BSC PHISCO ComEd BSC PECO BSC BGE BSC PHI BSC PHISCO Pepco BSC PHISCO DPL BSC PHISCO ACE BSC PHISCO Current Receivables from/Payables to affiliates Operating and maintenance from affiliates For the years ended December 31, Capitalized costs For the years ended December 31, 2023 2022 2021 2023 2022 2021 $ 670 $ 96 707 $ 80 304 169 189 168 — 96 114 61 99 53 86 307 120 90 153 95 59 39 43 29 47 26 311 115 122 159 80 60 33 45 26 54 21 $ 353 $ 316 $ 197 204 188 — 110 112 71 96 57 84 213 221 177 — 114 122 73 98 59 92 270 508 72 207 81 92 128 72 50 31 43 22 33 19 Table of Contents Combined Notes to Consolidated Financial Statements (Dollars in millions, except per share data unless otherwise noted) Note 23 — Related Party Transactions The following tables present current Receivables from affiliates and current Payables to affiliates: December 31, 2023 Payables to affiliates: ComEd PECO BGE Pepco DPL ACE BSC PHISCO Other Total Receivables from affiliates: ComEd PECO BGE PHI Pepco DPL ACE Other Total December 31, 2022 Payables to affiliates: ComEd PECO BGE PHI Pepco DPL ACE Other Total $ $ $ $ — $ — — — 1 1 — — $ — — — — — — $ 2 $ — $ — — — — — — 3 3 — — — — — 1 1 2 $ — $ — — $ — — — — 1 — — — — — 3 $ 64 36 33 5 17 12 11 1 $ 1 $ 3 $ 179 $ ComEd PECO BGE Pepco DPL ACE BSC PHISCO Receivables from affiliates: $ — $ — $ — — — — — — 3 — — — 2 2 — — — — — — — $ — $ — $ — — — — — — — — — — — 1 $ 66 39 38 4 20 12 14 — — — — — — — — — $ $ $ — — — — 14 11 11 — 36 — — — — 13 8 9 — 8 $ 3 2 10 1 1 — 72 39 35 15 32 25 25 8 25 $ 251 Other Total 8 $ 3 1 10 1 — 1 74 42 39 14 34 22 26 4 $ 3 $ 4 $ — $ $ — $ 1 $ 193 $ 30 $ 24 $ 255 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. PECO and PHI Corporate participate in the Exelon money pool. Pepco, DPL, and ACE participate in the PHI intercompany money pool. 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 Exelon 2023 ComEd At December 31, PECO Exelon 2022 ComEd PECO $ $ 206 $ 81 103 390 $ 205 $ — — 205 $ — $ 81 103 184 $ 206 $ 81 103 390 $ 205 $ — — 205 $ — 81 103 184 271 Table of Contents 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 2023, each of the Registrant's management, including its principal executive officer and principal financial officer, evaluated disclosure controls and procedures 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 the Registrants to ensure that (a) material information relating to that Registrant, including its consolidated subsidiaries, 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, 2023, the principal executive officer and principal financial officer of each of the Registrants concluded that such Registrant’s disclosure controls and procedures were effective to accomplish its 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 2023 that have materially affected, or are reasonably likely to materially affect, any of the Registrant's internal control over financial reporting. 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, 2023. As a result of that assessment, management determined that there were no material weaknesses as of December 31, 2023 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 None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not Applicable 272 Table of Contents 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 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 21, 2024. 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 2024 proxy statement (2024 Exelon Proxy Statement) and the ComEd information statement (2024 ComEd Information Statement) to be filed with the SEC on or before April 29, 2024 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 Exelon's Corporate Secretary, 10 South Dearborn Street, 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. 273 Table of Contents ITEM 11. EXECUTIVE COMPENSATION The information required by this item will be set forth under Executive Compensation Data and Compensation Committee Report in the Exelon Proxy Statement for the 2024 Annual Meeting of Shareholders or the ComEd 2024 Information Statement, which are incorporated herein by reference. 274 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 2024 Exelon Proxy Statement or the ComEd 2024 Information Statement, which are 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) 3,524,772 $ — 41,706,088 __________ (1) Balance includes 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 2021, 2022, and 2023, 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 2,401,852 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 1,200,926. The balance also includes 410,234 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 20 — Stock-Based Compensation Plans of the Combined Notes to Consolidated Financial Statements for additional information about the material features of the plans. (2) There are no outstanding stock options. 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 11,475,245 shares remaining available for issuance from the employee stock purchase plan. 275 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 Person Transactions and Director Independence in the Exelon Proxy Statement for the 2024 Annual Meeting of Shareholders or the ComEd 2024 Information Statement, which are incorporated herein by reference. 276 Table of Contents ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this item will be set forth under Ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Accountant for 2024 in the Exelon Proxy Statement for the 2024 Annual Meeting of Shareholders and the ComEd 2024 Information Statement, which are incorporated herein by reference. 277 Table of Contents 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): PART IV Report of Independent Registered Public Accounting Firm dated February 13, 2024 of PricewaterhouseCoopers LLP (PCAOB ID 238) Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2023, 2022, and 2021 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021 Consolidated Balance Sheets at December 31, 2023 and 2022 Consolidated Statements of Changes in Equity for the Years Ended December 31, 2023, 2022, and 2021 Notes to Consolidated Financial Statements (ii) Financial Statement Schedules: Schedule I—Condensed Financial Information of Parent (Exelon Corporate) at December 31, 2023 and 2022 and for the Years Ended December 31, 2023, 2022, and 2021 Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2023, 2022, and 2021 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. 278 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 and (deductions) Income from continuing operations before income taxes Income taxes Net income from continuing operations after income taxes Net income from discontinued operations after income taxes Net income Other comprehensive income (loss), net of income taxes Pension and non-pension postretirement benefit plans: Prior service benefits reclassified to periodic benefit cost Actuarial losses reclassified to periodic benefit cost Pension and non-pension postretirement benefit plans valuation adjustments Unrealized (loss) gain on cash flow hedges Other comprehensive (loss) income Comprehensive income 2023 For the Years Ended December 31, 2022 2021 $ $ $ $ 88 7 1 96 (96) (544) 2,728 9 19 2,212 2,116 (212) 2,328 — 2,328 $ — 26 (109) (5) (88) 2,240 $ $ 25 4 2 31 (31) (413) 2,450 5 22 2,064 2,033 (21) 2,054 116 2,170 $ (1) 42 46 2 89 2,259 $ (9) 14 2 7 (7) (333) 1,908 — — 1,575 1,568 (48) 1,616 90 1,706 (4) 223 431 — 650 2,356 See the Notes to Financial Statements 279 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 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 Issuance of common stock 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 2023 For the Years Ended December 31, 2022 2021 $ 1,486 $ 1,690 $ (43) — (1,864) (1) (1,908) 78 — — 2,500 (850) 140 (1,433) 41 (39) 437 15 11 26 $ 35 274 (4,011) — (3,702) 448 1,150 (1,300) 3,350 (1,150) 563 (1,334) 36 (35) 1,728 (284) 295 11 $ $ See the Notes to Financial Statements 280 3,629 381 — (2,231) 1 (1,849) — 500 (350) — (300) — (1,497) 80 19 (1,548) 232 63 295 Table of Contents (In millions) Current assets Cash and cash equivalents Accounts receivable, net Other accounts receivable Accounts receivable from affiliates 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 from continuing operations Deferred income taxes Non-pension postretirement benefit asset Other Total deferred debits and other assets Total assets Exelon Corporation and Subsidiary Companies Schedule I – Condensed Financial Information of Parent (Exelon Corporate) Condensed Balance Sheets ASSETS December 31, 2023 2022 $ 26 $ 561 14 225 188 17 1,031 44 2,877 38,545 884 144 107 42,557 43,632 $ $ 11 358 17 182 154 6 728 44 2,650 35,925 929 187 115 39,806 40,578 See the Notes to Financial Statements 281 Table of Contents (In millions) Current liabilities 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 Deferred income taxes Other Total deferred credits and other liabilities Total liabilities Exelon Corporation and Subsidiary Companies Schedule I – Condensed Financial Information of Parent (Exelon Corporate) Condensed Balance Sheets LIABILITIES AND SHAREHOLDERS’ EQUITY December 31, 2023 2022 $ $ 1,026 $ 500 194 144 361 10 45 49 2,329 10,713 92 4,268 56 419 4,835 17,877 21,114 (123) 5,490 (726) 25,755 43,632 $ 948 850 188 101 360 12 77 7 2,543 8,742 103 3,896 53 497 4,549 15,834 20,908 (123) 4,597 (638) 24,744 40,578 Commitments and contingencies Shareholders’ equity Common stock (No par value, 2,000 shares authorized, 999 shares and 994 shares outstanding as of December 31, 2023 and 2022, respectively) Treasury stock, at cost (2 shares as of December 31, 2023 and 2022) Retained earnings Accumulated other comprehensive loss, net Total shareholders’ equity Total liabilities and shareholders’ equity See the Notes to Financial Statements 282 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. As of December 31, 2023 and 2022, Exelon Corporate owned 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%. As of February 1, 2022, as a result of the completion of the separation, Exelon Corporate no longer retains any equity ownership interest in Generation or Constellation. The separation of Constellation, including Generation and its subsidiaries, met the criteria for discontinued operations and as such, results of operations are presented as discontinued operations and have been excluded from continuing operations for all periods presented. Accounting rules require certain BSC costs previously allocated to Generation to be presented as part of Exelon’s continuing operations as these costs do not qualify as expenses of the discontinued operations. Comprehensive income and cash flows related to Generation have not been segregated and are included in the Condensed Statements of Operations and Comprehensive Income and Condensed Statements of Cash Flows, respectively, for all periods presented. See Note 2 — Discontinued Operations of the Combined Notes to Consolidated Financial Statements for additional information. 2. Retirement Benefits See Note 14—Retirement Benefits of the Combined Notes to Consolidated Financial Statements for Exelon Corporate’s retirement benefits. 3. Derivative Financial Instruments See Note 15—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for Exelon Corporate’s derivatives. 4. 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 $527 million in outstanding commercial paper borrowings as of December 31, 2023 and $449 million outstanding commercial paper as of December 31, 2022. Revolving Credit Agreements As of December 31, 2023, Exelon Corporation had a $900 million aggregate bank commitment under its existing syndicated revolving facility in which $370 million was available to support additional commercial paper as of December 31, 2023. See Note 16 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information regarding Exelon Corporate’s credit agreement. On February 1, 2022, Exelon Corporate entered into a new 5-year revolving credit facility with an aggregate bank commitment of $900 million at a variable interest rate of SOFR plus 1.275% which replaced its existing $600 million syndicated revolving credit facility. Exelon Corporate had no outstanding amounts on the revolving credit facilities as of December 31, 2023. Short-Term Loan Agreements 283 Table of Contents Exelon Corporation and Subsidiary Companies Schedule I – Condensed Financial Information of Parent (Exelon Corporate) Notes to Financial Statements On March 23, 2017, Exelon Corporate entered into a term loan agreement for $500 million. The loan agreement was renewed in the first quarter of 2023 and was bifurcated into two tranches of $300 million on March 14, 2023 and $200 million on March 24, 2023. The agreements will expire on March 14, 2024 and March 22, 2024, respectively. Pursuant to the loan agreements, loans made thereunder bear interest at a variable rate equal to SOFR plus 0.90% and all indebtedness thereunder is unsecured. The loan agreement is reflected in Exelon's Consolidated Balance Sheets within Short- term borrowings. Long-Term Debt The following tables present the outstanding long-term debt for Exelon Corporate at December 31, 2023 and December 31, 2022: Long-term debt Senior unsecured notes Loan agreement (c) (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 (b) Long-term debt Rates 2.75 % - Maturity Date December 31, 2023 2022 7.60 % 6.23 % 2025 - 2053 $ 2024 10,639 $ 500 11,139 (13) (65) 152 (500) $ 10,713 $ 8,139 1,350 9,489 (10) (51) 164 (850) 8,742 __________ (a) Senior unsecured notes included mirror debt that was held on Exelon Corporation's Balance Sheet in 2021. In connection with the separation, on January 31, 2022, Exelon Corporate received cash from Generation of (b) $258 million to settle the intercompany loan. See Note 16 — Debt and Credit Agreements for additional information on the merger debt. In connection with the separation, Exelon Corporate entered into three 18-month term loan agreements. On January 21, 2022, two of the loan agreements were issued for $300 million each with an expiration date of July 21, 2023. On January 24, 2022, the third loan agreement was issued for $250 million with an expiration date of July 24, 2023. Pursuant to the loan agreement, loans made thereunder bear interest at a variable rate equal to SOFR plus 0.65%. (c) Pursuant to the loan agreement, loans made thereunder bear interest at a variable rate equal to SOFR plus 0.85%. The long-term debt maturities for Exelon Corporate for the periods 2024 through 2028 and thereafter are as follows: 2024 2025 2026 2027 2028 Thereafter Total long-term debt 5. Commitments and Contingencies See Note 18—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for Exelon Corporate’s commitments and contingencies. 6. Related Party Transactions The financial statements of Exelon Corporate include related party transactions as presented in the tables below: 284 $ $ 500 807 750 650 1,000 7,432 11,139 Table of Contents (In millions) Operating and maintenance from affiliates: BSC (a) Total operating and maintenance from affiliates: Interest income (expense) from affiliates, net: BSC EEDC (b) Total interest income from affiliates, net: Equity in earnings (losses) of investments: BSC (b) EEDC PCI Exelon Enterprises Exelon InQB8R Other Total equity in earnings of investments: Cash contributions received from affiliates (in millions) Accounts receivable from affiliates (current): BSC ComEd PECO BGE PHISCO Total accounts receivable from affiliates (current): Notes receivable from affiliates (current): (a) BSC PHI Total notes receivable from affiliates (current): Investments in affiliates from continuing operations: (a) BSC EEDC (b) Exelon Corporation and Subsidiary Companies Schedule I – Condensed Financial Information of Parent (Exelon Corporate) Notes to Financial Statements $ $ $ $ $ $ $ 2023 2022 2021 For the Years Ended December 31, 7 $ 7 $ 6 $ 3 9 $ — $ 2,727 2 1 (2) — 4 $ 4 $ 4 $ 1 5 $ (18) $ 2,482 (9) — (4) (1) 2,728 $ 2,450 $ 1,978 $ 2,027 $ At December 31, 2023 2022 14 14 — — — (301) 2,215 (1) — (7) 2 1,908 1,842 3 4 2 1 7 17 138 44 182 384 35,092 52 365 4 3 12 15 (2) — $ 4 2 1 7 14 $ 160 $ 65 225 $ 384 $ 37,705 54 365 9 4 12 13 (1) $ $ $ $ $ $ $ $ 38,545 $ 35,925 360 $ 1 361 $ 360 — 360 PCI UII Voluntary Employee Beneficiary Association trust Exelon Enterprises Conectiv Exelon InQB8R Other (c) Total investments in affiliates from continuing operations: Accounts payable to affiliates (current): UII BSC (a) Total accounts payable to affiliates (current): 285 Table of Contents Exelon Corporation and Subsidiary Companies Schedule I – Condensed Financial Information of Parent (Exelon Corporate) Notes to Financial Statements __________ (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) Primarily relates to elimination of affiliate transactions with Generation, primarily related to the Regulatory Agreement Units. See Note 3 — Regulatory Matters and Note 23 — Related Party Transactions of the Combined Notes to Consolidated Financial Statements for additional information. 286 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 Additions and adjustments Charged to Costs and Expenses Charged to Other Accounts Column D Column E Deductions Balance at End of Period (In millions) For the year ended December 31, 2023 Allowance for credit losses (a) Deferred tax valuation allowance For the year ended December 31, 2022 Allowance for credit losses (a) Deferred tax valuation allowance For the year ended December 31, 2021 Allowance for credit losses (a) Deferred tax valuation allowance $ $ $ 409 $ 94 392 $ 37 405 $ 4 171 (b) $ — 174 (b) $ — 107 (b) $ — $ $ $ 20 20 28 57 — 33 (d) 201 (c) $ — 185 (c) $ — 120 (c) $ — 399 114 409 94 392 37 __________ (a) Excludes the noncurrent Allowance for credit losses related to PECO’s installment plan receivables of $6 million, $7 million, and $14 million for the years ended December 31, 2023, 2022, and 2021, respectively. (b) The amount charged to costs and expenses includes the amount reclassified to Regulatory assets/liabilities under different mechanisms applicable to the different jurisdictions in which the Utility Registrants operate. (c) Primarily reflects write-offs, net of recoveries, of individual accounts receivable. (d) DPL recorded a full valuation allowance against Delaware net operating losses carryforwards due to a change in Delaware tax law. See Note 13 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information on the valuation allowance. 287 Table of Contents (2) ComEd (i) Financial Statements (Item 8): Commonwealth Edison Company and Subsidiary Companies Report of Independent Registered Public Accounting Firm dated February 21, 2024 of PricewaterhouseCoopers LLP (PCAOB ID 238) Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2023, 2022, and 2021 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021 Consolidated Balance Sheets at December 31, 2023 and 2022 Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2023, 2022, and 2021 Notes to Consolidated Financial Statements (ii) Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2023, 2022, and 2021 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 288 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 Additions and adjustments Column D Column E Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period (In millions) For the year ended December 31, 2023 Allowance for credit losses For the year ended December 31, 2022 Allowance for credit losses For the year ended December 31, 2021 Allowance for credit losses $ $ $ 76 $ 90 $ 118 $ 45 (a) 24 (a) 18 (a) $ $ $ 13 8 1 $ $ $ 48 (b) 46 (b) 47 (b) $ $ $ 86 76 90 __________ (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. 289 Table of Contents (3) PECO (i) Financial Statements (Item 8): PECO Energy Company and Subsidiary Companies Report of Independent Registered Public Accounting Firm dated February 21, 2024 of PricewaterhouseCoopers LLP (PCAOB ID 238) Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2023, 2022, and 2021 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021 Consolidated Balance Sheets at December 31, 2023 and 2022 Consolidated Statements of Changes in Shareholder's Equity for the Years Ended December 31, 2023, 2022, and 2021 Notes to Consolidated Financial Statements (ii) Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2023, 2022, and 2021 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 290 Table of Contents PECO Energy Company and Subsidiary Companies Schedule II – Valuation and Qualifying Accounts Column A Description Column B Balance at Beginning of Period Column C Additions and adjustments Charged to Costs and Expenses Charged to Other Accounts Column D Column E Deductions Balance at End of Period (In millions) For the year ended December 31, 2023 Allowance for credit losses Deferred tax valuation allowance (a) For the year ended December 31, 2022 Allowance for credit losses Deferred tax valuation allowance (a) For the year ended December 31, 2021 Allowance for credit losses (a) Deferred tax valuation allowance $ $ $ $ $ 114 7 112 3 124 $ 1 (b) 43 — (b) 44 — (b) 32 — $ $ $ $ $ $ 9 — 14 4 (6) 2 (c) 63 — (c) 56 — (c) 38 — $ $ $ 103 7 114 7 112 3 __________ (a) Excludes the noncurrent Allowance for credit losses related to PECO’s installment plan receivables of $6 million, $7 million, and $14 million for the years ended December 31, 2023, 2022, and 2021, 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. 291 Table of Contents (4) BGE (i) Financial Statements (Item 8): Baltimore Gas and Electric Company Report of Independent Registered Public Accounting Firm dated February 21, 2024 of PricewaterhouseCoopers LLP (PCAOB ID 238) Statements of Operations and Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021 Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021 Balance Sheets at December 31, 2023 and 2022 Statements of Changes in Shareholder's Equity for the Years Ended December 31, 2023, 2022 and 2021 Notes to Financial Statements (ii) Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2023, 2022, and 2021 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 292 Table of Contents Baltimore Gas and Electric Company Schedule II – Valuation and Qualifying Accounts Column A Description Column B Balance at Beginning of Period Column C Additions and adjustments Charged to Costs and Expenses Charged to Other Accounts Column D Column E Deductions Balance at End of Period (In millions) For the year ended December 31, 2023 Allowance for credit losses Deferred tax valuation allowance For the year ended December 31, 2022 Allowance for credit losses Deferred tax valuation allowance For the year ended December 31, 2021 Allowance for credit losses Deferred tax valuation allowance $ $ $ 64 $ 3 47 $ — 44 — $ 26 (a) — 37 (a) — (a) 16 — $ $ $ $ $ $ 5 — 6 3 3 — 42 (b) $ — 26 (b) $ — 16 — (b) $ 53 3 64 3 47 — __________ (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. 293 Table of Contents (5) PHI (i) Financial Statements (Item 8): Pepco Holdings LLC and Subsidiary Companies Report of Independent Registered Public Accounting Firm dated February 21, 2024 of PricewaterhouseCoopers LLP (PCAOB ID 238) Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2023, 2022, and 2021 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021 Consolidated Balance Sheets at December 31, 2023 and 2022 Consolidated Statements of Changes in Equity for the Years Ended December 31, 2023, 2022, and 2021 Notes to Consolidated Financial Statements (ii) Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2023, 2022, and 2021 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 294 Table of Contents Pepco Holdings LLC and Subsidiary Companies Schedule II – Valuation and Qualifying Accounts Column A Description Column B Balance at Beginning of Period Column C Additions and adjustments Charged to Costs and Expenses Charged to Other Accounts Column D Column E Deductions Balance at End of Period (In millions) For the year ended December 31, 2023 Allowance for credit losses Deferred tax valuation allowance For the year ended December 31, 2022 Allowance for credit losses Deferred tax valuation allowance For the year ended December 31, 2021 Allowance for credit losses Deferred tax valuation allowance $ $ $ 155 $ 35 $ 143 31 119 $ — 57 (a) — (a) 69 — 41 (a) — $ $ $ (7) — — 4 2 31 (c) $ $ $ 48 (b) — (b) 57 — 19 (b) — $ $ $ 157 35 155 35 143 31 __________ (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) DPL recorded a full valuation allowance against Delaware net operating losses carryforwards due to a change in Delaware tax law. See Note 13 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information on the valuation allowance. 295 Table of Contents (6) Pepco (i) Financial Statements (Item 8): Potomac Electric Power Company Report of Independent Registered Public Accounting Firm dated February 21, 2024 of PricewaterhouseCoopers LLP (PCAOB ID 238) Statements of Operations and Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021 Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021 Balance Sheets at December 31, 2023 and 2022 Statements of Changes in Shareholder's Equity for the Years Ended December 31, 2023, 2022 and 2021 Notes to Financial Statements (ii) Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2023, 2022, and 2021 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 296 Table of Contents Potomac Electric Power Company Schedule II – Valuation and Qualifying Accounts Column A Description Column B Balance at Beginning of Period Column C Additions and adjustments Charged to Costs and Expenses Charged to Other Accounts Column D Column E Deductions Balance at End of Period (In millions) For the year ended December 31, 2023 Allowance for credit losses For the year ended December 31, 2022 Allowance for credit losses For the year ended December 31, 2021 Allowance for credit losses $ $ $ 72 53 45 $ $ $ 31 (a) 36 (a) 14 (a) $ $ $ (5) 4 2 $ $ $ 18 (b) 21 (b) (b) 8 $ $ $ 80 72 53 __________ (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. 297 Table of Contents (7) DPL (i) Financial Statements (Item 8): Delmarva Power & Light Company Report of Independent Registered Public Accounting Firm dated February 21, 2024 of PricewaterhouseCoopers LLP (PCAOB ID 238) Statements of Operations and Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021 Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021 Balance Sheets at December 31, 2023 and 2022 Statements of Changes in Shareholder's Equity for the Years Ended December 31, 2023, 2022 and 2021 Notes to Financial Statements (ii) Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2023, 2022, and 2021 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 298 Table of Contents Delmarva Power & Light Company Schedule II – Valuation and Qualifying Accounts Column A Description Column B Balance at Beginning of Period Column C Additions and adjustments Charged to Costs and Expenses Charged to Other Accounts Column D Column E Deductions Balance at End of Period (In millions) For the year ended December 31, 2023 Allowance for credit losses Deferred tax valuation allowance For the year ended December 31, 2022 Allowance for credit losses Deferred tax valuation allowance For the year ended December 31, 2021 Allowance for credit losses Deferred tax valuation allowance $ $ $ $ $ $ 28 32 26 31 31 — 10 (a) — (a) 13 — (a) 6 — $ $ $ — — (2) 1 (1) 31 (c) $ $ $ 11 (b) — 9 — (b) 10 (b) — $ $ $ 27 32 28 32 26 31 __________ (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 DEPSC and MDPSC. (b) Write-offs, net of recoveries of individual accounts receivable. (c) DPL recorded a full valuation allowance against Delaware net operating losses carryforwards due to a change in Delaware tax law. See Note 13 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information on the valuation allowance. 299 Table of Contents (8) ACE (i) Financial Statements (Item 8): Atlantic City Electric Company and Subsidiary Company Report of Independent Registered Public Accounting Firm dated February 21, 2024 of PricewaterhouseCoopers LLP (PCAOB ID 238) Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2023, 2022, and 2021 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021 Consolidated Balance Sheets at December 31, 2023 and 2022 Consolidated Statements of Changes in Shareholder's Equity for the Years Ended December 31, 2023, 2022, and 2021 Notes to Consolidated Financial Statements (ii) Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2023, 2022, and 2021 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 300 Table of Contents Atlantic City Electric Company and Subsidiary Company Schedule II – Valuation and Qualifying Accounts Column A Description Column B Balance at Beginning of Period Column C Additions and adjustments Charged to Costs and Expenses Charged to Other Accounts Column D Column E Deductions Balance at End of Period (In millions) For the year ended December 31, 2023 Allowance for credit losses For the year ended December 31, 2022 Allowance for credit losses For the year ended December 31, 2021 Allowance for credit losses $ $ $ 55 64 43 $ $ $ 16 (a) 20 (a) 21 (a) $ $ $ (2) (2) 1 $ $ $ 19 (b) 27 (b) (b) 1 $ $ $ 50 55 64 __________ (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. 301 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. (2) Plans of acquisition, reorganization, arrangement, liquidation, or succession Exhibit No. 2-1 Description Separation Agreement, dated January 31, 2022, between Exelon Corporation and Constellation Energy Corporation Location File No. 001-16169, Form 8K dated February 2, 2022, Exhibit 2.1 (3) Articles of Incorporation and Bylaws Exelon Corporation Exhibit No. 3-1 3-2 Description Amended and Restated Articles of Incorporation of Exelon Corporation, as amended July 24, 2018 Location File No. 001-16169, Form 8-K dated July 27, 2018, Exhibit 3.1 Amended and Restated Bylaws of Exelon Corporation, as amended on August 3, 2022 File No. 001-16169, Form 10-Q dated August 3, 2022, Exhibit 3.1 Baltimore Gas and Electric Company Exhibit No. 3-3 3-4 3-5 Description Articles of Restatement to the Charter of Baltimore Gas and Electric Company, restated as of August 16, 1996 Location File No. 001-01910, Form 10-Q dated November 14, 1996, Exhibit 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 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 3.4 302 Table of Contents Commonwealth Edison Company Exhibit No. 3-6 3-7 PECO Energy Company Exhibit No. 3-8 3-9 Pepco Holdings LLC Exhibit No. 3-10 3-11 Description 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” Location File No. 001-01839, Form 10-K dated March 30, 1995, Exhibit 3.2 Amended and Restated Bylaws of Commonwealth Edison Company, Effective February 22, 2021 File No. 001-01839, Form 10-K dated February 24, 2021, Exhibit 3.6 Description Amended and Restated Articles of Incorporation of PECO Energy Company Location File No. 001-01401, Form 10-K dated April 2, 2001, Exhibit 3.3 Amended and Restated Bylaws of PECO Energy Company dated August 3, 2020 File No. 000-16844, Form 10-Q dated August 4, 2020, Exhibit 3.3 Description Certificate of Formation of Pepco Holdings LLC, dated March 23, 2016 Location 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 Atlantic City Electric Company Exhibit No. 3-12 3-13 Description Restated Certificate of Incorporation of Atlantic City Electric Company (filed in New Jersey on August 9, 2002) Location File No. 001-03559, Amendment No. 1 to Form U5B dated February 13, 2003, Exhibit B.8.1 Bylaws of Atlantic City Electric Company File No. 001-03559, Form 10-Q dated May 9, 2005, Exhibit 3.2.2 Delmarva Power & Light Company Exhibit No. 3-14 3-15 Description Restated Certificate and Articles of Incorporation of Delmarva Power & Light Company (as filed in Delaware and Virginia) Location File No. 001-01405, Form 10-K dated March 1, 2007, Exhibit 3.3 Bylaws of Delmarva Power & Light Company File No. 001-01405, Form 10-Q dated May 9, 2005, Exhibit 3.2.1 303 Table of Contents Potomac Electric Power Company Exhibit No. 3-16 3-17 3-18 Description Restated Articles of Incorporation of Potomac Electric Power Company (as filed in the District of Columbia) Restated Articles of Incorporation and Articles of Restatement of Potomac Electric Power Company (as filed in Virginia) Location File No. 001-31403, Form 10-Q dated May 5, 2006, Exhibit 3.1 File No. 001-01072, Form 10-Q dated November 4, 2011, Exhibit 3.3 Bylaws of Potomac Electric Power Company File No. 001-01072, Form 10-Q dated May 5, 2006, Exhibit 3.2 (4) Instruments Defining the Rights of Securities Holders, Including Indentures Exelon Corporation Exhibit No. 4-1 Description Exelon Corporation Direct Stock Purchase Plan Location File No. 333-206474, Registration Statement on Form S-3 dated August 19, 2015 4-2 4-3 4-4 4-4-1 4-4-2 4-5 4-5-1 Indenture dated May 1, 2001 between Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., 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 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 9, 2005, Exhibit 99.3 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 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 Indenture, dated as of June 11, 2015, 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 4, 2017, Exhibit 4.3 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, N.A., as trustee File No. 001-16169, Form 8-K dated June 11, 2015, Exhibit 4.2 304 Table of Contents Exhibit No. 4-5-2 4-5-3 4-5-4 4-5-5 4-5-6 4-6 Description Second Supplemental Indenture, dated as of December 2, 2015, among Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee Location File No. 001-16169, Form 8-K dated December 2, 2015, 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 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 Fifth Supplemental Indenture, dated as of March 7, 2022, 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 File No. 001-16169, Form 8-K dated March 7, 2022, Exhibit 4.2 Sixth Supplemental Indenture, dated as of February 1, 2023, among Exelon Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee File No. 001-16169, Form 8-K dated February 21, 2023, Exhibit 4.2 Description of Exelon Securities File No. 001-16169, Form 10-K dated February 11, 2020, Exhibit 4.63 305 Table of Contents Baltimore Gas and Electric Company Exhibit No. 4-7 4-8 4-9 4-10 4-11 4-12 4-13 Description Indenture dated as of July 24, 2006 between Baltimore Gas and Electric Company and Deutsche Bank Trust Company Americas, as trustee Location File No. 333-135991, Registration Statement on Form S-3 dated July 24, 2006, Exhibit 4(b) Form of 2.400% notes due 2026 issued August 18, 2016 by Baltimore Gas and Electric Company File No. 001-01910, Form 8-K dated August 18, 2016, Exhibit 4.1 Form of 3.500% Note due 2046 issued August 18, 2016 by Baltimore Gas and Electric Company File No. 001-01910, Form 8-K dated August 18, 2016, Exhibit 4.2 Form of 3.750% Note due 2047 issued August 24, 2017 by Baltimore Gas and Electric Company File No. 001-01910, Form 8-K dated August 24, 2017, Exhibit 4.1 Form of 4.550% Note due 2052 issued June 6, 2022 by Baltimore Gas and Electric Company File No. 001-01910, Form 8-K dated June 6, 2022, Exhibit 4.2 Form of 5.400% Note due 2053 issued May 10, 2023 by Baltimore Gas and Electric File No. 001-01910, Form 8-K dated May 10, 2023, Exhibit 4.2 Indenture, dated as of September 1, 2019, between Baltimore Gas and Electric Company and U.S. Bank N.A., as trustee File No. 001-01910, Form 8-K dated September 12, 2019, Exhibit 4.1 Commonwealth Edison Company Exhibit No. 4-14 4-14-1 4-14-2 Description 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 Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of January 13, 2003 Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of February 22, 2006 Location Registration No. 2-60201, Form S-7, Exhibit 2-1 (a) File No. 001-01839, Form 8-K dated February 13, 2003, Exhibit 4.4 File No. 001-01839, Form 8-K dated March 6, 2006, Exhibit 4.1 306 Table of Contents Exhibit No. 4-14-3 4-14-4 4-14-5 4-14-6 4-14-7 4-14-8 4-14-9 4-14-10 4-14-11 4-14-12 4-14-13 4-14-14 4-14-15 4-14-16 4-14-17 Description Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of March 1, 2007 Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of December 20, 2007 Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of September 17, 2012 Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of August 1, 2013 Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of January 2, 2014 Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of October 28, 2014 Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of February 18, 2015 Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of November 4, 2015 Location File No. 001-01839, Form 8-K dated March 23, 2007, Exhibit 4.1 File No. 001-01839, Form 8-K dated January 16, 2008, Exhibit 4.1 File No. 001-01839, Form 8-K dated October 1, 2012, Exhibit 4.1 File No. 001-01839, Form 8-K dated August 19, 2013, Exhibit 4.1 File No. 001-01839, Form 8-K dated January 10, 2014, Exhibit 4.1 File No. 001-01839, Form 8-K dated November 10, 2014, Exhibit 4.1 File No. 001-01839, Form 8-K dated March 2, 2015, Exhibit 4.1 File No. 001-01839, Form 8-K dated November 19, 2015, Exhibit 4.1 Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of June 15, 2016 File No. 001-01839, Form 8-K dated June 27, 2016, Exhibit 4.1 Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of August 9, 2017 Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of February 6, 2018 File No. 001-01839, Form 8-K dated August 23, 2017, Exhibit 4.1 File No. 001-01839, Form 8-K dated February 20, 2018, Exhibit 4.1 Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of July 26, 2018 File No. 001-01839, Form 8-K dated August 14, 2018, Exhibit 4.1 Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of February 7, 2019 Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of October 29, 2019 Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of February 10, 2020 File No. 001-01839, Form 8-K dated February 19, 2019, Exhibit 4.1 File No. 001-01839, Form 8-K dated November 12, 2019, Exhibit 4.1 File No. 001-01839, Form 8-K dated February 25, 2020, Exhibit 4.1 307 Table of Contents Exhibit No. 4-14-18 4-14-19 4-14-20 4-14-21 4-15 4-16 4-17 Description Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of February 16, 2021 Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of August 2, 2021 Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of February 23, 2022 Supplemental Indenture to Commonwealth Edison Company Mortgage dated as of December 21, 2022 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 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 Location File No. 001-01839, Form 8-K dated March 9, 2021, Exhibit 4.1 File No. 001-01839, Form 8-K dated August 12, 2021, Exhibit 4.1 File No. 001-01839, Form 8-K/A dated March 15, 2022, Exhibit 4.1 File No. 001-01839, Form 8-K dated January 10, 2023, Exhibit 4.1 File No. 001-01839, Form 10-K dated April 1, 2002, Exhibit 4.4.2 File No. 001-01839, Form 10-K dated March 29, 1996, Exhibit 4.29 Description of ComEd Securities File No. 001-16169, Form 10-K dated February 11, 2020, Exhibit 4.65 PECO Energy Company Exhibit No. 4-18 4-18-1 4-18-2 4-18-3 4-18-4 Description 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 N.A., as current successor trustee) Location Registration No. 2-2281, Exhibit B-1 (a) Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of December 1, 1941 Registration No. 2-4863, Exhibit B-1(h) (a) Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of April 15, 2004 Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of September 15, 2006 Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of March 1, 2007 File No. 000-16844, Form 10-Q dated September 30, 2004, Exhibit 4-1-1 File No. 000-16844, Form 8-K dated September 25, 2006, Exhibit 4.1 File No. 000-16844, Form 8-K dated March 19, 2007, Exhibit 4.1 308 Table of Contents Exhibit No. 4-18-5 4-18-6 4-18-7 4-18-8 4-18-9 4-18-10 4-18-11 4-18-12 4-18-13 4-18-14 4-18-15 4-18-16 4-18-17 4-19 Description Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of September 1, 2012 Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of September 1, 2014 Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of September 15, 2015 Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of September 1, 2017 Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of February 1, 2018 Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of September 1, 2018 Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of August 15, 2019 Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of June 1, 2020 Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of February 15, 2021 Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of September 1, 2021 Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of May 1, 2022 Supplemental Indenture to PECO Energy Company’s First and Refunding Mortgage dated as of August 1, 2022 Supplemental Indenture to PECO Energy Company's First and Refunding Mortgage dated as of June 1, 2023 Location File No. 000-16844, Form 8-K dated September 17, 2012, Exhibit 4.1 File No. 000-16844, Form 8-K dated September 15, 2014, Exhibit 4.1 File No. 000-16844, Form 8-K dated October 5, 2015, Exhibit 4.1 File No. 000-16844, Form 8-K dated September 18, 2017, Exhibit 4.1 File No. 000-16844, Form 8-K dated February 23, 2018, Exhibit 4.1 File No. 000-16844, Form 8-K dated September 11, 2018, Exhibit 4.1 File No. 000-16844, Form 8-K dated September 10, 2019, Exhibit 4.1 File No. 000-16844, Form 8-K dated June 8, 2020, Exhibit 4.1 File No. 000-16844, Form 8-K dated March 8, 2021, Exhibit 4.1 File No. 000-16844, Form 8-K dated September 14, 2021, Exhibit 4.1 File No. 000-16844, Form 8-K dated May 24, 2022, Exhibit 4.1 File No. 000-16844, Form 8-K dated August 23, 2022, Exhibit 4.1 File No. 001-16844, Form 8-K dated June 23, 2023, Exhibit 4.1 Indenture to Subordinated Debt Securities dated as of June 24, 2003 between PECO Energy Company, as Issuer, and U.S. Bank N.A., as Trustee File No. 000-16844, Form 10-Q dated July 30, 2003, Exhibit 4.1 309 Table of Contents Exhibit No. 4-20 4-21 4-22 Description Preferred Securities Guarantee Agreement between PECO Energy Company, as Guarantor, and U.S. Bank N.A., as Trustee, dated as of June 24, 2003 PECO Energy Capital Trust IV Amended and Restated Declaration of Trust among PECO Energy Company, as Sponsor, U.S. Bank Trust N.A., 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 Location File No. 000-16844, Form 10-Q dated July 30, 2003, Exhibit 4.2 File No. 000-16844, Form 10-Q dated July 30, 2003, Exhibit 4.3 Description of PECO Securities File No. 001-16169, Form 10-K dated February 11, 2020, Exhibit 4.64 Atlantic City Electric Company 310 Table of Contents Exhibit No. 4-23 4-23-1 4-23-2 4-23-3 4-23-4 4-23-5 4-23-6 4-23-7 4-23-8 4-23-9 4-23-10 4-23-11 4-23-12 4-23-13 4-23-14 4-24 Description Mortgage and Deed of Trust, dated January 15, 1937, between Atlantic City Electric Company and The Bank of New York Mellon (formerly Irving Trust Company), as trustee Location 2-66280, Registration Statement dated December 21, 1979, Exhibit 2(a) (a) Supplemental Indenture to Atlantic City Electric Company Mortgage dated as of June 1, 1949 2-66280, Registration Statement dated December 21, 1979, Exhibit 2(b) (a) Supplemental Indenture to Atlantic City Electric Company Mortgage dated as of March 1, 1991 Form 10-K dated March 28, 1991, Exhibit 4(d)(1) (a) Supplemental Indenture to Atlantic City Electric Company Mortgage dated as of April 1, 2004 File No. 001-03559, Form 8-K dated April 6, 2004, Exhibit 4.3 Supplemental Indenture to Atlantic City Electric Company Mortgage dated as of March 8, 2006 File No. 001-03559, Form 8-K dated March 17, 2006, Exhibit 4 Supplemental Indenture to Atlantic City Electric Company Mortgage dated as of March 29, 2011 File No. 001-03559, Form 8-K dated April 1, 2011, Exhibit 4.2 Supplemental Indenture to Atlantic City Electric Company Mortgage dated as of August 18, 2014 File No. 001-03559, Form 8-K dated August 19, 2014, Exhibit 4.2 Supplemental Indenture to Atlantic City Electric Company Mortgage dated as of December 1, 2015 File No. 001-03559, Form 8-K dated December 2, 2015, Exhibit 4.2 (included as Exhibit A to Exhibit 1.1). Supplemental Indenture to Atlantic City Electric Company Mortgage dated as of October 9, 2018 File No. 001-03559, Form 8-K dated October 16, 2018, Exhibit 4.1 Supplemental Indenture to Atlantic City Electric Company Mortgage dated as of May 2, 2019 File No. 001-03559, Form 8-K dated May 21, 2019, File No. 4.3 Supplemental Indenture to Atlantic City Electric Company Mortgage dated as of June 1, 2020 File No. 001-03559, Form 8-K dated June 9, 2020, Exhibit 4.2 Supplemental Indenture to Atlantic City Electric Company Mortgage dated as of February 15, 2021 Supplemental Indenture to Atlantic City Electric Company Mortgage dated as of November 1, 2021 Supplemental Indenture to Atlantic City Electric Company Mortgage dated as of February 1, 2022 Supplemental Indenture to the Atlantic City Electric Company Mortgage and Deed of Trust, dated as of March 1, 2023 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 March 10, 2021, Exhibit 4.1 File No. 001-03559, Form 8-K dated November 16, 2021, Exhibit 4.2 File No. 001-03559, Form 8-K dated February 15, 2022, Exhibit 4.2 File No. 001-03559, Form 8-K dated March 15, 2023, Exhibit 4.2 File No. 001-03559, Form 8-K dated June 2, 2020, Exhibit 4.1 311 Table of Contents Delmarva Power & Light Company Exhibit No. 4-25 4-25-1 4-25-2 4-25-3 4-25-4 4-25-5 4-25-6 4-25-7 4-25-8 4-25-9 4-25-10 4-25-11 Description 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 Supplemental Indenture to Delmarva Power & Light Company Mortgage dated as of October 1, 1993 Supplemental Indenture to Delmarva Power & Light Company Mortgage dated as of October 1, 1994 Supplemental Indenture to Delmarva Power & Light Company Mortgage dated as of June 2, 2014 Supplemental Indenture to Delmarva Power & Light Company Mortgage dated as of May 4, 2015 Supplemental Indenture to Delmarva Power & Light Company Mortgage dated as of December 5, 2016 Supplemental Indenture to Delmarva Power & Light Company Mortgage dated as of June 1, 2018 Supplemental Indenture to Delmarva Power & Light Company Mortgage dated as of May 2, 2019 Supplemental Indenture to Delmarva Power & Light Company Mortgage dated as of January 1, 2020 Supplemental Indenture to Delmarva Power & Light Company Mortgage dated as of June 1, 2020 Supplemental Indenture to Delmarva Power & Light Company Mortgage dated as of February 15, 2021 Supplemental Indenture to Delmarva Power & Light Company Mortgage dated as of February 1, 2022 Location 33-1763, Registration Statement dated November 27, 1985, Exhibit 4-(A) (a) 33-53855, Registration Statement dated January 30, 1995, Exhibit 4-L (a) 33-53855, Registration Statement dated January 30, 1995, Exhibit 4-N (a) File No. 001-01405, Form 8-K dated June 3, 2014, Exhibit 4.3 File No. 001-01405, Form 8-K dated May 5, 2015, Exhibit 4.2 File No. 001-01405, Form 8-K dated December 12, 2016, Exhibit 4.2 File No. 001-01405, Form 8-K dated June 21, 2018, Exhibit 4.2 File No. 001-01405, Form 8-K dated December 12, 2019, Exhibit 4.2 File No. 001-01405, Form 10-Q dated May 8, 2020, Exhibit 4.4 File No. 001-01405, Form 8-K dated June 9, 2020, Exhibit 4.4 File No. 001-01405, Form 8-K dated March 30, 2021, Exhibit 4.4 File No. 001-01405, Form 8-K dated February 15, 2022, Exhibit 4.4 312 Table of Contents Exhibit No. 4-25-12 4-25-13 4-26 Description Supplemental Indenture to Delmarva Power & Light Company Mortgage dated as of January 1, 2022 Location File No. 001-01405, Form 10-Q dated May 9, 2022, Exhibit 4.1 Supplemental Indenture to the Delmarva Power & Light Company Mortgage and Deed of Trust, dated as of March 1, 2023 File No. 001-01405, Form 8-K dated March 15, 2023, Exhibit 4.4 Gas Facilities Loan Agreement, dated as of July 1, 2020, between The Delaware Economic Development Authority and Delmarva Power & Light Company File No. 001-01405, Form 8-K dated July 1, 2020, Exhibit 4.1 Potomac Electric Power Company Exhibit No. 4-27 4-27-1 4-27-2 4-27-3 4-27-4 4-27-5 4-27-6 4-27-7 4-27-8 4-27-9 Description 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 Location File No. 2-2232, Registration Statement dated June 19, 1936, Exhibit B-4 (a) Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of December 10, 1939 8-K dated January 3, 1940, Exhibit B (a) Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of March 16, 2004 Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of May 24, 2005 Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of November 13, 2007 Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of March 24, 2008 Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of December 3, 2008 Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of March 11, 2013 Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of November 14, 2013 Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of March 11, 2014 File No. 001-01072, Form 8-K dated March 23, 2004, Exhibit 4.3 File No. 001-01072, Form 8-K dated May 26, 2005, Exhibit 4.2 File No. 001-01072, Form 8-K dated November 15, 2007, Exhibit 4.2 File No. 001-01072, Form 8-K dated March 28, 2008, Exhibit 4.1 File No. 001-01072, Form 8-K dated December 8, 2008, Exhibit 4.2 File No. 001-01072, Form 8-K dated March 12, 2013, Exhibit 4.2 File No. 001-01072, Form 8-K dated November 15, 2013, Exhibit 4.2 File No. 001-01072, Form 8-K dated March 12, 2014, Exhibit 4.2 313 Table of Contents Exhibit No. 4-27-10 4-27-11 4-27-12 4-27-13 4-27-14 4-27-15 4-27-16 4-27-17 4-28 Description Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of March 9, 2015 Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of May 15, 2017 Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of June 1, 2018 Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of May 2, 2019 Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of February 12, 2020 Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of February 15, 2021 Supplemental Indenture to Potomac Electric Power Company Mortgage dated as of March 1, 2022 Location File No. 001-01072, Form 8-K dated March 10, 2015, Exhibit 4.3 File No. 001-01072, Form 8-K dated May 22, 2017, Exhibit 4.2 File No. 001-01072, Form 8-K dated June 21, 2018, Exhibit 4.2 File No. 001-01072, Form 8-K dated June 13, 2019, Exhibit 4.2 File No. 001-01072, Form 8-K dated February 25, 2020, Exhibit 4.2 File No. 001-01072, Form 8-K dated March 30, 2021, Exhibit 4.4 File No. 001-01072, Form 8-K dated March 24, 2022, Exhibit 4.2 Supplemental Indenture to the Potomac Electric Power Company Mortgage and Deed of Trust, dated as of March 1, 2023 File No. 001-01072, Form 8-K dated March 15, 2023, Exhibit 4.6 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 (10) Material Contracts Exelon Corporation Exhibit No. 10-1 10-2 10-3 10-4 Description Transition Services Agreement, dated January 31, 2022, between Exelon Corporation and Constellation Energy Corporation Tax Matters Agreement, dated January 31, 2022, between Exelon Corporation and Constellation Energy Corporation Employee Matters Agreement, dated January 31, 2022, between Exelon Corporation and Constellation Energy Corporation Credit Agreement for $900,000,000 dated February 1, 2022, between Exelon Corporation and various financial institutions Location File No. 001-16169, Form 8K dated February 2, 2022, Exhibit 10.1 File No. 001-16169, Form 8K dated February 2, 2022, Exhibit 10.2 File No. 001-16169, Form 8K dated February 2, 2022, Exhibit 10.3 File No. 001-16169, Form 10-K dated February 25, 2022, Exhibit 10.40 314 Table of Contents Exhibit No. 10-5 10-6 10-7 10-8 10-9 10-10 10-11 10-12 10-13 10-14 10-15 10-15-1 10-16 Description Exelon Corporation Non-Employee Directors’ Deferred Stock Unit Plan (As Amended and Restated Effective April 28, 2020) Form of Exelon Corporation Unfunded Deferred Compensation Plan for Directors (as amended and restated Effective March 12, 2012) * Exelon Corporation Supplemental Management Retirement Plan (As Amended and Restated Effective January 1, 2009) * Exelon Corporation Annual Incentive Plan for Senior Executives (As Amended Effective January 1, 2014) * Exelon Corporation Employee Stock Purchase Plan, as amended and restated effective September 25, 2019 Exelon Corporation Employee Stock Purchase Plan for Unincorporated Subsidiaries, as amended and restated effective September 25, 2019 Location File No. 001-16169, Form 10-Q dated August 4, 2020, Exhibit 10.1 File No. 001-16169, Form 10-K dated February 13, 2015, Exhibit 10.3 File No. 001-16169, Form 10-K dated February 6, 2009, Exhibit 10.19 File No. 001-16169, Proxy Statement dated April 1, 2014, Appendix A File No. 001-16169, Form 10-Q dated October 31, 2019, Exhibit 10.3 File No. 001-16169, Form 10-Q dated October 31, 2019, 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 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 10.4 File No. 001-16169, Form 10-Q dated August 4, 2020, Exhibit 10.5 Exelon Corporation Senior Management Severance Plan File No. 001-16169, Form 10-K dated February 11, 2020, Exhibit 10.13 Exelon Corporation Senior Management Severance Plan as Amended and Restated effective February 1, 2024 Filed herewith. 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 10.21 315 Table of Contents Exhibit No. 10-17 10-17-1 10-18 10-19 10-20 10-21 10-22 Description Exelon Corporation Executive Death Benefits Plan dated as of January 1, 2003 * Location 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 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 Form of Exelon Corporation Change in Control Agreement File No. 001-16169, Form 10-Q dated October 26, 2016, Exhibit 10.1 Letter Agreement, dated June 4, 2020, between Exelon Corporation and William A. Von Hoene, Jr. File No. 001-16169, Form 10-K dated February 24, 2021, Exhibit 10.74 2023 Amendment to Certain Plans of Exelon Corporation Filed herewith. Commonwealth Edison Company Exhibit No. 10-23 10-24 Description 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 Credit Agreement for $1,000,000,000 dated February 1, 2022, between Commonwealth Edison Company and various financial institutions Location File No. 001-01839, Form 8-K dated July 17, 2020, Exhibit 10.1 File No. 001-01839, Form 10-K dated February 25, 2022, Exhibit 10.42 Baltimore Gas and Electric Company Exhibit No. 10-25 Description Credit Agreement for $600,000,000 dated February 1, 2022, between Baltimore Gas and Electric Company and various financial institutions Location File No. 001-01910, Form 10-K dated February 25, 2022, Exhibit 10.41 316 Table of Contents PECO Energy Company Exhibit No. 10-26 10-27 Description PECO Energy Company Supplemental Pension Benefit Plan (As Amended and Restated Effective January 1, 2009) Credit Agreement for $600,000,000 dated February 1, 2022, between PECO Energy Company and various financial institutions Location File No. 000-16844, Form 10-K dated February 6, 2009, Exhibit 10.20 File No. 000-16844, Form 10-K dated February 25, 2022, Exhibit 10.43 Atlantic City Electric Company, Potomac Electric Power Company, Delmarva Power & Light Company Description Bond Purchase Agreement, dated December 1, 2015, among Atlantic City Electric Company and the purchasers signatory thereto Credit Agreement for $900,000,000 dated February 1, 2022, between Potomac Electric Power Company, Delmarva Power & Light Company, Atlantic City Electric Company and various financial institutions Location File No. 001-03559, Form 8-K dated December 2, 2015, Exhibit 1.1 File Nos. 001-010172, 001-01405, 001-03559, Form 10-K dated February 25, 2022, Exhibit 10.44 Exhibit No. 10-28 10-29 (14) Code of Ethics Exelon Corporation Exhibit No. 14-1 Description Exelon Code of Conduct, as amended December 05, 2023 Location Filed herewith. (19) Insider trading policies and procedures Exelon Corporation Exhibit No. 19-1 Description Exelon Insider Trading Policy (97) Policy Relating to Recovery of Erroneously Awarded Compensation Exelon Corporation Location Filed herewith. Exhibit No. 97-1 Exhibit No. 21-1 21-2 21-3 21-4 Description Exelon Financial Restatement Compensation Recoupment Policy Location Filed herewith. Description Subsidiaries Exelon Corporation Commonwealth Edison Company PECO Energy Company Baltimore Gas and Electric Company 317 Table of Contents Exhibit No. 21-5 Description Pepco Holdings LLC 21-6 21-7 21-8 23-1 23-2 23-3 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 24-14 24-15 24-16 24-17 24-18 24-19 24-20 24-21 24-22 Potomac Electric Power Company Delmarva Power & Light Company Atlantic City Electric Company Consent of Independent Registered Public Accountants Exelon Corporation Commonwealth Edison Company Potomac Electric Power Company Power of Attorney (Exelon Corporation) Anthony K. Anderson Anna Richo Calvin G. Butler, Jr. W. Paul Bowers Marjorie Rodgers Cheshire Matthew Rogers Linda P. Jojo Charisse R. Lillie John F. Young Brian Segedi Power of Attorney (Commonwealth Edison Company) Calvin G. Butler, Jr. Ricardo Estrada Zaldwaynaka Scott Smita Shah Gil C. Quiniones Power of Attorney (PECO Energy Company) Nicholas Bertram Calvin G. Butler, Jr. John S. Grady Michael A. Innocenzo Sharmaine Matlock-Turner Michael Nutter Michelle Hong Power of Attorney (Baltimore Gas and Electric Company) 318 Table of Contents Exhibit No. 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 24-43 24-44 24-45 24-46 24-47 24-48 Description Calvin G. Butler, Jr. James R. Curtiss Carim V. Khouzami Keith Lee Rachel Garbow Monroe Byron Marchant Tim Regan Amy Seto Maria Harris Tildon Power of Attorney (Pepco Holdings LLC) Antoine Allen J. Tyler Anthony Calvin G. Butler, Jr. Debra P. DiLorenzo Benjamin Wu Linda W. Cropp Gayle Littleton Power of Attorney (Potomac Electric Power Company) J. Tyler Anthony Phillip S. Barnett Calvin G. Butler, Jr. Rodney Oddoye Valencia McClure Tamla Olivier Anne Bancroft Power of Attorney (Delmarva Power & Light Company) J. Tyler Anthony Calvin G. Butler, Jr. Power of Attorney (Atlantic City Electric Company) J. Tyler Anthony 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, 2023 filed by the following officers for the following registrants: Exhibit No. 31-1 Description Filed by Calvin G. Butler, Jr. for Exelon Corporation 319 Table of Contents Exhibit No. Description 31-2 31-3 31-4 31-5 31-6 31-7 31-8 31-9 31-10 31-11 31-12 31-13 31-14 31-15 31-16 Filed by Jeanne M. Jones for Exelon Corporation Filed by Gil C. Quiniones for Commonwealth Edison Company Filed by Joshua S. Levin for Commonwealth Edison Company Filed by Michael A. Innocenzo for PECO Energy Company Filed by Marissa Humphrey 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 J. Tyler Anthony for Pepco Holdings LLC Filed by Phillip S. Barnett for Pepco Holdings LLC Filed by J. Tyler Anthony for Potomac Electric Power Company Filed by Phillip S. Barnett for Potomac Electric Power Company Filed by J. Tyler Anthony for Delmarva Power & Light Company Filed by Phillip S. Barnett for Delmarva Power & Light Company Filed by J. Tyler Anthony 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, 2023 filed by the following officers for the following registrants: Exhibit No. 32-1 Description Filed by Calvin G. Butler, Jr. for Exelon Corporation 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 Filed by Jeanne M. Jones for Exelon Corporation Filed by Gil C. Quiniones for Commonwealth Edison Company Filed by Joshua S. Levin for Commonwealth Edison Company Filed by Michael A. Innocenzo for PECO Energy Company Filed by Marissa Humphrey 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 J. Tyler Anthony for Pepco Holdings LLC Filed by Phillip S. Barnett for Pepco Holdings LLC Filed by J. Tyler Anthony for Potomac Electric Power Company Filed by Phillip S. Barnett for Potomac Electric Power Company Filed by J.Tyler Anthony for Delmarva Power & Light Company Filed by Phillip S. Barnett for Delmarva Power & Light Company Filed by J. Tyler Anthony for Atlantic City Electric Company Filed by Phillip S. Barnett for Atlantic City Electric Company 320 Table of Contents Exhibit No. 101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE 104 Description 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. Inline XBRL Taxonomy Extension Schema Document. Inline XBRL Taxonomy Extension Calculation Linkbase Document. Inline XBRL Taxonomy Extension Definition Linkbase Document. Inline XBRL Taxonomy Extension Labels Linkbase Document. Inline XBRL Taxonomy Extension Presentation Linkbase Document. Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) __________ * Compensatory plan or arrangements in which directors or officers of the applicable registrant participate and which are not available to all employees. (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. 321 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. 322 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 21st day of February, 2024. SIGNATURES EXELON CORPORATION By: Name: Title: /s/ CALVIN G. BUTLER, JR. Calvin G. Butler, Jr. 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 21st day of February, 2024. Signature Title /s/ CALVIN G. BUTLER, JR. Calvin G. Butler, Jr. /s/ JEANNE M. JONES Jeanne M. Jones /s/ ROBERT A. KLECZYNSKI Robert A. Kleczynski President, Chief Executive Officer (Principal Executive Officer) and Director Executive Vice President and Chief Financial Officer (Principal Financial Officer) Senior Vice President, Corporate Controller and Tax (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 Anna Richo W. Paul Bowers Marjorie Rodgers Cheshire Matthew Rogers By: Name: /s/ GAYLE E. LITTLETON Gayle E. Littleton Linda P. Jojo Charisse R. Lillie John F. Young Bryan Segedi 323 February 21, 2024 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 21st day of February, 2024. SIGNATURES COMMONWEALTH EDISON COMPANY By: Name: Title: /s/ GIL C. QUINIONES Gil C. Quiniones 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 21st day of February, 2024. /s/ GIL C. QUINIONES Gil C. Quiniones /s/ JOSHUA S. LEVIN Joshua S. Levin /s/ STEVEN J. CICHOCKI Steven J. Cichocki Signature Title 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 Gil C. Quiniones, Attorney-in-Fact, on behalf of the following Directors on the date indicated: Calvin G. Butler, Jr. Ricardo Estrada By: Name: /s/ GIL C. QUINIONES Gil C. Quiniones Zaldwaynaka Scott Smita Shah 324 February 21, 2024 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 21st day of February, 2024. 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 21st day of February, 2024. Signature Title /s/ MICHAEL A. INNOCENZO Michael A. Innocenzo /s/ MARISSA HUMPHREY Marissa Humphrey /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: Nicholas Bertram Calvin G. Butler, Jr. John S. Grady By: Name: /s/ MICHAEL A. INNOCENZO Michael A. Innocenzo Sharmain Matlock-Turner Michael Nutter Michelle Hong 325 February 21, 2024 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 21st day of February, 2024. SIGNATURES BALTIMORE GAS AND ELECTRIC COMPANY By: Name: Title: /s/ CARIM V. KHOUZAMI Carim V. Khouzami 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 21st day of February, 2024. Signature Title /s/ CARIM V. KHOUZAMI Carim V. Khouzami /s/ DAVID M. VAHOS David M. Vahos /s/ JASON T. JONES Jason T. Jones 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 Carim V. Khouzami, Attorney-in-Fact, on behalf of the following Directors on the date indicated: Calvin G. Butler, Jr. James R. Curtiss Keith Lee Rachel Garbow Monroe By: Name: /s/ CARIM V. KHOUZAMI Carim V. Khouzami Byron Marchant Tim Regan Amy Seto Maria Harris Tildon 326 February 21, 2024 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 21st day of February, 2024. SIGNATURES PEPCO HOLDINGS LLC By: Name: Title: /s/ J. TYLER ANTHONY J. Tyler Anthony 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 21st day of February, 2024. Signature Title /s/ J. TYLER ANTHONY J. Tyler Anthony /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 J. Tyler Anthony, Attorney-in-Fact, on behalf of the following Directors on the date indicated: Antoine Allen Calvin G. Butler Jr. Debra P. DiLorenzo By: Name: /s/ J. TYLER ANTHONY J. Tyler Anthony Benjamin Wu Linda W. Cropp Gayle Littleton 327 February 21, 2024 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 21st day of February, 2024. SIGNATURES POTOMAC ELECTRIC POWER COMPANY By: Name: Title: /s/ J. TYLER ANTHONY J. Tyler Anthony 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 21st day of February, 2024. /s/ J. TYLER ANTHONY J. Tyler Anthony /s/ PHILLIP S. BARNETT Phillip S. Barnett /s/ JULIE E. GIESE Julie E. Giese Signature Title President, Chief Executive Officer (Principal Executive Officer) and Director Senior Vice President, Chief Financial Officer, Treasurer (Principal Financial Officer) and Director Director, Accounting (Principal Accounting Officer) This annual report has also been signed below by J. Tyler Anthony, Attorney-in-Fact, on behalf of the following Directors on the date indicated: Calvin G. Butler, Jr. Rodney Oddoye Valencia McClure By: Name: /s/ J. TYLER ANTHONY J. Tyler Anthony Tamla Olivier Anne Bancroft 328 February 21, 2024 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 21st day of February, 2024. SIGNATURES DELMARVA POWER & LIGHT COMPANY By: Name: Title: /s/ J. TYLER ANTHONY J. Tyler Anthony 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 21st day of February, 2024. Signature Title /s/ J. TYLER ANTHONY J. Tyler Anthony /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 J. Tyler Anthony, Attorney-in-Fact, on behalf of the following Directors on the date indicated: Calvin G. Butler, Jr. By: Name: /s/ J. TYLER ANTHONY J. Tyler Anthony February 21, 2024 329 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 21st day of February, 2024. SIGNATURES ATLANTIC CITY ELECTRIC COMPANY By: Name: Title: /s/ J. TYLER ANTHONY J. Tyler Anthony 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 21st day of February, 2024. Signature Title /s/ J. TYLER ANTHONY J. Tyler Anthony /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) 330 2023 AMENDMENT TO CERTAIN PLANS OF EXELON CORPORATION WHEREAS, Exelon Corporation (the “Company” or “Exelon”) and its subsidiaries sponsor and maintain for the benefit of certain of their employees and retirees (and their dependents) certain compensation and benefit plans and program listed on Appendix A (each a “Plan” and, collectively, the “Plans”); WHEREAS, on July 25, 2023, the Board of Directors of Exelon approved the Exelon Corporation Financial Restatement Compensation Recoupment Policy (the “Mandatory Clawback Policy”), in accordance with the requirements of Section 10D of the U.S. Securities Exchange Act of 1934, as amended, and Section 5608 of the Nasdaq Listing Rules; WHEREAS, pursuant to the Mandatory Clawback Policy, in the event of a Financial Restatement (as defined in the Mandatory Clawback Policy), the Company shall promptly recover certain incentive-based compensation and earnings accrued thereon from Executive Officers (as defined in the Mandatory Clawback Policy); WHEREAS, incentive-based compensation may include amounts provided as compensation or benefits under the Plans; WHEREAS, to reflect the requirements of the Mandatory Clawback Policy, the Company desires to amend the Plans to provide that compensation and benefits thereunder are subject to the Mandatory Clawback Policy; WHEREAS, the Company, through action of its Chief Human Resources Officer or other designated officer, is authorized to amend the Plans in these respects; and WHEREAS the Exelon Corporation Long-Term Incentive Plan and Key Management Severance Plan already provide for the clawback of compensation of benefits awarded thereunder. NOW, THEREFORE, BE IT RESOLVED, that the Plans set forth in Appendix A hereto are each hereby amended effective as of December 1, 2023 to provide that, notwithstanding any provision of any Plan to the contrary, compensation and benefits paid or payable under each Plan shall be subject to clawback in accordance with the terms and conditions of the Exelon Corporation Financial Restatement Compensation Recoupment Policy, as in effect from time to time, including any amendments thereto or new clawback policies required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing applicable stock exchange listing standards or rules and regulations thereunder, or as otherwise required by law or regulation; and FURTHER RESOLVED, that the Company officers and their delegates are hereby authorized to execute all agreements, documents, instruments and certificates as are necessary, advisable or appropriate to carry out the purposes and intent of the foregoing resolutions. ******************* IN WITNESS WHEREOF, the undersigned officer has executed the foregoing resolutions on behalf of the Company, this 21st day of December, 2023. EXELON CORPORATION By: _____________________________ Amy E. Best Executive Vice President and Chief Human Resources Officer APPENDIX A AMENDED PLANS Exelon Corporation Annual Incentive Program Exelon Corporation Supplemental Management Retirement Plan Exelon Corporation Deferred Compensation Plan Exelon Corporation Supplemental Pension Benefit 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 Group, 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 Pepco Holdings LLC Combined Executive Retirement Plan Each other plan or arrangement providing compensation or benefits that is subject to the Exelon Corporation Financial Restatement Compensation Recoupment Policy, as in effect from time to time.  EXELON CORPORATION SENIOR MANAGEMENT SEVERANCE PLAN (As Amended and Restated) EXELON CORPORATION SENIOR MANAGEMENT SEVERANCE PLAN (As Amended and Restated) 1. PURPOSE OF THE PLAN The Exelon Corporation Senior Management Severance Plan, as amended and restated herein (the “Plan”), is effective as of February 1, 2024 (the “Effective Date”) except as otherwise specifically provided herein, and supersedes in its entirety all prior versions of the Plan with respect to any Termination of Employment occurring on or after the Effective Date. The Plan is intended to encourage the attraction and retention of executives of Exelon Corporation (“Exelon”) and its participating subsidiaries. 2. ELIGIBILITY Each employee of the Company selected by the Plan Administrator whose position is in Salary Band E09 or above (an “Executive”) shall be eligible to participate in the Plan in the event of his or her Termination of Employment, other than an Executive whose Termination of Employment is governed by the terms and conditions of another separation or change in control plan or agreement between such Executive and the Company or an affiliate thereof. 3. PARTICIPATION Each eligible Executive shall become a participant in the Plan (a “Participant”) as of his or her Termination Date, subject to his or her timely execution of, and compliance with the terms and conditions of (a) a separation agreement with the Company (“Separation Agreement”), (b) a waiver and release of claims which has become irrevocable (“Waiver and Release”) and (c) non-solicitation, confidential information, and intellectual property covenants and, in the discretion of the Plan Administrator, non-competition covenants (collectively, “Restrictive Covenants”), each of the foregoing documents in such form as the Plan Administrator, in its sole discretion, may require. 4. BENEFITS In addition to payment of all Accrued Obligations, a Participant shall be entitled to the following benefits upon his or her Termination of Employment: 4.1. Severance Pay. Continued payment of (a) his or her Base Salary, and (b) if the Participant is a participant in the Annual Incentive Award Plan for the year in which the Termination Date occurs, his or her Target Incentive, each payable during the Severance Period in substantially equal regular payroll installments commencing within 45 days after his or her Termination Date. 4.2. Annual Incentive Awards. Each Participant who is a participant in the Annual Incentive Award Plan for the year in which the Termination Date occurs shall remain eligible to receive a pro-rated Annual Incentive based on the number of days elapsed during such year as of the Termination Date, payable at the time such awards are paid to active employees for such year (but not later than March 15 of the year following the 2 Termination Date). A Participant who is not a participant in the Annual Incentive Award Plan for the year in which the Termination Date occurs shall not be entitled to an Annual Incentive for such year, and the amount (if any) payable under any other annual incentive plan in which the Participate participates for such year shall be determined by the Plan Administrator in its sole discretion. 4.3. Long-Term Incentive Awards. Each of the Participant’s outstanding awards (if any) under the LTIP, including stock options, restricted stock, restricted stock units, restricted cash, performance shares, performance units and similar stock or cash incentive awards, shall become vested and payable to a Participant solely to the extent (and at the time) provided under the terms of the LTIP, applicable program and/or award agreement under which such awards are granted. 4.4. Health Care Coverage. (a) COBRA Coverage. During the Severance Period, a Participant (and his or her eligible dependents) who so elects shall be eligible to participate in the health care plans under which he or she was covered immediately prior to the Termination Date, in accordance with and subject to the terms and conditions of such plans as in effect from time to time. The Participant’s out of pocket costs (including premiums, deductibles and co-payments) for such coverage shall be the same as those in effect from time to time for active peer employees during such period. Such coverage shall be provided during the Severance Period in satisfaction of continuation coverage under Section 4980B of the Code and Section 601 to 609 of ERISA (“COBRA”) for such period. At the end of the Severance Period, COBRA continuation coverage at the Participant’s expense may be continued for any remaining balance of the statutory COBRA coverage period. (b) Retiree Coverage. A Participant who is in a classification and position eligible for retiree coverage as of his or her Termination Date and who, as of the last day of the Severance Period, has attained at least age 50 and completed at least 10 years of service (or who has completed such other age and service requirement then in effect under the Exelon Corporation Severance Benefit Plan or any successor plan as of the relevant time set forth in such plan) shall be entitled to elect to participate in such Company group health care programs that are then available to similarly situated retirees of his or her legacy Company who terminate employment as of the Termination Date. The eligibility for coverage and availability of programs or plans, the amounts charged for coverage, and the other terms, conditions and limitations under the Company’s group health care programs or plans shall remain subject to the Company’s right to amend, change or terminate such programs or plans at any time. 4.5. SERP / Other Deferred Compensation. With respect to a Participant who has a vested benefit and actively participates in a defined benefit pension plan as of his or her Termination Date, the Severance Period (but not to exceed 24 months) shall be taken into 3 account as service solely for purposes of determining, to the extent relevant under the qualified defined benefit pension plan then covering the Participant, the amount of the Participant’s regular accrued SERP benefit, but not for purposes of determining eligibility for early retirement benefits (including any social security supplement) or any other purpose. In determining the amount of the Participant’s benefit, if any, the severance payments made under Section 4.1 shall be considered as if such payments were normal base salary and incentive payments. All amounts previously deferred by, or accrued to the benefit of, such Participant under a non-qualified deferred compensation plan of the Company shall, to the extent vested, be paid in accordance with the Participant’s distribution election in effect thereunder as of the Termination Date (or, if no affirmative election is in effect as of such date, the default election applicable to the Participant). 4.6. Life Insurance and Disability Coverage. A Participant shall be eligible for continued coverage under the applicable life insurance and executive-only long term disability plans sponsored by the Company (or other equivalent coverage or benefits) through the last day of the Severance Period applicable to such Participant on the same terms and subject to the same terms and conditions as are applicable to active peer employees (including, without limitation, submission of proof by an Executive who seeks long term disability benefits that such Executive would have satisfied the conditions for such benefits had the Executive been an employee during the Severance Period and terminated employment on or before the last day of such period). 4.7. Outplacement and Financial Counseling Services. During the twelve-month period following the Termination Date, the Company shall reimburse the Participant for reasonable fees as incurred for services rendered by a professional outplacement organization approved by the Plan Administrator to provide individual outplacement services, and the Participant shall be eligible to receive financial counseling services consistent with the terms and conditions applicable to active peer executives under Exelon’s executive perquisite policy. 5. CHANGE IN CONTROL BENEFITS A Participant, whose Termination Date occurs during the period commencing ninety (90) days before a Change Date and ending on the second anniversary of such Change Date, shall be entitled to the payment of all Accrued Obligations and the following benefits in lieu of the benefits described in Section 4 hereof: 5.1. Severance Pay. Continued payment of (a) his or her Base Salary, and (b) if the Participant is a participant in the Annual Incentive Award Plan for the year in which the Termination Date occurs, his or her Target Incentive, each payable during the Severance Period in substantially equal regular payroll installments commencing within 45 days after his or her Termination Date. 5.2. Annual Incentive for Year of Termination. A pro-rated Annual Incentive under the annual incentive plan applicable to such Participant for the year in which the Termination Date occurs, based on the number of days elapsed during such year as of the Termination Date, payable at the time such awards are paid to active employees for such year (but not later than March 15 of the year following the Termination Date). 4 5.3. Long-Term Incentive Awards. (a) Stock Options. Each outstanding stock option granted to the Participant under the LTIP shall (i) become fully vested as of the Termination Date, and (ii) thereafter remain exercisable until the fifth anniversary of the Termination Date or, if earlier, the expiration date of any such stock option, provided that this provision shall not limit the right of the Company to cancel such stock options in connection with a Change in Control in accordance with the terms and conditions of the LTIP. (b) Restricted Stock, Stock Unit and Cash Awards. All forfeiture conditions that are applicable as of the Termination Date to any outstanding shares of restricted stock, restricted stock units or restricted cash awarded to the Participant under the LTIP shall (except as expressly provided to the contrary in such awards) lapse and such awards shall become fully vested as of the Termination Date. (c) Other LTIP Awards. To the extent the performance period applicable to any outstanding performance shares, performance units or similar stock or cash incentive awards granted to the Executive under the LTIP has ended as of the Termination Date (or, if later, the Change Date), including performance periods that are terminated early in connection with the Change in Control, such awards shall become fully vested and payable (to the extent not already paid), based on the performance level attained (or deemed to have been attained in connection with the Change in Control). To the extent the performance period applicable to any such award has not ended as of the Termination Date (or, if later, the Change Date), such award shall become fully vested and payable based on the extent to which the performance goals established under the LTIP for such performance period are attained as of the last day of the performance period. 5.4. Make-Whole if Termination Date Precedes Change Date. Notwithstanding the foregoing provisions of this Section 5, in the event the Participant’s Termination Date occurs during the 90-day period preceding the Change Date, then (i) any payments that would have been to the Participant earlier under Sections 5.1 or 5.2, had the Change Date preceded his or her Termination Date, will be paid in a lump sum within 45 days after the Change Date, (ii) none of the Participant’s LTIP awards described in Section 5.3 shall expire or be forfeited during the 90-day period preceding the Change Date, except to the extent they would have expired or been forfeited had the Participant remained employed until the Change Date, and (iii) any lapse of restrictions and vesting of such LTIP awards that would have occurred as of the Termination Date, had it been preceded by the Change Date, shall occur as of the Change Date. 5.5. Continuation of Welfare Benefits. (a) COBRA Coverage. During the Severance Period, a Participant (and his or her dependents) who so elects shall be eligible to participate in the health care plans under which he or she was covered immediately prior to the Termination Date, in accordance with and subject to the terms and 5 conditions of such plans as in effect from time to time. The Participant’s out of pocket costs (including premiums, deductibles and co-payments) for such coverage shall be the same as those in effect from time to time for active peer employees during such period. Such coverage shall be provided during the Severance Period in satisfaction of continuation coverage under COBRA for such period. At the end of the Severance Period, COBRA continuation coverage at the Participant’s expense may be continued for the remaining balance of the statutory COBRA coverage period, if any. (b) Retiree Coverage. A Participant who is in a classification and position eligible for retiree coverage as of his or her Termination Date and who, as of the last day of the Severance Period, has attained at least age 50 and completed at least 10 years of service (or who has completed such other age and service requirement then in effect under the Exelon Corporation Severance Benefit Plan or any successor plan as of the relevant time set forth in such plan) shall be entitled to elect to participate in such Company group health care programs that are then available to similarly situated retirees of his or her legacy Company who terminate employment as of the Termination Date. The eligibility for coverage and availability of programs or plans, the amounts charged for coverage, and the other terms, conditions and limitations under the Company’s group health care programs or plans shall remain subject to the Company’s right to amend, change or terminate such programs or plans at any time. 5.6. SERP/ Other Deferred Compensation. For purposes of the Participant’s SERP benefit (if the Participant then actively participates in a defined benefit pension plan), the Severance Period (but not to exceed 24 months) shall be taken into account as service solely for purposes of determining whether the Participant is vested and, to the extent relevant under the qualified defined benefit pension plan then covering the Participant, the amount of the Participant’s regular accrued SERP benefit, but not for purposes of determining eligibility for early retirement benefits (including any social security supplement) or any other purpose. In determining the amount of the Participant’s vested benefit, if any, the severance payments made under Section 5.1 shall be considered as if such payments were normal base salary and incentive payments. All amounts previously deferred by, or accrued to the benefit of, such Participant under a non-qualified deferred compensation plan of the Company shall, to the extent vested, be paid in accordance with the Participant’s distribution election in effect thereunder as of the Termination Date (or, if affirmative election is in effect as of such date, the default election applicable to the Participant) 5.7. Life Insurance and Disability Coverage. A Participant shall be eligible for continued coverage under the applicable life insurance and executive-only long term disability plans or programs sponsored by the Company (or other equivalent coverage or benefits) through the last day of the Severance Period applicable to such Participant on the same terms and subject to the same terms and conditions as are applicable to active peer employees (including, without limitation, submission of proof by an Executive who seeks long term disability benefits that such Executive would have satisfied the conditions for 6 such benefits had the Executive been an employee during the Severance Period and terminated employment on or before the last day of such period). 5.8. Outplacement and Financial Counseling Services. During the 12-month period following the Termination Date, the Company shall pay or cause to be paid on behalf of such Participant, as incurred, all reasonable fees and costs charged by a nationally recognized outplacement firm selected by such Participant for outplacement services. During such period, the Participant also shall be eligible to receive financial counseling services consistent with the terms and conditions applicable to active peer executives under Exelon’s executive perquisite policy as of the Termination Date. 5.9. Procedural Requirements. The Company shall strictly observe or cause to be strictly observed each of the following procedures in connection with any termination for Cause during the period commencing on a Change Date and ending on the second anniversary of such Change Date: an eligible Executive’s termination of employment shall not be deemed to be for Cause unless and until there shall have been delivered to such Executive a written notice of the determination of the Chief Executive Officer of the Company which is the Executive’s employer (“CEO”) (after reasonable written notice of such consideration by the CEO of acts or omissions alleged to constitute Cause is provided to such Executive and such Executive is given an opportunity to present a written response to the CEO regarding such allegations), finding that, in his or her good faith opinion, such Executive’s acts, or failure to act, constitutes Cause and specifying the particulars thereof in detail. 5.10. Sole and Exclusive Obligations. The obligations of the Company under this Plan with respect to any Termination of Employment under this Section 5 shall supersede and not duplicate any severance obligations of the Company in any other plan of the Company or prior agreement between such Participant and the Company or its predecessor in interest. 5.11. Payment Capped. If the Plan Administrator determines that any benefits paid or payable under this Plan to a Participant would give rise to liability of the Participant for the excise tax imposed by Section 4999 of the Code or any successor provision, then the amount payable to the Participant hereunder shall be reduced by the Company to the extent necessary so that no portion is subject to such excise tax; provided, however, such reduction shall be made only if it results in the Participant retaining a greater amount of benefits on an after-tax basis (taking into account the excise tax and applicable federal, state, and local income and payroll taxes) than the amount of benefits on an after-tax basis (taking into account the excise tax and applicable federal, state, and local income and payroll taxes) the Participant would have retained absent such reduction. In the event benefits are required to be reduced pursuant to this Section 5.11, then they shall be reduced in the following order of priority in a manner consistent with Section 409A of the Code: (i) first from cash benefits (ii) next from performance-vested equity benefits, with benefits having later payments dates being reduced first; (iii) next from time-vested equity benefits, with benefits having later payment dates being reduced first; and (iv) in the case of equity benefits having the same payments dates, pro-rata amongst all such benefits. The Plan Administrator shall, in its sole discretion, choose an independent public accounting firm or professional consulting services provider of national reputation and experience to make in writing in good faith all calculations and determinations under 7 this Section 5.11 including the assumptions to be used in arriving at any calculations. For purposes of making the calculations and determinations under this Section 5.11, the accountants may make reasonable assumptions and approximations concerning the application of Sections 280G and 4999 of the Code. The Plan Administrator shall furnish to the accountants information and documents as the Accountants may reasonably request to make the calculations and determinations under this Section 5.11 and shall bear all costs the accountants incur in connection with any calculations contemplated hereby. 6. TERMINATION OF PARTICIPATION; CESSATION OF BENEFITS; RECOUPMENT A Participant’s benefits under the Plan shall terminate on the last day of the Participant’s Severance Period; provided that a Participant’s right to benefits shall terminate immediately on the date that the Participant breaches any of the terms of his or her Separation Agreement, Restrictive Covenants or Waiver and Release, or if at any time the Company determines (in accordance with Section 5.9 with respect to a Participant receiving benefits under Section 5) that in the course of his or her employment the Executive engaged in conduct described in Section 7.5(b), (c), (d) or (e), in which case the Company may require the repayment of amounts paid pursuant to Section 4 or Section 5 (other than any Accrued Obligations) prior to such breach or other conduct, and shall discontinue the payment of any additional amounts under the Plan. To the extent that the Company makes payments and provides benefits to an Executive and the Executive either does not timely execute and deliver the Waiver and Release to the Company or revokes the Waiver and Release in accordance with its terms, Executive shall pay to the Company within 10 days following the expiration of the consideration period of the Waiver and Release or the date such Waiver and Release was revoked, a lump sum payment of all payments and the value of all benefits (other than Accrued Obligations) received by Executive to date hereunder. Notwithstanding any provision of the Plan or any Separation Agreement to the contrary, benefits paid or payable to a Participant under the Plan shall be subject to any executive or officer recoupment or claw back policy of the Board of Directors (including but not limited to Exelon’s Financial Restatement Compensation Recoupment Policy), as in effect from time to time. Any termination and/or recoupment of benefits under the Plan shall be in addition and without prejudice to any other remedies that the Company may elect to assert. 7. DEFINITIONS In addition to terms previously defined, when used in the Plan, the following capitalized terms shall have the following meanings unless the context clearly indicates otherwise: 7.1. “Accrued Obligations” means, the sum of a Participant’s (a) Base Salary (b) any annual incentive with respect to the preceding fiscal year, (c) any unused vacation or paid time off days and (d) any properly reimbursable business expenses; in each case which are accrued but unpaid as of the Termination Date. 7.2. “Annual Incentive” means (a) for purposes of Section 4 hereof, an amount to which a Participant would have been entitled under the Annual Incentive Award Plan based on the actual performance goals established pursuant to such plan and assuming a 8 “meaningful impact” individual performance rating, or (b) for purposes of Section 5 hereof, an amount to which a Participant would have been entitled under the Annual Incentive Award Plan (or any other short-term incentive plan of the Company or its successor applicable to such Participant in lieu of the Annual Incentive Award Plan) based on the actual achievement of performance goals established pursuant to such plan (or if such performance cannot reasonably be determined, the average of the actual Annual Incentives paid or payable to the Participant for each of the two calendar years preceding the Termination Date), assuming a “meaningful impact” individual performance rating (if applicable) and disregarding any reduction in a Participant’s Base Salary or Target Incentive (if any) occurring during the period beginning 90 days prior to the Change Date. 7.3. “Annual Incentive Award Plan”, means the Exelon Corporation Annual Incentive Award Plan (but not any other short-term incentive plan of a Company), or any successor plan thereto (including but not limited to any annual incentive plan of a successor to Exelon pursuant to a Change in Control). 7.4. “Base Salary” means (a) for purposes of Section 4, the annualized base salary payable to the Participant as of his or her Termination Date, and (b) for purposes of Section 5, the greater of the amount determined in the immediately preceding clause and 12 times the highest annualized base salary paid or payable to the Participant by the Company in respect of the 12-month period immediately before the Change Date. 7.5. “Cause” means, with respect to any Executive: (a) the refusal to perform or habitual neglect in the performance of the Executive’s duties or responsibilities, or of specific directives of the Board of Directors of a Company or the officer or other executive to whom the Executive reports which are not materially inconsistent with the scope and nature of the Executive’s employment duties and responsibilities; (b) the Executive’s willful or reckless commission of act(s) or omission(s) which have resulted in, or in the Company’s reasonable judgment are likely to result in, a material loss to, or material damage to the reputation of the Company or any of its affiliates, or that compromise the safety of any employee or other person; (c) the Executive’s commission of a felony or any crime involving dishonesty or moral turpitude; (d) the Executive’s material violation of Exelon’s or any of its affiliate’s Code of Business Conduct (including the corporate policies referenced therein), or of any statutory or common law duty of loyalty to Exelon or any of its affiliates; or (e) any breach by the Executive of one or more of the Restrictive Covenants. 7.6. “Change Date” means the date on which a Change in Control occurs. 9 7.7. “Change in Control” has the meaning set forth in the definition of such term in the LTIP. 7.8. “COBRA” has the meaning set forth in Section 4.4 hereof. 7.9. “Code” means the Internal Revenue Code of 1986, as amended. 7.10. “Company” means, individually and collectively, Exelon, Atlantic City Electric Company, Baltimore Gas and Electric Company, Commonwealth Edison Company, Delmarva Power & Light Company, Exelon Business Services Company, LLC, PECO Energy Company, PHI Service Company, Potomac Electric Power Company and any other subsidiary of the foregoing of which Exelon directly or indirectly owns at least 80% of the outstanding voting power and that is designated by the Plan Administrator as a participating employer in the Plan. 7.11. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. 7.12. “Executive” has the meaning set forth in Section 2 hereof. 7.13. “Exelon” has the meaning set forth in Section 1 hereof. 7.14. “Good Reason” means: (a) for purposes of Section 4 hereof, (i) a material reduction of an Executive’s base salary unless such reduction is part of a policy, program or arrangement applicable to peer executives of the Company or of the Executive’s business unit; (ii) a demotion below the Executive level; or (iii) with respect to Exelon’s Chief Executive Officer, a material adverse reduction in his or her position or duties, but excluding any such change caused solely by a disposition of all or a significant portion of a Company’s business or operations. (b) for purposes of Section 5 hereof, the occurrence of any one or more of the following actions or omissions that occurs during the period commencing on a Change Date and ending on the second anniversary of such Change Date: (i) a material reduction of an Executive’s base salary, incentive compensation opportunity or aggregate benefits; (ii) a material adverse reduction in the Executive’s position, duties or responsibilities (excluding, with respect to an Executive other than the Chief Executive Officer of a Company, a change in the position or level of officer to whom the Executive reports); 10 (iii) a relocation by more than 50 miles of (A) the Executive’s primary workplace, or (B) the principal offices of Exelon or its successor (if such offices are such Executive’s workplace), in each case without the Executive’s consent; provided, however, in both cases of (A) and (B) of this subsection (b)(iii), such new location is farther from the Executive’s residence than the prior location; or (iv) a material breach of this Plan by Exelon or its successor. (c) Limitations on Good Reason. Notwithstanding the foregoing provisions of this Section, no act or omission shall constitute a material breach of this Plan by Exelon, nor grounds for “Good Reason”: (i) unless the Executive gives the Plan Administrator a Notice of Termination at least 30 days prior to the Executive’s Termination Date, and the Company fails to cure such act or omission within the 30-day period; (ii) if the Executive first acquired knowledge of such act or omission more than 90 days before such Participant gives the Plan Administrator such Notice or Termination; or (iii) if the Executive has consented in writing to such act or omission. 7.15. “including” means including without limitation. 7.16. “LTIP” means the Exelon Corporation Long-Term Incentive Plan, as amended from time to time, or any successor thereto. 7.17. “Notice of Termination” means a written notice given by an Executive to the executive or officer to whom he or she reports and to the Plan Administrator which sets forth in reasonable detail the specific facts and circumstances claimed to provide a basis for a Termination of Employment for Good Reason. 7.18. “Participant” has the meaning set forth in Section 3 hereof. 7.19. “Person” means any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or government instrumentality, division, agency, body or department. 7.20. “Plan Administrator” means Exelon’s Vice President, Corporate Compensation or, in the event the person holding such position as of a Change Date ceases to hold such position during the succeeding 24 months, a person appointed by the majority of the member of the board of directors who were directors of Exelon immediately prior to the Change Date. 11 7.21. “Restrictive Covenants” has the meaning set forth in Section 3 hereof. 7.22. “Section” means, unless the context otherwise requires, a section of this Plan. 7.23. “Senior Executive Management” means (a) Exelon’s Chief Executive Officer, (b) each Executive Vice President or above who reports directly to Exelon’s Chief Executive Officer and/or is Exelon’s Chief Financial, Human Resources, or Legal Officer, and (c) each Chief Executive Officer of a Company. 7.24. “Separation Agreement” has the meaning set forth in Section 3 hereof. 7.25. “SERP” means the non-qualified supplemental defined benefit pension plan of the Company, if any, in which an Executive actively participates as of his or her Termination Date. 7.26. “Severance Period” means the period during which Base Salary and Target Incentive is payable to a Participant, based on his or her level of seniority and period of continuous service with the Company immediately preceding the Termination Date, as set forth below. (a) For purposes of Section 4 hereof, the Severance Period with respect to: (i) Senior Executive Management shall be 24 months (18 months if less than 2 continuous years of service; 12 months if less than one continuous year of service); (ii) Any Senior Vice President or above shall be 18 months ([15] months if less than 2 continuous years of service; [9] months if less than 1 continuous year of service); and (iii) any other Executive shall be 15 months (12 months if less than 2 continuous years of service; 6 months if less than 1 continuous year of service). (b) For purposes of Section 5 (i.e., Change in Control) hereof, the Severance Period with respect to: (i) Senior Executive Management shall be 2.99 years; (ii) any other Senior Vice President or above shall be 18 months; and (iii) any other Executive shall be 15 months. 7.27. “Specified Employee” means a “specified employee” within the meaning of Section 409A of the Code. 12 7.28. “Target Incentive” means an amount equal to the percentage of the Participant’s Base Salary (if any) to which he or she would have been entitled immediately prior to such date under the Annual Incentive Award Plan for the year in which the Termination Date occurs if the Participant were employed for the entire year and the performance goals established pursuant to such plan were achieved at the 100% (target) level. 7.29. “Termination Date” means the effective date of an eligible Executive’s Termination of Employment with the Company, which shall be the date on which such Executive has a “separation from service,” within the meaning of Section 409A of the Code; provided, however, that if the Executive terminates his or her employment for Good Reason, the Termination Date shall not be earlier than the thirtieth day following the Company’s receipt of such Executive’s Notice of Termination, unless the Plan Administrator consents in writing to an earlier Termination Date. 7.30. “Termination of Employment” means: (a) a termination of an eligible Executive’s employment by the Company for reasons other than for Cause or disability; or (b) a resignation by an eligible Executive for Good Reason. The following shall not constitute a Termination of Employment for purposes of the Plan: (i) a termination of employment for Cause, (ii) an Executive’s resignation for any reason other than for Good Reason, (iii) the cessation of an Executive’s employment with the Company or any Affiliate due to death or disability (as determined by the Plan Administrator in good faith), or (iv) the cessation of an Executive’s employment with the Company or any subsidiary thereof as the result of the sale, spin-off or other divestiture of a plant, division, business unit or subsidiary or a merger or other business combination followed by employment or reemployment with the purchaser or successor in interest to the Executive’s employer with regard to such plant, division, business unit or subsidiary, or an offer of employment by such purchaser or successor in interest on terms and conditions substantially comparable in the aggregate (as determined by the Plan Administrator in its sole discretion) to the terms and conditions of the Executive’s employment with the Company or its subsidiary immediately prior to such transaction. 7.31 “Waiver and Release” has the meaning set forth in Section 3 hereof. 8. FUNDING The Plan is an unfunded employee welfare benefit plan maintained for the purpose of providing severance benefits to a select group of management or highly compensated employees. Nothing in the Plan shall be interpreted as requiring the Company to set aside any of its assets for obligations under the Plan. No person entitled to benefits under the Plan shall have any right, title or claim in or to any specific assets of the Company, but shall have the right only as a general creditor to receive benefits from the Company on the terms and conditions provided in the Plan. 13 9. ADMINISTRATION OF THE PLAN The Plan shall be administered on a day-to-day basis by the Plan Administrator. The Plan Administrator has the sole and absolute power and authority to interpret and apply the provisions of this Plan to a particular circumstance, make all factual and legal determinations, construe uncertain or disputed terms and make eligibility and benefit determinations in such manner and to such extent as the Plan Administrator, in his or her sole discretion may determine. Benefits under the Plan will be paid only if the Plan Administrator, in his or her discretion, determines that an individual is entitled to them; provided, however, that any dispute after the claims procedure under Section 10 has been exhausted regarding whether an Executive’s termination of employment for purposes of Section 5 is based on either Good Reason or Cause may, at the election of the Executive, be submitted to binding arbitration pursuant to Section 11. The Plan Administrator may promulgate any rules and regulations it deems necessary to carry out the purposes of the Plan or to interpret the terms and conditions of the Plan; provided, however, that no rule, regulation or interpretation shall be contrary to the provisions of the Plan. The rules, regulations and interpretations made by the Plan Administrator shall, where appropriate, be applied on a consistent basis with respect to similarly situated Executives, and shall be final and binding on any Executive or former Executive and any successor in interest. The Plan Administrator may delegate any administrative duties, including, without limitation, duties with respect to the processing, review, investigation, approval and payment of severance pay and provision of severance benefits, to designated individuals or committees. The Plan Administrator may amend any Participant’s Separation Agreement to the extent the Plan Administrator determines it is reasonably necessary or appropriate to do so to comply with section 409A of the Code. 10. CLAIMS PROCEDURE The Plan Administrator shall determine the status of an individual as an Executive and the eligibility and rights of any Executive or former Executive as a Participant to any severance pay or benefits hereunder. Any Executive or former Executive who believes that he or she is entitled to receive severance pay or benefits under the Plan, including severance pay or benefits other than those initially determined by the Plan Administrator, may file a claim in writing with the Plan Administrator. Within 90 days after the receipt of the claim the Plan Administrator shall either allow or deny the claim in writing, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as practicable, but not later than 180 days after receipt of a request for review. A claimant whose claim is denied (or his or her duly authorized representative) may, within 60 days after receipt of the denial of his or her claim, request a review upon written application to Exelon’s Chief Human Resources Officer or other officer designated by Exelon and specified in the claim denial; review (without charge) relevant documents; and submit written comments, documents, records and other information relating to the claim. The Chief Human Resources Officer or other designated officer shall notify the claimant of his or her decision on review within 60 days after receipt of a request for review unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of a request for review. 14 Notice of the decision on review shall be in writing. The officer’s decision on review shall be final and binding on any claimant or any successor in interest. In reviewing a claim or an appeal of a claim denial, the Plan Administrator and the Chief Human Resources Officer or other officer designated by Exelon shall have all of the powers and authority granted to the Plan Administrator pursuant to Section 9. 11. STATUTE OF LIMITATIONS; ARBITRATION No Executive (or representative thereof) may bring any legal or equitable action to recover benefits under the Plan until he or she has exhausted the internal claims and appeals process described above. Any such action must be commenced no later than the first anniversary of a final decision on a claim for benefits (or such earlier date provided in any applicable statute of limitations). Any such action shall be brought exclusively in the federal courts in the Northern District of Illinois, provided that any dispute, controversy or claim between the parties hereto concerning whether an Executive’s termination of employment for purposes of Section 5 is based on either Good Reason or Cause may, at the election of the Executive, be settled by binding arbitration in Chicago, Illinois, before an impartial arbitrator pursuant to the rules and regulations of the American Arbitration Association (“AAA”) pertaining to the arbitration of commercial disputes. The costs and fees of the arbitrator shall be borne equally by the parties, regardless of the result of the arbitration. Notwithstanding anything to the contrary contained in this Section or elsewhere in this Plan, any party may seek relief in the form of specific performance, injunctive or other equitable relief in order to enforce the decision of the arbitrator, and the Company may seek injunctive relief to enforce the above-referenced statutes of limitations. 12. AMENDMENT OR TERMINATION OF PLAN The Talent Management and Compensation Committee of Exelon’s Board of Directors (or its delegate) may amend, modify or terminate the Plan at any time, and Exelon’s Chief Human Resources Officer may amend the Plan without action of such Committee with respect to matters other than eligibility and severance levels of executive officers at any time; provided, however, that no amendment, modification or termination shall deprive any Participant of any payment or benefit that the Plan Administrator previously has determined is payable under the Plan. Notwithstanding the foregoing, no amendment or termination that reduces the severance payments or materially adversely affects any Participant’s other benefits under Section 5 shall become effective as to such Participant during the 24-month period following a Change Date unless such Participant consents to such termination or amendment. Any purported Plan termination or amendment in violation of this Section 12 shall be void and of no effect. 13. MISCELLANEOUS 13.1. Limitation on Rights. Participation in the Plan is limited to the individuals described in Sections 2 and 3, and the benefits under the Plan shall not be payable with respect to any voluntary or involuntary termination of employment that is not a Termination of Employment. 13.2. Offset; No Mitigation. 15 (a) To the extent permitted by Section 409A of the Code, the amount of a Participant’s payments under Section 4 of this Plan may be reduced to the extent necessary to defray amounts owed by the Participant due to unused expense account balances, overpayment of salary, awards or bonuses, advances or loans. (b) A Participant shall not have any duty to mitigate the amounts payable by the Company under this Plan by seeking new employment following termination. Except as specifically otherwise provided in this Plan, all amounts payable pursuant to this Plan shall be paid without reduction regardless of any amounts of salary, compensation or other amounts which may be paid or payable to the Executive as the result of the Executive’s employment by another, unaffiliated employer. 13.3. Indemnification. Each Participant shall be indemnified and held harmless by the Company to the greatest extent permitted under applicable law and the Company’s by- laws (as in effect immediately preceding the Change Date with respect to a termination pursuant to Section 5) if such Participant was, is, or is threatened to be, made a party to any pending, completed or threatened action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding brought by a third party whether civil, criminal, administrative or investigative, and whether formal or informal, by reason of the fact that such Participant is or was, or had agreed to become, a director, officer, employee, agent, or fiduciary of the Company or any other entity which such Participant is or was serving at the request of the Company (“Proceeding”), against all expenses (including all reasonable attorneys’ fees) and all claims, damages, liabilities and losses incurred or suffered by such Participant or to which such Participant may become subject for any reason; provided, that the Participant provides the Plan Administrator written notice of any such Proceeding promptly after receipt and such that the Company’s ability to defend shall not be prejudiced in any fashion and the Company shall have the right to direct the defense, approve any settlement and shall not be required to indemnify the Participant in connection with any proceeding initiated by the Participant, including a counterclaim or crossclaim. 13.4. Severability. If any one or more Sections, subsections or other portions of this Plan are declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not serve to invalidate any Section, subsection or other portion not so declared to be unlawful or invalid. Any Section, subsection or other portion so declared to be unlawful or invalid shall be construed so as to effectuate the terms of such Section, subsection or other portion to the fullest extent possible while remaining lawful and valid. Notwithstanding the foregoing, in the event a determination is made that the Restrictive Covenants are invalid or unenforceable in whole or in part, then the Separation Agreement with respect to the Participant subject to such determination shall be void and the Company shall have no obligation to provide benefits under this Plan to such Participant. 13.5. Governing Law. The Plan shall be construed and enforced in accordance with the applicable provisions of ERISA and Section 409A of the Code. 16 13.6. No Right to Continued Employment. Nothing in this Plan shall guarantee the right of a Participant to continue in employment, and the Company retains the right to terminate a Participant’s employment at any time for any reason or for no reason. 13.7. Successors and Assigns. This Plan shall be binding upon and inure to the benefit of Exelon and its successors and assigns and shall be binding upon and inure to the benefit of a Participant and his or her legal representatives, heirs and legatees. No rights, obligations or liabilities of a Participant hereunder shall be assignable without the Plan Administrator’s prior written consent. In the event of the death of a Participant prior to receipt of severance pay or benefits to which he or she is entitled hereunder (and, with respect to benefits under Section 4 or Section 5, after he or she has signed the Waiver and Release), the severance pay described in Section 4.1 or 5.1, as applicable, shall be paid to his or her estate, and the Participant’s dependents who are covered under any health care plans maintained by the Company shall be entitled to continued rights under Section 4.4 or Section 5.5, as applicable; provided that the estate or other successor of the Participant has not revoked such Waiver and Release. 13.8. Notices. All notices and other communications under this Plan shall be in writing and delivered by hand, by nationally recognized delivery service that promises overnight delivery, or by first-class registered or certified mail, return receipt requested, postage prepaid, addressed as follows: (a) If to a Participant, to such Participant at his most recent home address on file with the Company; (b) If to the Company, to the Plan Administrator; (c) or to such other address as either party shall have furnished to the other in writing. Notice and communications shall be effective upon notice of delivery to the addressee. 13.9. Tax Withholding. The Company may withhold from any amounts payable under this Plan or otherwise payable to a Participant or beneficiary any federal, state, city and other taxes the Company determines to be appropriate under applicable law and may report all such amounts payable to such authority in accordance with any applicable law or regulation. 13.10. Section 409A and Changes to Law. (a) It is the intention of the Company that the provisions of this Plan comply with Section 409A of the Code, and all provisions of this Plan shall be construed and interpreted in a manner consistent with Section 409A of the Code. The Company shall administer and operate this Plan in compliance with Section 409A of the Code and any rules, regulations or other guidance promulgated thereunder as in effect from time to time and in the event that the Company determines that any provision of this Plan does not comply with Section 409A of the Code or any such rules, regulations or guidance and that as a result any Participant may become subject to a tax under Section 409A of the Code, notwithstanding Section 12, the 17 Company shall have the discretion to amend or modify such provision to avoid the application of such tax, and in no event shall any Participant’s consent be required for such amendment or modification. Notwithstanding any provision of this Plan to the contrary, each Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with amounts payable pursuant to this Plan (including any taxes arising under Section 409A of the Code), and the Company not shall have any obligation to indemnify or otherwise hold such Participant harmless from any or all of such taxes. (b) In the event that the Company determines that any provision of this Plan violates, or would result in any material liability (other than liabilities for the severance benefits) to the Company, under any law, regulation, rule or similar authority of any governmental agency the Company shall be entitled, notwithstanding Section 12, to amend or modify such provision as the Company determines in its discretion to be necessary or desirable to avoid such violation or liability, and in no event shall any Participant’s consent be required for such amendment or modification. (c) The payments under this Plan are designated as separate payments for purposes of the short-term deferral rule under Treasury Regulation Section 1.409A-1(b)(4), the exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A 1(b)(9)(iii), and the exemption for medical expense reimbursements under Treasury Regulation Section 1.409A 1(b)(9)(v)(B). As a result, (A) payments that are made on or before the 15th day of the third month of the calendar year following the year that includes the Participant’s Termination Date, (B) any additional payments that are made on or before the last day of the second calendar year following the year of the Participant’s Termination Date and do not exceed the lesser of two times the Participant’s annual rate of pay in the year prior to his termination or two times the limit under Section 401(a)(17) of the Code then in effect, and (C) continued medical expense reimbursements during the applicable COBRA period, are exempt from the requirements of Section 409A of the Code. (d) To the extent any amounts under this Plan are payable by reference to a Participant’s Termination of Employment, such term and similar terms shall be deemed to refer to such Participant’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Plan, to the extent any payments hereunder constitute “nonqualified deferred compensation,” within the meaning of Section 409A of the Code (a “Section 409A Payment”), and the Participant is a specified employee, within the meaning of Treasury Regulation Section 1.409A 1(i), as determined by the Company in accordance with any method permitted under Section 409A of the Code, as of the date of the Participant’s separation from service, each such Section 409A Payment that is payable upon such Participant’s separation 18 from service and would have been paid prior to the six-month anniversary of such Participant’s separation from service, shall be delayed until the earlier to occur of (i) the six-month anniversary of Participant’s separation from service and (ii) the date of Participant’s death. Further, to the extent that any amount is a Section 409A Payment and such payment is conditioned upon Participant’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, then such Section 409A Payment shall be paid or provided in the later of the two taxable years. (e) Any reimbursements payable to a Participant pursuant to this Plan or otherwise shall be paid to such Participant in no event later than the last day of the calendar year following the calendar year in which such Participant incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Plan shall not be subject to liquidation or exchange for any other benefit. Any tax gross-up payment payable to a Participant, whether under this Plan or otherwise, shall be paid to the Participant or to the applicable taxing authorities on the Participant’s behalf as soon as practicable after the related taxes are due, but in any event not later than the last day of the calendar year following the calendar year in which the related taxes are remitted to the taxing authorities. EXELON CORPORATION By: _______________________________ Executive Vice President and Chief Human Resources Officer  Exelon Corporation Code of Business Conduct Performance that Drives Progress ©Exelon Corporation. 2024. All rights reserved. Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 Exelon’s vision of performance that drives progress depends on each one of us committing to our values – every job, every shift, every day. Whether it’s our companywide commitments to safety, diversity, equity and inclusion, or the communities we serve, we must embrace the highest ethical standards as we pursue our business strategy. This is your entry point to the Exelon Code of Business Conduct. This is no poster on the wall. Our Code is an active and vibrant part of our everyday business: how we act, how we make decisions, how we treat our partners and colleagues, how we relate to the communities where we each live and work. The Code is designed for use – to answer questions you Our success depends on each of us living up to these standards. You have my commitment to do so and I expect the same from each and every one of you. Leadership Message may have about unclear situations, or simply to point you in the right direction. In short, our Exelon Code of Business Conduct outlines what is expected of all of us to meet our obligations, and gives us resources to understand these requirements and live up to them. Please read this Code carefully and, if you have any questions, ask your supervisor or contact Compliance & Ethics at EthicsOffice2@exeloncorp.com. Sincerely, Calvin Butler President and Chief Executive Officer ©Exelon Corporation. 2024. All rights reserved. ii Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 Table of Contents 04 Our Responsibilities 06 Our People 05 Following the Code Performance that Drives Progress 01 Our Purpose Special Responsibilities of Managers The Importance of Speaking Up and Seeking Help – Resources – Compliance & Ethics – Ethics Help Line and Web Portal – Reporting Possible Violations No Tolerance for Retaliation Making Ethical Decisions Investigations Certification of Compliance Disciplinary Action Waivers Promoting a Safe and Healthy Workplace Maintaining a Drug-Free and Alcohol-Free Workplace Living Diversity, Equity, and Inclusion Promoting a Respectful Workplace How We Uphold the Code Leadership Message 03 02 iiiCode of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. 07 Our Company 10 Conclusion 08 09 Avoiding Conflicts of Interest – Personal Relationships – Personal or Family Financial Interests – Gifts and Business Entertainment – Outside Employment and Other Activities – Corporate Opportunities Creating, Maintaining, and Disclosing Accurate Books and Records Managing Our Records Appropriately Protecting Company Assets – Protecting Our Confidential Information – Using Information and Communications Systems Responsibly Avoiding Insider Trading Competing with Integrity Promoting Fair Purchasing Practices Gathering Business Intelligence Ensuring Appropriate Affiliate Interactions Trading Energy Responsibly Protecting Personal Information Delivering on Quality, Reliability, and Customer Service Government Relations Fighting Bribery and Corruption Protecting the Environment Contributing to Our Communities Participating in Political Activities Communicating Publicly About Exelon Our Customers and Business Partners Our Communities iv Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Powering a cleaner and brighter future for our customers and communities. Our Purpose01 ©Exelon Corporation. 2024. All rights reserved. Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 Our Values We are dedicated to safety We are committed to maintaining the highest standards of safety and reliability for our people, our customers and the communities in which we work. As a fundamental part of our culture and operations, every member of the Exelon team is dedicated to putting safety first. We actively pursue excellence We are driven to excel. Recognizing the value of constant improvement, we reach beyond compliance to advance our processes and develop more efficient energy. In all we do, we passionately exceed the standards of our industry – and those we set for ourselves – creating value for our shareholders, customers and communities. We innovate to better serve our customers We see challenge as an opportunity to exercise our ingenuity and our competitive spirit. We encourage curiosity and exploration to develop better ways of delivering clean energy. We innovate with focus and intent, creating the solutions that matter most for our customers. We act with integrity and are accountable to our communities and the environment We are committed to doing what’s right. A deep connection to the communities we serve compels us to take responsibility for our work, and we actively look for ways to engage and give back. We value the environment and work to reduce our impact with future generations in mind. We succeed as an inclusive and diverse team We foster an inclusive culture of trust, collaboration, and performance. We welcome and respect people with different perspectives, backgrounds, and traits because we know that diverse teams drive powerful outcomes. Our Values ©Exelon Corporation. 2024. All rights reserved. 2 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 To deliver on our vision to provide reliable, clean, and affordable energy, each of us – our system engineers, customer support personnel, data analysts, security staff, administrative personnel, and senior executives – must play a key role in building a brighter, more sustainable future. How we run our business is just as crucial as the results we achieve. Our shared values shape how we work with each other, our customers and our communities. They reflect what is truly important to us as an organization. 02 Performance that Drives Progress They serve as the foundation of our culture and the Exelon Code of Business Conduct (the Code), and help guide behavior and decision making across Exelon. Wherever we operate, each one of us represents Exelon. Each of us is the face of the company in our local communities. Living the values every day and following the Code sets us apart from other companies and ensures performance that drives progress. 3Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Because we actively pursue excellence, each of us must reach beyond compliance. Setting the bar high strengthens our reputation as an industry leader and is the right way to conduct our business. While the Code cannot describe all situations where questions of ethics may arise, it is a resource for making effective, ethical business decisions. It enables us to identify situations that may raise ethical and legal issues. It also helps us understand what Exelon expects of each of us. 03 Following the Code We are all accountable for following the Code. Specifically, the Code applies to: • Employees, officers, and directors of Exelon and its subsidiaries • Third party vendors and contractors must adhere to the Code’s principles described in the Exelon Supplier Code of Conduct 4 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Our Responsibilities04 ©Exelon Corporation. 2024. All rights reserved. Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 We are all responsible for understanding and following the Code. In addition to its specific provisions, the Code requires that we: • Act with integrity • Have the courage to do the right thing • Foster a culture of safety and commitment to high ethical standards through actions and words • Hold ourselves and others accountable • Are honest • Follow the law, regulatory requirements and Exelon policies when conducting company business • Treat everyone with respect and decency • Use common sense and good judgment • Promptly seek guidance when unsure about the right thing to do • Speak up when we see a problem ©Exelon Corporation. 2024. All rights reserved. 6 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 Special Responsibilities of Managers and Supervisors Managers and Supervisors must: • Demonstrate the highest ethical standards and quality in their work and hold others to the same standards • Treat others with respect, while ensuring appropriate accountability • Not bend the rules or pressure others to do so • Understand and communicate laws, regulations, policies, and procedures affecting their areas of operation with support from the Legal Department, Compliance & Ethics, and other company subject matter experts • Encourage team members to speak up without fear of retaliation • Exercise meaningful oversight of employee actions implicating compliance and ethics • Act to prevent problems before they happen, and intervene early as problems emerge • Report problems or possible violations to Compliance & Ethics, HR, or the Legal Department • Promptly seek guidance when they are unsure about the right thing to do While we are all expected to do our part in understanding and following the Code, Exelon managers – from first-line supervisors to senior leaders – have an additional responsibility to lead by example and uphold our values. Oversight of External Business Partners Employees who engage or are responsible for overseeing external business partners must: • Provide effective oversight of vendors and contractor personnel to ensure third parties adhere to applicable contract terms, provisions of the Exelon Supplier Code of Conduct, and company policies and procedures • Take action – up to and including terminating a contract – if a vendor fails to honor its contractual commitments or violates the Supplier Code of Conduct, and report violations to Supply or Compliance & Ethics 7Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. An employee can seek assistance through any of the following options: • Department leadership • Human Resources • Compliance & Ethics • Ethics Help Line & Web Portal • Legal Department • Exelon Audit Services • Corporate and Information Security Services Compliance & Ethics can be reached: • Directly at EthicsOffice2@Exeloncorp.com; or • Through the Exelon Ethics Help Line Website An open culture that encourages us to voice our opinions and concerns will help us capture great ideas and mitigate risks we face. When people speak up, we innovate and improve, which drives progress at Exelon. When people speak up to report improper behavior, we can resolve issues before harm is done or ensure prompt, effective remediation of any harm that has occurred. We must seek advice when we’re unsure about the proper course of action. We also are required to speak up immediately if we see something that violates – or could violate – the law or the Code. If something does not feel right, we must take action to ensure that we maintain our standards and serve our customers well. Resources If policies and procedures do not provide clear direction, we should ask our managers or Compliance & Ethics for guidance. There are many resources available when employees have a question or need additional guidance, or when they need to raise a concern or report a potential violation. Supervisors and managers are the best initial resource. Compliance & Ethics Office Compliance & Ethics is responsible for administering Exelon’s Compliance & Ethics program. It is the primary resource for seeking guidance about the Code and is responsible for ensuring that all reports of potential violations are properly investigated and resolved. The Importance of Speaking Up and Seeking Help 8 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Exelon Help Line and Web Portal The Ethics Help Line and web portal are available 24 hours a day, every day of the year. Both have an anonymous reporting option. The Help Line is a dedicated resource for asking compliance and ethics questions, raising compliance and ethics concerns, and reporting suspected violations of the law or the Code. No attempt is made to identify individuals who choose to remain anonymous. All calls to the Help Line are answered by an independent third-party vendor that offers multilingual service. Caller ID is not used. A report of each call is forwarded to Compliance & Ethics for assessment and appropriate follow-up action. All reporters are issued a case number and a confidential Report Key and password that allows the reporter to follow up on a report, even if the reporter has chosen to remain anonymous. During a follow up, a reporter can access responses from Compliance & Ethics, including requests for additional information that may be required to investigate. The Ethics Help Line (with anonymous reporting option) can be reached: By phone: 1-800-23ETHIC (1-800-233-8442) Via web portal: On your Exelon Connect home page, click the Ethics Help Line tab located in the footer, and follow the prompts, or enter the following address into your browser: https://secure. ethicspoint.com/domain/media/ en/gui/71992/index.html 9Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Ethical, legal, and regulatory lapses can harm many Exelon stakeholders – including employees, customers, investors, and the communities we serve. They can also negatively impact our hard- earned reputation as an energy industry leader. We all have the responsibility to report promptly – and in good faith – any activity that may violate the Code or applicable laws, rules, or regulations. As noted in the Resources section, there are multiple options for reporting possible violations. Note that these options do not restrict employees in the exercise of their rights to report a concern to regulatory and law enforcement authorities including, but not limited to, the Equal Employment Opportunity Commission, Reporting Possible Violations the Federal Energy Regulatory Commission, the Department of Justice, and the Securities and Exchange Commission. All reports will be treated confidentially, to the fullest extent possible under the circumstances. Employees must cooperate completely and honestly in any investigation. When an allegation is substantiated Exelon will take appropriate corrective action, including measures to prevent similar issues from occurring in the future. For more information, see Management Model Procedure LE-AC-204, Reporting Potential Violations of the Code of Business Conduct. 10 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Exelon will not tolerate retaliation against anyone who, in good faith, raises a question or concern about a potential violation of the Code or potential non-compliance with applicable laws or regulations. Retaliation in any form – threats, harassment, intimidation, violence, reassignment, demotion, or firing – has no place in our organization. No Tolerance for Retaliation If any employee believes they have been subjected to retaliation for reporting a potential violation or participating in an investigation, the employee should immediately contact one of the entities listed in the Resources section. Anyone who threatens or engages in any act of retaliation is subject to discipline, up to and including termination. 11Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. How we make decisions says as much about who we are as a company as the decision itself. It is important to make decisions we can be proud of. Making Ethical Decisions Could I defend my action in front of supervisors, fellow employees, the general public and my family? Does it conform to Exelon’s policies and procedures? Would I mind my action being reported in media channels? Is my action legal? Is my action honest in every respect? Will my action comply with the intent and purpose of the Code? Do I feel comfortable taking the action? Do I have all the information I need to make a good decision? If I am not sure, have I sought advice? Asking ourselves the following questions before acting can help ensure we make the best choices for Exelon. 12 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. How We Uphold the Code05 ©Exelon Corporation. 2024. All rights reserved. Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 Exelon takes each report seriously, no matter how the report is received. Our procedures are designed to promptly review and address each issue. The Code requires us to participate completely and honestly in any investigation conducted by the company. Withholding information or being untruthful in an investigation can lead to discipline, up to and including termination. Investigations Certification of Compliance For more information, see Corporate Procedure LE-AC-205, Investigating and Resolving Alleged Violations of the Code of Business Conduct. All non-represented employees, officers, and directors of Exelon and its subsidiaries must complete a certification of compliance questionnaire each year, which is reviewed and followed up on, as appropriate, by Compliance & Ethics. Responses that identify potential violations of the law or Code will be appropriately investigated. ©Exelon Corporation. 2024. All rights reserved. 14 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 Disciplinary Action The Code is important to the company and violations will not be tolerated. The Code must be appropriately enforced, regardless of the seniority, role, or location of those involved in misconduct. Exelon will consider matters involving potential criminal conduct for referral to law enforcement. Disciplinary action may be taken against any Exelon employee, officer, or director who: • Authorizes or participates in actions that violate the Code or the law • Fails to report or discourage the reporting of a Code violation • Fails to cooperate with an investigation, conceals information, or otherwise intentionally obstructs an investigation by the company • Retaliates or discriminates in any way against anyone who, in good faith, reports a suspected Code or legal violation or cooperates in an investigation of a suspected violation • Fails to complete or falsely completes a certification of compliance or related questionnaire Discipline may include: • Reprimand or warning • Suspension or other administrative leave • Demotion • Reduction of bonus or incentive award • Required restitution for losses or damages • Termination of employment 15Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. A waiver of any provision of the Code will be made only in exceptional circumstances. Requests for waivers must be submitted to the Chief Compliance & Ethics Officer for review and resolution. Any request for a waiver by any director or executive officer must be submitted to Exelon’s Board of Directors or a Board committee. In addition, any waiver of a provision in the Code for any director or executive officer must be disclosed to shareholders. Waivers 16 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Our People06 ©Exelon Corporation. 2024. All rights reserved. Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 Promoting a Safe and Healthy Workplace We must maintain the highest standards of safety and reliability for our people, our customers, and the public. How We Live Our Values ©Exelon Corporation. 2024. All rights reserved. 18 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 “Safety first” requires us to: • Not engage in any behavior that poses a risk to the safety of our coworkers, customers, or communities • Report to work fit for duty, take responsibility for our own safety, and look out for the safety of others • Know and follow all health and safety laws and regulations, as well as Exelon policies, procedures, and established practices • Eliminate potential hazards and continually improve safety performance in all areas of the company • Not take unnecessary risks on the job • Stop work immediately if it cannot be done safely • Speak up immediately if we: – See a health or safety hazard – Have a safety incident or near-miss – Observe threatening or violent behavior – Observe any other behavior or event that could indicate a safety risk • Not possess any weapons, explosives, or incapacitating devices while on duty, on company property or job sites, or while in company vehicles (unless specifically authorized by company policies) What’s Expected We are dedicated to safety – this is an Exelon value. Our people do complicated work that can be dangerous if not performed in a safe manner. Maintaining the highest standards of safety and reliability helps keep our people, customers, and the public free from harm, our job sites secure, and our productivity levels high. No job is so important and no schedule so urgent that we can’t take the time to plan, perform, and supervise work in a safe and compliant manner. We seek to prevent all accidents and injuries, and Exelon will provide the resources needed to keep our worksites safe and healthy. In turn, we are all accountable for properly using these resources to eliminate health and safety hazards. Our commitment to safety also includes protecting our employees from the risk of violence in the workplace. Acts of violence, threats and physical intimidation are strictly prohibited at any Exelon work location. Why It’s Important 19Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. The Right Decisions A co-worker recently challenged our supervisor regarding a work plan for a new project, suggesting we consider a different approach because of concerns for the safety of the employees performing the work. The suggested alternative would lengthen the time to complete the project and the supervisor rejected it without discussion. Should I pursue the issue further? Yes. Our commitment to employee safety must come first. You and your co-workers may be able to get your supervisor to reconsider and discuss the safety issue. If you’re not comfortable having that conversation and the concerns persist, the situation must be reported either up the management chain or to Compliance & Ethics, the Legal Department, or Human Resources. A Q 20 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Maintaining a Drug-Free and Alcohol-Free Workplace How We Live Our Values We require a drug-free and alcohol-free workplace to support Exelon’s commitment to the safety and health of our people and the public. Safety is our priority. To do our work safely and effectively, we must be able to think clearly and react quickly. The health, safety, and performance of everyone at Exelon demands that we are free from any substances – including drugs and alcohol – that could prevent us from doing our jobs properly. Maintaining a drug- and alcohol-free workplace requires that we must: • Not use, possess, or be under the influence of illicit drugs or alcohol while on duty, on company property or job sites, or in company vehicles • Follow all laws and regulations governing the use or possession of alcohol and drugs • Speak up immediately if we observe a colleague who may be under the influence of alcohol or drugs while at work • Use good judgment when alcohol is served at Exelon-sponsored events • Inform Exelon’s Occupational Health and Safety Department if using, for medical reasons, any prescription or non-prescription drug that may impair alertness or judgmentWhy It’s Important What’s Expected For more information, see HR-AC-16, our Drug and Alcohol Policy. 21Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. The Right Decisions I recently noticed that a co-worker had alcohol on his breath while at work the last few mornings. Do I need to report it to someone? Yes. We can’t ignore potential violations of our Drug and Alcohol policies. Employees under the influence of drugs or alcohol pose a safety risk to themselves, other employees, and customers. We also want to encourage employees who may be suffering from substance abuse to use the resources provided by the company, such as the Employee Assistance Program (EAP). You must immediately report your observations to your supervisor or, if that is uncomfortable or impractical, to Human Resources or Compliance & Ethics. A Q 22 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Living Diversity, Equity, and Inclusion How We Live Our Values At Exelon, we value our differences in background, skills, perspectives, and thinking. We must make the most of everyone’s contribution to collaborate, innovate and perform to our full potential. Exelon operates in a world that’s extremely diverse. Valuing individual differences in race, color, national origin, ethnicity, gender, sexual orientation, gender identity, disability, religious affiliation, experience, and thought makes us a stronger, more successful organization. When we’re inclusive, we all contribute to solving problems, overcoming challenges, and achieving our vision of performance that drives progress. Diversity, Equity, and Inclusion at Exelon strengthen us because they: • Foster an environment of mutual respect and trust, in which each of us has the opportunity to grow and contribute • Enable us to attract, retain, and develop colleagues who will best serve and represent our customers, shareholders, partners, and communities • Provide different viewpoints that promote innovation, drive powerful outcomes, and ultimately make the company more successful We must: • Welcome and respect people with different perspectives, backgrounds, and traits • Evaluate individuals based on qualifications and demonstrated skills and achievements without regard to personal characteristics, including race, color, national origin, ethnicity, gender, sexual orientation, gender identity, disability, or religious affiliation • Consider a diverse range of candidates in hiring, promotion, and other employment decisions • Promote communication that is open, direct, honest, and respectful For more information, see our Diversity, Equity & Inclusion page on Exelon Connect and Diversity & Inclusion Annual Report. Why It’s Important What’s Expected 23Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. The Right Decisions We are looking for a new technician at one of our facilities. One of the applicants is missing a limb. He has a prosthetic and has the right training, but some people on the hiring team have questioned whether his disability will limit his ability to complete his job duties in an effective and timely manner. How should this situation be handled? We succeed as an inclusive and diverse team. Basing a hiring decision in whole or in part on an applicant’s disability may violate the law. An applicant with a disability should not be excluded from consideration based on assumptions or misperceptions. Talent Acquisition, Human Resources, Occupational Health and Safety, and the Legal Department should be consulted so they can work collaboratively with management and the applicant to determine whether the applicant’s disability restricts his ability to perform the essential functions of his job and, if so, whether reasonable accommodations exist that will permit him to perform those essential functions. The fact that a reasonable accommodation may be required should not affect our evaluation of his candidacy. If this candidate can perform all the essential functions of the position with reasonable accommodation, hiring him offers the benefits that a different perspective and experience will bring to the team. A Q Calvin Butler Incorporating diverse perspectives into our thinking leads to greater innovation, increased employee engagement, and better solutions to take advantage of opportunities and overcome challenges. 24 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Promoting a Respectful Workplace How We Live Our Values At Exelon, we thrive by treating each other with respect, fairness, and dignity. Our people have the right to work in an atmosphere free from harassment. A respectful workplace allows us to focus on what’s important: collaborating with each other to provide reliable, clean, and affordable energy. The Code prohibits harassment in connection with any interaction with coworkers or customers or any time we are representing the company in any way. Harassment also violates our values and often the law – and it won’t be tolerated. A respectful workplace requires that we: • Deal with others in a considerate, courteous, and respectful manner For more information, see HR-AC-72, our Policy Against Discrimination, Harassment, and Retaliation, and HR-AC-73, our Policy Against Sexual Harassment. Why It’s Important What’s Expected • Think about how our actions and comments might be received by others before we act or speak • Not make – or tolerate – comments, insults, jokes, or slurs with sexual, racial, gender, or ethnic innuendo • Not engage in conduct, whether verbal or physical conduct that another person would reasonably find threatening or humiliating • Not display or share images that contain stereotypes or insults based on race, color, religion, sex, age, or disability • Provide a work environment free of unwelcome sexual advances and requests for sexual favors, and not engage in any other unwelcome verbal or physical conduct of a sexual nature toward coworkers, customers, or others while representing the company • Report harassment we experience or observe • Not retaliate against anyone who, in good faith, reports potential harassment or other misconduct 25Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. The Right Decisions After completing a large project, our team celebrated with a company-sponsored dinner at a local restaurant. After several drinks, one of my co-workers told several sexually suggestive jokes and made a similarly themed comment about one of our female co-workers who was present, but out of earshot. Several other employees looked uncomfortable, but no one said anything. Shortly afterward, I noticed one female co- worker leave the restaurant abruptly. What should I do? You should speak up. If you are comfortable doing so, tell your co-worker that the jokes and comments are unwelcome and inappropriate. Whether you address it directly or not, you must report the incident to your supervisor, HR, and/or Compliance & Ethics. Although the dinner was off company premises, it was a work-related event and Exelon’s expectations regarding values and acceptable behavior apply. Fostering a culture of trust, collaboration, and performance means that no employee should be made to feel uncomfortable, even in a more informal “social” setting with co-workers. A Q 26 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Our Company07 ©Exelon Corporation. 2024. All rights reserved. Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 Avoiding Conflicts of Interest We must make decisions and act in the best interests of Exelon, not allowing our personal interests to get in the way of what’s right for our business, customers, or shareholders. How We Live Our Values ©Exelon Corporation. 2024. All rights reserved. 28 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 To avoid conflicts of interest or the appareance of a conflict you should: • Not participate in any activity, interest, or association that could compromise your individual judgment or prevent you from acting in the best interests of the company • Avoid actions that could cause an uninvolved observer to reasonably question your objectivity • Seek guidance from a manager or the Compliance & Ethics Office whenever there is a question concerning an actual or potential conflict of interest • Promptly disclose all potential conflicts to Compliance & Ethics • Remove yourself from the decision-making process in any situation that might present even the appearance of a conflict of interest What’s Expected Conflict of Interest Quick Test If I take this course of action: 1. Will I feel obligated to someone else? 2. Am I acting inconsistently with Exelon’s interests? 3. Could my independent judgment be compromised? 4. Could an uninvolved observer reasonably question my objectivity? If you answer “yes” to any of these questions, a real or perceived conflict of interest may exist. Immediately seek guidance from a manager or Compliance & Ethics. With every business decision and choice that we make, we have an impact on the performance and reputation of Exelon. Our decisions must be based on the facts and our best judgment, while being mindful of our values and what’s best for the company. Allowing personal interests, relationships, or activities outside of work to interfere with our jobs or our ability to make objective business decisions for the good of Exelon is a conflict of interest. Such conflicts must be avoided because they can harm our effectiveness as well as our reputation for integrity. Even the appearance of a conflict of interest can make others think we are acting improperly. Many conflicts of interest can be avoided or addressed if promptly disclosed and properly managed. This section provides guidance on some of the more common conflicts of interest, but it cannot cover every situation we may face. Why It’s Important 29Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. To avoid conflicts of interest or the appearance of a conflict, we must: • Make decisions objectively, without favoritism and in the best interest of Exelon • Promptly disclose to Compliance & Ethics or Human Resources any personal relationships that create or appear to create a conflict of interest • Not manage any business relationship if the business partner employs someone with whom we have a close personal or family relationship • Recuse ourselves from employment decisions (including interviewing, hiring, promoting, or disciplining) that involve anyone with whom we have a close personal or family relationship • Not supervise, directly or indirectly, anyone with whom we have a close personal or family relationship We must avoid conflicts of interest by: • Ensuring that our own investments and business relationships do not conflict with our obligation to act in the best interests of Exelon • Promptly disclosing to Compliance & Ethics any investments or business or personal relationships that might create, or appear to create, a conflict of interest • Disclosing any material financial interest in any organization that does business, seeks to do business, or competes with Exelon to Compliance & Ethics to determine whether a potential conflict of interest can be appropriately managed What does “material financial interest” mean? “Material financial interest” means having any financial involvement or ownership interest that might influence or reasonably be thought by others to influence an employee’s judgment or action in the conduct of Exelon’s business. You should consult Compliance & Ethics for guidance regarding whether specific financial interests are material. Personal Relationships Personal relationships with family members, close friends, or romantic partners must not impact, or even appear to impact, our judgment and decision making for Exelon. Personal or Family Financial Interests Considerations of personal finances (or those of family and friends) must not impair our ability to make objective decisions on behalf of and in the best interests of the company. This may include investment in, or ownership of, an Exelon competitor, supplier, contractor, or partner. 30 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Gifts and Business Entertainment To maintain integrity in our business relationships, you must not offer or accept a gift, entertainment, or anything of value that is intended to influence a business decision or official action relating to Exelon or might be perceived that way by others. Avoid conflicts of interest in business relationships by recognizing your obligation to: • Not offer or accept any gift of more than modest value • Not accept any monetary gifts, such as cash, gift cards or personal discounts • Ensure that all business entertainment has a legitimate business purpose • Decline lavish or extravagant gifts or offers of entertainment and explain that company policy prohibits accepting them (see examples below) • Decline offers of business entertainment from any third party where significant decisions about the third party are pending (e.g., a vendor is on a Supplier Performance Improvement Plan or engaged in a significant dispute with Exelon or there is a pending business transaction of particular significance to Exelon or the third party) • Obtain prior guidance from Compliance & Ethics if there is any question whether it is appropriate to accept a particular gift or offer of business entertainment. • Accurately account for any gifts or entertainment given to third parties in expense records • Consider the nature of the event and consult Compliance & Ethics before accepting offers of travel or lodging from a third-party • Ensure that any offer or gift of anything of value to a government official or employee complies with Exelon’s Interactions with Public Officials policy, LE-AC-POL8. If there is any question whether a gift, offer of entertainment, or anything else of value may be offered or provided consistent with this policy, seek advice and advance approval from Compliance & Ethics The Right Decisions I have been working with a certain vendor for years. I know the owners and most of their employees pretty well. I am often asked by others at Exelon for input on the vendor’s performance, although I don’t have direct involvement in payment issues or renewal decisions. During the holidays, they usually send me a gift basket of food that I set out for my team to share. This year, the vendor included a $50 gift card, sent to me personally, with a nice note. I am certain the gift card won’t influence my treatment of the vendor and I don’t want to insult them. Can I keep the gift card? No. A gift card for any amount is no different from cash and accepting it sends the wrong message, even if the sender is well-intentioned. All cash and cash equivalents received from third parties must be declined. You should return it with a polite note explaining that company policy prevents you from accepting. A Q 31Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Here are some examples of generally acceptable gifts and business entertainment, as well as some examples of gifts and entertainment that are generally unacceptable and must be declined or reviewed by management and Compliance & Ethics to determine if the circumstances allow for acceptance: Generally Acceptable Entertainment • Infrequent meals of reasonable value at business-appropriate locations • Providing third parties with occasional meals, entertainment, refreshments or incidental hospitality Gifts • Mementos, advertising novelties and souvenirs, and promotional or logoed items of modest value • Small personal gifts or expressions of gratitude, such as flowers Educational and Training Programs • Participation in routine training and professional development opportunities offered by vendors, such as seminars and panel presentations, that do not involve lavish meals or entertainment Generally Unacceptable Entertainment • Tickets to a playoff game, championship, or other high profile sporting event (for example, the Super Bowl, the Stanley Cup Finals, the World Series, the World Cup, etc.) • Any entertainment offered by a supplier if significant decisions about the supplier are pending and the recipient will play a direct or indirect role in that decision • All-expenses-paid trips sponsored by a supplier • Lavish entertainment or meals at expensive restaurants • Visiting an adult entertainment venue or other questionable locale • Frequent meals and entertainment from a continuing business supplier Gifts • Cash, gift certificates, or cash equivalents • Personal discounts or loans • Lavish or extravagant personal gifts What does "lavish" or "extravagant" mean? Whether a gift or offer of entertainment is "lavish” or “extravagant" is a common- sense determination of reasonableness based on all the circumstances. If you have any question at all about whether it is appropriate to accept a particular gift or offer of entertainment, you should consult Compliance & Ethics. 32 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Outside Employment and Other Activities Exelon encourages our people to lead full and productive lives outside of work. While at work, we must give our best effort every day, not allowing outside jobs or other activities to hinder our contributions to Exelon and our customers. Outside activities – such as community work or serving on the board of a non-profit, or on an educational or residential board – are encouraged as long as they do not interfere with our ability to fulfill our Exelon responsibilities. Corporate Opportunities We must always put Exelon’s interests ahead of our own. Any business opportunities we discover, through our work or the use of company property or information, belong to Exelon and must not be used for our personal benefit. To avoid conflicts of interest we must: • Disclose and obtain prior approval for all outside employment or consulting opportunities (even short-term or hourly consulting engagements) • Ensure that outside activities do not interfere or create conflicts of interest with our Exelon job responsibilities or performance • Obtain approval from the Office of Corporate Governance before serving on any board or advisory board of any for-profit organization • Not conduct outside business, political campaigns or other similar activities while working on company time • Not use Exelon resources to conduct activities unrelated to company business • Not work for a competitor, supplier, or other entity likely to do business with the company To avoid conflicts of interest we must: • Not take for ourselves opportunities discovered through the use of company property, company information, or our position with the company • Not compete against Exelon or assist others in doing so 33Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Creating, Maintaining, and Disclosing Accurate Books and Records We must maintain complete and accurate records to make responsible business decisions and provide truthful and timely information to Exelon shareholders, investors, regulators, and other stakeholders. How We Live Our Values Business and financial records are essential to our business operations. Exelon relies on the integrity and accuracy of these records to make strategic decisions. Similarly, investors, government agencies, regulators, and others rely on the integrity and accuracy of our records and disclosures.. Each of us is responsible for the accuracy of all the records we generate and data we input – from individual timecards to corporate balance sheets to equipment maintenance records. Accurate and transparent record keeping protects our reputation, promotes organizational efficiency and safety, and helps us meet our legal and regulatory obligations. It’s also essential in helping our business better serve our customers. Creating and maintaining accurate books and records and ensuring accurate disclosures requires that we: • Follow generally accepted accounting principles and all procedures and guidelines in our internal control systems • Not keep off-the-books accounts or false or incomplete records Why It’s Important What’s Expected • Not make an entry in any record that misrepresents, conceals, or disguises the true nature of any transaction, event, or condition • Record all business transactions, events, and conditions accurately, completely, and in a timely fashion • Ensure there is clear, complete, fair, and accurate reporting of financial and non financial information pertaining to business transactions • Follow all delegation of authority and segregation of duties requirements established by the company involving the authorization, creation, approval, and reconciliation of transactions • Provide receipts and back-up documentation when required • Not mislead or misinform anyone about our business operations or finances • Immediately report any requests to manipulate accounts, books and records, or financial reports, and any suspected misconduct regarding accounting, internal controls, or auditing matters to Compliance & Ethics, Exelon Audit Services, or the Legal Department • Report to Exelon Audit Services any accounting or internal control deficiencies that could adversely affect Exelon’s ability to accurately record, process, or report financial or operations data 34 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Managing Our Records Appropriately How We Live Our Values We must accurately manage our records to protect Exelon’s proprietary and confidential information and meet our legal and regulatory obligations. Proper records management is essential to the vital flow of information within Exelon. It also reduces risks associated with outdated information and helps us meet our legal obligations and respond appropriately in legal and regulatory proceedings. Why It’s Important Proper records management requires that we: • Maintain, retain, and dispose of business records in accordance with Exelon’s Records Management Policy • Abide by all notices for the retention of documents issued by the Legal Department • Contact Compliance & Ethics or the Legal Department with any questions about what to retain or discard, or for help understanding or complying with any record hold or retention notice What’s Expected For more information see LE-AC-4, our Corporate Policy on Records and Information Management, Retention and Disposition, and LE-AC-401, our Corporate Procedure on Records and Information Management, Retention and Disposition. 35Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Company records can include: • Communications in any form or media • Policies and procedures • Purchase orders and invoices • Contracts • Reports, memos, analyses, maps, schedules, tables, presentations, and financial models • Personnel files • Production reports Company records come in all formats and media, including: • Paper documents, including correspondence, engineering drawings, architectural plans, charts, records, sketches, and maps • Photographs, prints, and electronic media files • Electronic records, including databases, email, chat and text messages and other forms of electronic communication, and documents such as spreadsheets, presentation decks, and written materials • Audio and video recordings, including voice mail • Microfilm, microfiche, aperture cards, and other microform media Note that whether something is a company record is determined by its content, not where and how it is stored. 36 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Protecting Company Assets How We Live Our Values We must protect Exelon’s assets and use them responsibly so we can better serve our customers and thrive in a dynamic industry. Exelon’s assets are essential to running our company efficiently, effectively, and profitably. They are the resources we use to drive progress. While our responsibilities will vary depending on the type of asset and our individual roles within Exelon, one thing remains the same – each of us is responsible for protecting company assets. • Physical assets include anything tangible that we use to conduct our business, from computers, office supplies, and furnishings, to transmission lines, substations, and natural gas mains. The land, buildings, vehicles, and inventory Exelon owns or has interests in are also physical assets. • Information assets include any data relating to Exelon’s business, no matter how it is created, distributed, used, or stored. This includes computer software and data in our files and on our servers. • Intangible assets include Exelon’s ideas, inventions, improvements, intellectual property, designs, copyrights, licenses, trademarks, patents, and trade secrets. This includes our own work product and on-the-job innovations and discoveries. • Financial assets include money and anything that can be converted to money, such as stocks, bonds, loans, and deposits. Why It’s Important To protect Exelon’s assets, we must: • Use them prudently, carefully, and efficiently • Take reasonable steps to protect company assets, ensuring they are not damaged, abused, destroyed, wasted, lost, or stolen • Use company assets only for Exelon business purposes, regardless of condition or value, except for incidental personal use of computers and mobile devices (see page 40) • Not sell, lend, borrow, give away, or dispose of company assets without proper authorization • Promptly report any abuse or misuse • Bring any on-the-job discoveries or innovations related to Exelon’s business to the company’s attention • Not use proprietary information acquired on the job for personal gain or any other purpose not in furtherance of our job duties What’s Expected 37Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Protecting Our Confidential Information Business information is a critical Exelon asset. We must closely protect the company’s confidential information and intellectual property against unauthorized disclosure and misuse, which could limit our growth and threaten our ability to compete in the future. Protecting Exelon’s confidential information requires that we: • Do not post confidential information on any social media sites • Do not work with or discuss confidential information in public areas, such as airplanes, elevators, or restaurants, where your conversations may be overheard or confidential information may be viewed by others • Not leave confidential information where others could access it • Share sensitive information only with authorized co-workers or business partners who have a legitimate need to know For more information, see our Corporate Procedure LE-AC-301, Protecting Exelon Information and related procedures and policies. • Do not divulge confidential information to persons outside of the Exelon business, except where such disclosure is appropriately authorized, legally mandated, or done in accordance with a confidentiality and non-disclosure agreement • Continue to protect Exelon confidential information, including our own work product, even if we leave the company • Protect our customers’ and suppliers’ confidential information as we would protect Exelon’s confidential information, and consistent with any additional legal and contractual requirements. • Immediately report any unauthorized disclosure or loss of confidential information to Corporate Security or Compliance & Ethics 38 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. The Right Decisions A peer utility asked for copies of specific Management Model policies and procedures. Can I share them with another company? There is tension between the company’s inclination to share best practices for the benefit of the industry – particularly through industry groups such as EEI, EPRI, or AGA – and our need to control Exelon’s proprietary information. In most situations, the right balance is to not hand over our policies and procedures, but rather to provide the other company’s personnel with a verbal overview. Contact your management team, the Legal Department or the functional area that has governance over specific documents with questions. A Q What are some examples of confidential information? • Business plans, reports, and projections (including estimates or reports of production, reserves, and resources) • Company policies and procedures that are not publicly available • Marketing and sales strategies • Patents, trademarks, and other intellectual property • Inventions, ideas, proprietary information, and trade secrets • Estimates and non-public reports of resources, reserves, exploration results and productivity • Applications, proposals, and contracts • Unpublished financial information • Confidential information belonging to other parties with which we do business, such as prices charged or proposed to Exelon for goods and/or services • Technological developments and designs • Computer software • Customer or supplier lists • Customer information 39Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Using Information and Communications Systems Responsibly Exelon’s information and communications systems are critical to providing reliable, clean, and affordable energy. We all must be prudent and responsible in our use of these systems. Our information and communications equipment and systems include mobile devices, computers, and networks. They are the property of Exelon, as are the contents of communications shared over these systems, such as email, voicemail, social media posts, instant messages, recordings, texts, and any other electronic messages. Incidental personal use of these resources is permitted if it’s reasonable and does not interfere with work responsibilities or expose Exelon to potential liability. What is “acceptable use”? Incidental, infrequent, and reasonable personal use of Exelon mobile devices, computers and related resources is acceptable. Limited personal use of the company’s electronic information assets is permitted if it is not detrimental to the productivity of the employee or co-workers, does not cause liability or additional costs to the company, and is not otherwise prohibited by management. Responsible use of Exelon’s information and communications systems requires that we: • Grant access only to authorized individuals • Do not share or use unauthorized login credentials for accessing company systems and networks • Take precautions to ensure company systems and devices are not compromised by malicious electronic threats, such as viruses and phishing schemes • Acknowledge that there is no expectation of privacy when using company-provided information technology and equipment • Take the same care composing any electronic message that we would when writing a letter on company letterhead • Not use Exelon information, communications systems, or equipment for illegal or unethical activities, such as viewing or sending content that is pornographic, obscene, sexually oriented, harassing, violent, discriminatory, likely to incite hatred or otherwise offensive • Substantive written business communications should be conducted on Exelon networks and communication platforms, not on personal accounts, absent special circumstances For more information regarding acceptable use of Exelon systems, including the company guidelines for text communication, see our Corporate Procedure SY-AC-6, Acceptable Use Policy. 40 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Avoiding Insider Trading How We Live Our Values Exelon supports fair and open markets for buying and selling securities. Insider trading is illegal and distorts financial markets. Insider trading is illegal and damages the trust we have with our investors, the government, and the marketplace. Insider trading is committed when people who have material nonpublic information trade in shares or other securities of a company before the information becomes available to the public. Because of our roles at Exelon, many of us have that kind of “inside information” – information that is not known to the public that might be important to someone considering buying or selling shares in Exelon or another company. Why It’s Important To avoid insider trading, we must: • Not buy, sell, or trade the stock or other securities of Exelon or any other company while we have inside information What’s Expected • Prevent inside information from being disclosed to people outside Exelon. This means: – Keep it secure – whether it’s a physical lock on a file drawer or a password on a laptop or cell phone – Share it only with those within the company who have a legitimate business need to know – Don’t share it with family or friends – Never discuss it in public or on social media • Abstain from making buy or sell recommendations to anyone else while in possession of inside information • Not engage in “short sales” or trading in market options such as puts or calls on Exelon securities • Immediately report to Compliance & Ethics or the Legal Department any inside information that has been mistakenly provided to unauthorized individuals For more information, see our Corporate Procedure LE-AC-202, Insider Trading Compliance. 41Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. The Right Decisions I was part of a team that recently completed a very significant transaction. As a result, I had access to communications that indicated company earnings would exceed expectations this quarter. I was planning to make some adjustments to my 401(k) account, including an increase in the percentage of company stock included in my contribution, before I saw the earnings communication. Can I still make that adjustment? No, not until the earnings results become public. Even when information does not actually influence you, trading after the receipt of insider information and prior to that information becoming public is prohibited by law. This might result in criminal charges and civil penalties against you. A Q Examples of inside information include: • Unreleased company financial results and dividends • Detailed business plans or marketing strategies • Anticipated mergers, acquisitions, divestitures or joint ventures • A significant change in corporate strategy • Significant management changes • Important developments in legal proceedings 42 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Our Customers and Business Partners08 ©Exelon Corporation. 2024. All rights reserved. Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 Competing with Integrity At Exelon, we must conduct business honestly, fairly and lawfully. We must compete vigorously for business opportunities, distinguishing ourselves through integrity, superior performance and value. How We Live Our Values ©Exelon Corporation. 2024. All rights reserved. 44 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 Healthy competition is good for our customers and the communities we serve. Our commitment to fair competition and responsible third- party sourcing policies and practices helps drive progress and value for our customers, communities and shareholders. We must avoid even the appearance of restraining trade or reducing competition. It’s therefore essential that we follow all applicable laws that govern the way companies compete, wherever we do business. These laws are complex and the consequences of violations can be serious for the individuals and companies involved. In our dealings with competitors, we must avoid even the appearance of restraining trade or reducing competition. Why It’s Important As regulated utilities, Exelon and its operating companies have few direct “competitors.” However, Exelon and its affiliates participate in many competitive markets including but not limited to markets for labor, materials, and services. Exelon also participates in competitive bidding processes, such as bidding for the right to construct certain transmission facilities. When participating in competitive markets, we must: • Comply with antitrust laws and similar laws in What’s Expected any jurisdiction where we conduct business • Ensure Exelon’s business activities do not (and do not appear to) fix prices or costs between competitors, restrict output, divide markets or force a competitor out of business • Protect from improper disclosure confidential information regarding pricing (past, present, or future), terms and conditions of business, contracts and bids, markets and territories, customers, costs, production, and distribution • Not enter into agreements that improperly restrain competition for labor • Not disclose one bidder’s confidential information to another bidder or otherwise undermine the integrity of bidding processes that we run or compete in • Remove ourselves from any conversation that could restrain trade or reduce competition, indicate our reason for doing so, and immediately report the matter to the Legal Department or Compliance & Ethics • Always remain aware of how conversations with peer utilities may be perceived, and avoid the appearance of misconduct When dealing with customers, fair competition requires that we: • Describe what we do and sell honestly and accurately • Not make false claims or spread false or misleading information about our competitors or their services • Not interfere with a customer’s or competitor's existing business contracts 45Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Promoting Fair Purchasing Practices We must select suppliers fairly and objectively to ensure the best value for Exelon while protecting our reputation and supporting the diverse communities we serve. How We Live Our Values Our suppliers often are an extension of Exelon. We count on them to help us deliver the best service for our customers. We work with a diverse group of suppliers and contractors who share our commitment to the highest standards in quality, price, service, reliability, availability, technical excellence, and delivery. Why It’s Important Those involved in purchasing and relationship management with suppliers have the responsibility to: • Make procurement decisions with integrity, based on objective, fair and reasonable criteria • Follow Exelon’s third-party sourcing policies, procedures, and processes and properly document and seek approval for any exceptions What’s Expected • Ensure we have appropriate and properly documented justification for any sole source procurement • Avoid frequent or excessive business entertaining with any supplier • Treat all suppliers professionally, ethically, and fairly – regardless of the value of the transaction or the length of the relationship • Conduct Exelon business in good faith and resolve disputes with suppliers quickly and equitably • Administer contracts to ensure Exelon receives the materials and/or services in full compliance with the contract terms For more information, see, for example, Corporate Policies and Procedures SM-AC-POL1-001, Exelon Spending Policy and Authorization to Contract with Suppliers; SM- AC-400, Materials and Services Procurement Procedure; PC-EU-1035, Contractor Award Procedure; SM-AC-4011, Single Source Procedure; LE-AC-11, Delegation of Authority Policy 46 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Gathering Business Intelligence As we evolve our business, we constantly monitor the competitive landscape and analyze industry trends. This allows us to anticipate and respond to customer demands for clean, affordable energy and the delivery of services. We gather business intelligence properly and legally, and do not solicit or accept other companies’ trade secrets or other proprietary or confidential information. Below is a list that includes some generally acceptable and generally unacceptable sources of competitive intelligence: If there is ever a doubt about how we are gathering business information, or contact the Legal Department or Compliance & Ethics for guidance. Generally Acceptable • Public web sites and social media • Newspapers and trade journals • Public financial filings • Publicly available industry analyst reports • Marketing materials • Third-party market research and analysis • Governmental agency reports Generally Unacceptable • Emails intended for others • Proposals • Price sheets • Process documents • Business plans • Found apparent confidential documents • Non-public due diligence associated with M&A activity and other transactions • Materials governed by a confidentiality agreement 47Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. The Right Decisions I work in project management. A supplier who is working on a current project asked me for some detailed information about a new project that just went out for bid. What should I do? While the supplier’s intent may be innocent, informally providing any information about the new project might provide that firm with an advantage over other bidders. You should not provide any information about the new project, and should direct the supplier to the proper channel for obtaining information (in this case, the formal Request for Proposal information sharing protocols) and advise that they follow the process. Additionally, you should notify your manager, Compliance & Ethics, or the Legal Department that you received this request from the supplier. A Q 48 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Ensuring Appropriate Affiliate Interactions Laws and regulations require separation between utility transmission operations and their affiliates. How We Live Our Values Regulatory authorities governing the energy industry have established affiliate rules to safeguard the fair treatment of all utility rate payers. These rules guard against unfair activities, such as inappropriately sharing information or allocating costs incurred by affiliates to a utility. Where applicable, we must comply with all affiliate regulations, including: • FERC Standards of Conduct • Pennsylvania Code of Conduct • Illinois Affiliate Non-Discrimination Rules • New Jersey Affiliate Standards Rules • Maryland Electric and Gas Companies – Affiliate Regulations • Delaware Code of Conduct Governing Regulated Utility Activities and Competitive Activities • District of Columbia Affiliate Code of Conduct Why It’s Important Appropriate affiliate interactions require that we must: • Properly charge or allocate costs between the regulated and other business functions of utilities and between utilities and their non- utility affiliates, as well as verifying that costs have been correctly allocated • Not provide transmission function information to Exelon marketing function personnel • Not share non-public information about a utility's market, its customers, or its transmission and distribution systems to any third parties on an unduly preferential basis • Not share utility customer information across Exelon utilities, without consent of the customer What’s Expected 49Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Trading Energy Responsibly We conduct and report on our electric power and gas procurement activities in a transparent and ethical manner, complying fully with all applicable laws and regulations. How We Live Our Values The buying and selling of wholesale energy are governed by Federal Energy Regulatory Commission (FERC) rules and orders, while state laws, regulations and utility commission orders govern the provision of retail electric and gas service to customers. Ensuring the integrity of our energy procurement activities protects the company from violating these rules, helps to ensure such activities are conducted fairly by all participants in the marketplace and protects the company against cost disallowances. Why It’s Important Responsible energy procurement practices require that we must: • Satisfy statutory and regulatory obligations to provide standard offer service (SOS), to function as the electric or gas service provider of last resort (POLR) or gas supplier of last resort (SOLR), to meet the needs of our customers What’s Expected • Optimize energy procurements not utilized to meet POLR or SOLR responsibilities to benefit customers and shareholders, where applicable • Responsibly execute regulatorily-approved energy commodity supply programs for the benefit of customers and shareholders • Follow statutory, FERC and state utility commission-sanctioned frameworks, and structures that direct utilities on how to procure energy for retail end use customers • Pursue transparent and reliable electric power supply and gas supply in full compliance with applicable statutory and regulatory mandates • Prepare and maintain accurate documentation of all energy procurement transactions consistent with applicable laws and regulations 50 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. What is considered personal information? Personal information (sometimes known as personally identifiable information or PII) is information that can be used on its own or with other information to identify, contact or locate a single person, or to identify an individual in context. It can include names, Social Security numbers, financial account numbers, credit card numbers with security codes, medical records and other types of information that require protection due to regulations. Protecting Personal Information We must value and preserve the trust that fellow employees, job applicants, customers, business partners, and others place in us by safeguarding their personal information consistent with regulatory requirements. How We Live Our Values To run our business effectively and comply with legal obligations, we gather, store, use and, when appropriate, share personal information, but we must always do so in a secure, confidential manner. Why It’s Important Protecting personal information requires that we must: • Collect, use, process, and access personal information for legitimate business purposes only • Restrict access to those who have both appropriate authorization and a clear business need to know • Not share personal information with anyone (inside or outside the company) who does not have a clear business need for it • Follow the company’s information protection policies and procedures when handling personal information What’s Expected For more information, see Corporate Procedure LE-AC-31, our Corporate Integrated Privacy Program. 51Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Delivering on Quality, Reliability, and Customer Service We satisfy our customers by providing reliable, clean, affordable energy and related products and services. How We Live Our Values Our customers are the heart of our business. Without them, we wouldn’t exist. We must always treat them with courtesy and respect. We want them to value Exelon, and we will earn their loyalty if we understand – and even anticipate – their needs. By collaborating with each other to satisfy our customers’ fundamental needs for high quality, reliable service with integrity, we will continue to earn their business. Why It’s Important To meet or exceed our customers’ expectations, we must: • Listen carefully and quickly respond to customer inquiries and requests • Act professionally, respectfully, and with empathy • Work safely, responsibly, and courteously when on the property of a customer or other third party • Treat customers fairly and consistently • Use fair and honest practices in advertising, marketing, sales, and customer service interactions • Not bypass quality controls or take shortcuts that compromise the quality or safety of our services What’s Expected 52 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Government Relations We must interact with governments at all levels ethically and in full compliance with the law. How We Live Our Values Much of our business is regulated by federal, local, and state governments. Government entities also are important customers. How we interact with government officials is regulated by law and has a significant impact on our credibility, reputation, and success. Why It’s Important Those who interact with government agencies and officials, whether as regulators, customers or otherwise, have the responsibility to: • Comply with all applicable laws, regulations, and company policies governing interactions with public officials. This includes but is not limited to laws and policies relating to lobbying, campaign contributions, gifts and entertainment, ex parte communications, bribery, and interactions with public officials What’s Expected • Promptly report to your Government and External Affairs team or Compliance & Ethics any request, recommendation, or referral from a public official for anything of value, including but not limited to personnel actions, vendor contracts, and directed charitable contributions For more details, employees should visit the Interacting with Public Officials section of Compliance & Ethics page, and third parties should visit this overview page on the Exelon web site. • Ensure compliance with all applicable laws and regulations when a government entity is a customer, including government procurement and contracting regulations • Provide timely, responsive, and accurate information in connection with any regulatory reporting requirements, information requests, or proceedings • Cooperate fully and honestly with any government or law enforcement inquiry or investigation 53Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Fighting Bribery and Corruption Our relationships with our customers, business partners, and government officials depend on trust, transparency, and accountability. We can only succeed by acting with integrity and providing superior value. We must not request, offer, or accept any form of payment or incentive intended to improperly influence a decision. How We Live Our Values 54 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Bribes and kickbacks of any kind are illegal, unethical, and violate our values and the Code. Employees must abide by all applicable anti- bribery and anti-corruption laws, including laws prohibiting offering and receiving bribes, kickbacks, and similar payments. These include laws from all jurisdictions in which the company operates, among them the Foreign Corrupt Practices Act and other federal, state, and foreign anti-corruption laws. Exelon prohibits any employee, officer, director, or third-party agent from providing, authorizing, offering, or promising to provide anything of value, directly or indirectly, with the intent to improperly obtain a commercial advantage with respect to any third party. Anti-bribery and anticorruption laws: • Make it a crime to promise or offer anything of value to any government (federal, state, local, or foreign) official to obtain or retain business, secure an improper advantage, or improperly influence an official decision • Require that publicly held companies, like Exelon, have accounting controls to assure that all transactions are recorded fairly and accurately in our books and records Why It’s Important • Obtain guidance from Compliance & Ethics and/or the relevant government and regulatory affairs team before offering or providing any gift, favor, or entertainment, or What’s Expected For more information, see LE-AC-60, our Anti- Bribery and Anti-Corruption Corporate Policy, and LE-AC-POL8-003, our Policy on Vendors and Suppliers Affiliated With or Referred, Recommended, or Requested by Public Officials. anything of value to any government official or employee of a state-owned entity • Keep accurate and complete records so all payments are properly documented • Ensure company funds are not used for unlawful purposes • Conduct appropriate due diligence of potential lobbyists, agents, political consultants, and other business partners • Do not use or allow a third party to make payments or offers that could be improper 55Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Bribery and kickbacks can also occur in the context of private and commercial relationships. Commercial bribery Occurs in the context of business transactions. It can occur when a company employee, officer, or director solicits or accepts something of value from a third-party (for example, a kickback for steering a contract to a vendor) in exchange for, or to influence, actions on behalf of Exelon. It also can occur when an Exelon employee, director, or third party intermediary provides, authorizes, offers, or promises to provide something of value to a third party with the intent to obtain an improper commercial advantage. 56 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Our Communities09 ©Exelon Corporation. 2024. All rights reserved. Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 Protecting the Environment At Exelon, our commitment to the environment is integral to meeting our customers’ expectations and reducing our impact on future generations. How We Live Our Values ©Exelon Corporation. 2024. All rights reserved. 58 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 Since its formation, Exelon has focused on the business value of reducing our impact on the environment and better meeting the needs of our customers, our employees, and the communities we serve. In all that we do, we seek to exceed the standards of our industry – as well as the standards we set for ourselves. We believe it’s our responsibility to lead the industry in shaping public policy on strategic environmental issues. Our values include the following environmental commitments: • We will actively pursue excellence by reaching beyond compliance to reduce our impact on the environment, address climate change, Why It’s Important improve energy and resource efficiency, and provide our customers with clean, safe, and affordable energy • We will innovate to better serve our customers through smart meters, energy efficiency programs for homes and businesses, transportation electrification options, and other methods of enabling and delivering clean energy • We will act with integrity and be accountable to our communities and the environment We must ensure that our actions are consistent with environmental stewardship and demonstrate environmental leadership through full legal compliance, pollution prevention and continuous improvement. Our commitment to environmental stewardship stretches across the entire energy value chain. We proactively manage our environmental footprint, not only because we care about protecting the environment, but also to improve operational efficiency, maintain our license to operate and enhance our competitive position. As a result, we are able to better serve our customers, create value for our shareholders and employees, and enhance communities. Calvin Butler 59Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. We must: • Meet or exceed all applicable environmental laws, regulations, and voluntary commitments • Use natural resources efficiently to reduce environmental impacts and operating costs • Partner with the communities where we operate to enhance the environment, combat climate change, and build resilience for the future What’s Expected • Report any spills, releases or other environmental hazards or accidents to our supervisors immediately • Provide accurate and complete information on all environmental monitoring or sampling reports to government officials or the company 60 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Contributing to Our Communities The energy we deliver to our customers is important, but so too is the human energy Exelon’s people bring to the communities where we operate. How We Live Our Values Exelon has a strong tradition of community involvement. Through various Exelon programs, our employees are strong ambassadors for corporate giving and community service to improve the quality of life in our communities. Our vision includes the following goals: • Advance our strong tradition of community service by improving the quality of life of the people in the communities we serve and where we work • Strengthen and enrich our communities through corporate giving in four areas – education, environment, neighborhood and workforce development, and arts and culture – and encourage our people to support the organizations that they value Why It’s Important We encourage employees to: • Participate in Exelon’s matching funds program for donations to charitable or civic organizations that enrich our communities • Give time generously to our communities, so long as those activities don’t interfere with job performance Employees must avoid pressuring other employees or suppliers to contribute to charitable or civic organizations or causes. What’s Expected 61Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Participating in Political Activities At Exelon, we are committed to engage constructively with governments where we operate. Likewise, we encourage employees to participate in the political process. How We Live Our Values 62 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Exelon believes that an active, inclusive, and fair political process promotes open government, sound policy decisions, and safe, healthy, and productive communities. We recognize that public policy decisions can greatly impact our customers, our business, and our industry, now and in the future. As individuals, we all have a right to participate in civic activities and the political process. However, we always need to make it clear that our views and actions are our own – not those of Exelon. Why It’s Important Responsible company participation in political activities requires that we: • Follow established procedures for making corporate contributions and conducting activities to support state or local candidates – see LE-AC-23, Corporate Political Contributions Guidelines • Not coerce or pressure others to make contributions to any political candidate, party, advocacy group, political action committee, or political entity, or to support or oppose any political candidate or election. Exelon and its employees, officers, directors, and lobbyists may not solicit employees for political contributions other than voluntary contributions to Exelon-affiliated political action committees • Ensure that any offer or gift of anything of value to a government official or employee complies with Exelon’s Interactions with Public What’s Expected Officials policy, LE-AC-POL8. If there is any question whether a gift, offer of entertainment, or anything else of value may be offered or provided consistent with this policy, we must seek advice and advance approval from Compliance & Ethics • Obtain prior guidance from Compliance & Ethics and/or the relevant government and regulatory affairs team before offering or providing any gift, entertainment, or anything of value to any government official or employee of a state-owned entity. When participating in political activities as individuals, we must: • Make personal political contributions with the understanding that we will not be reimbursed by the company • Understand that only where state law permits, minimal use of company resources – such as phones, computers, email, fax machines, or office supplies – is allowed for personal political purposes (consult the Legal Department for additional guidance on this issue) • Not ask or require other employees, including administrative or support staff, to perform tasks in support of our personal political activities • Make it clear that our personal political views and actions are our own, and not those of the company 63Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Lobbying Exelon, like many other companies, advocates for legislation we believe will enhance value for our customers, communities, employees, and shareholders. Those of us who have contact with legislators, regulators, executive branch officials or their staffs may be involved in lobbying and must take care to comply with the laws applicable to these activities. Only Exelon employees who have been approved to lobby, and contract lobbyists retained and overseen pursuant to the company’s Due Diligence and Monitoring Procedure for Third Parties Engaged in Political Consulting and Lobbying Activities, LE-AC-PCD8-001, may engage in lobbying activities. 64 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Communicating Publicly About Exelon At Exelon, we must speak with one voice when communicating publicly to all audiences, including customers, investors, financial analysts, and the media. How We Live Our Values Our customers, consumers, investors, industry analysts, journalists, public interest groups and others deserve accurate, clear, complete, and consistent communications from Exelon. Because these interactions require careful consideration and an expert understanding of legal, regulatory, financial and media issues, only designated Exelon spokespersons are authorized speak on the company’s behalf. Why It’s Important If you receive an inquiry from outside the company and are not authorized to respond on behalf of the company, you should: • Refer all media-related inquiries to Exelon Corporate Communications • Refer all investor-related inquiries to the Investor Relations Department What’s Expected 65Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Engaging in Social Media Responsibly Social media – networking sites, video/photo sharing, blogs, online discussion forums, and others – are powerful forms of communication that are widely used by consumers, investors and other audiences to share opinions and seek information. If we choose to use social media, we must keep in mind that what we say or share can affect: • Our colleagues in the workplace • Exelon’s reputation with the customers and communities we serve • Exelon’s ability to compete in the marketplace • Exelon’s compliance with laws and regulations Responsible use of social media includes: • Adhering to Exelon’s values in all authorized business communications • Not creating the impression that our personal opinions are those of Exelon • Not identifying ourselves as an Exelon representative without authorization • Ensuring that time and effort spent on social media does not interfere with our job responsibilities • Not disclosing proprietary company information • Not divulging the personal information of others, especially personal data obtained as part of your job duties or our company relationships For more information see CP-AC-72, Corporate Guidelines - Social Media. 66 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 ©Exelon Corporation. 2024. All rights reserved. Conclusion10 ©Exelon Corporation. 2024. All rights reserved. Code of Business Conduct Approved by the Exelon Board of Directors: Effective February 15, 2024 At Exelon, our values demand a commitment to ethical behavior that goes beyond the letter of the law, and includes respecting our diverse and inclusive stakeholders, promoting a culture of safety, respecting the environment, and avoiding any business activity that could tarnish the company’s reputation. Living this commitment, living our values, is how we will achieve our vision. ©Exelon Corporation. 2024. All rights reserved. 68 Code of Business ConductApproved by the Exelon Board of Directors: Effective February 15, 2024 Compliance & Ethics Office Directly: EthicsOffice2@Exeloncorp.com Exelon Help Line By phone: 1-800-23ETHIC (1-800-233-8442) Online: https://secure.ethicspoint.com/domain/media/en/ gui/71992/index.html Security Incident? Contact the ESOC for 24-hour assistance at: 1-800-550-6154 ©Exelon Corporation. 2024. All rights reserved. Approved by the Exelon Board of Directors: Effective February 15, 2024  Insider Trading Compliance LE-AC-202 1. PURPOSE 1.1. The purpose of this Insider Trading Policy (the “Policy”) is to promote compliance with applicable securities laws to prevent insider trading violations by Covered Persons (defined below) of Exelon Corporation (including its subsidiaries, hereafter the “Company” or “Exelon”). 2. TERMS AND DEFINITIONS 2.1. Benefit Plan means any Exelon sponsored employee benefit plan or deferred compensation plan, as amended in accordance with their terms, whether tax qualified or not, including, but not limited to, the Exelon Corporation Employee Savings Plan, the ESPP (defined below), and the Exelon Corporation Deferred Compensation Plan. 2.2. Benefit Plan Blackout Period means a specified period of time during which all employee participants of a particular Benefit Plan are not allowed to make any discretionary transactions through some administrative decision. 2.3. Company means Exelon Corporation and its subsidiaries. 2.4. Covered Persons means all directors, officers, employees, trustees, agents or fiduciaries, independent contractors, and consultants of the Company, and their Related Persons. 2.5. ESPP means the Exelon Corporation Employee Stock Purchase Plan. 2.6. Executive Officer means an employee of the Company who has been designated by the Board of Directors of Exelon or one of its Committees of the Board of Directors of Exelon to be an executive officer for purposes of reporting to the SEC. 2.7. Exelon Securities means Exelon common stock (including Exelon stock held in a Benefit Plan) and any debt or equity securities issued by Exelon or any subsidiary. 2.8. Insider Trading is buying or selling securities “on the basis of” Material Non-Public Information (defined below) obtained through employment or other involvement with a company, or by providing MNPI to others outside the company (“tipping”). Buying or selling securities “on the basis of” Material Non-Public Information means that the person trading is aware of the information at the time of purchase or sale (regardless of whether the MNPI is the basis for the trade). 2.9. Material Non-Public Information or MNPI means information which is both “material,” and “non- public.” Information is material if there is a substantial likelihood that, considering all of the surrounding facts and circumstances, a reasonable investor would consider such information important to a decision to buy, sell, or hold a security. Information is deemed to be “non- public” until it has been disseminated by a method that is reasonably designed to provide broad distribution of the information to the public, usually by means of a press release, earnings call, or SEC filing. Insider Trading Compliance LE-AC-202 Examples of MNPI may include but are not limited to: information concerning earnings and earnings estimates or targets; significant operational problems; a significant cybersecurity event; dividends and changes to the dividend policy; liquidity and cash flow; proposals or agreements for significant mergers, acquisitions or divestitures; capital market transactions; significant capital investments; significant litigation developments; changes in credit ratings; management changes; and pending significant regulatory actions. 2.10. OCG means the Office of Corporate Governance. 2.11. Related Persons means: (a) your family members who reside with you (including a spouse, partner, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings, and in-laws), anyone else who lives in your household, and any family members who do not live in your household but whose transactions in securities are directed by you or subject to your influence or control, such as parents or children who consult with you before they trade in securities and, when used in reference to an entity; and (b) any entities that you influence or control, including any corporations, partnerships or trusts. 2.12. SEC means the United States Securities and Exchange Commission. 2.13. Section 16 Insiders means all directors and Executive Officers of Exelon Corporation. 2.14. Short Sale means a sale of stock not then owned by the seller (in effect betting that the stock price will drop and that the seller can later buy at a lower price the shares necessary to complete the sale). 2.15. Special Blackout Period means a blackout period in which Covered Persons have MNPI related to a special project, transaction or business development and will not be permitted to trade in Exelon Securities. 2.16. Tier 1 Persons means vice presidents and certain key managers and staff determined likely to have access to MNPI through (1) routine job duties, or (2) participation in a specialized project, committee, or task force. 2.17. Tier 2 Persons means all Section 16 Insiders, directors of any subsidiary that files reports with the SEC, all Senior Executive Vice Presidents, Executive Vice Presidents, Senior Vice Presidents, and other employees determined to regularly have access to MNPI through (1) routine job duties, or (2) participation in a specialized project, committee, or task force. 2.18. Trading Plan means a pre-determined schedule of one or more trades to be executed under the terms and conditions established in a written document designed to conform to the provisions of SEC Rule 10b5-1. 2.19. Trading Window means a specified period of time determined by OCG during which Tier 1 and Tier 2 Persons and their Related Persons may execute approved transactions involving Exelon Securities or enter into a Trading Plan. 3. ROLES AND RESPONSIBILITIES 3.1. Personal Responsibility. Each Covered Person is responsible for compliance with this Policy and must not engage in illegal trading and avoid any appearance of improper trading. Legal pre-clearance of trades or the approval of a Trading Plan does not constitute legal advice or insulate a Covered Person from liability under the applicable securities laws. Each individual is responsible for ensuring that each of his or her Related Persons also comply with the Policy. Insider Trading Compliance LE-AC-202 Before engaging in any transaction, individuals should consider how enforcement authorities, regulators, the media and others might view the transaction in hindsight. 3.2. OCG Responsibility. Questions about whether information may be regarded as MNPI or other questions related to this Policy should be directed to OCG. Additionally, OCG is responsible for establishing and maintaining procedures for: a) Communicating each quarter to Tier 1 and Tier 2 Persons about the restrictions applicable to each group and about the expected opening and closing dates of the Trading Window and announcing any changes to such dates, b) Reviewing, granting, or denying pre-clearance trading requests, c) The review and approval of Trading Plans, d) Determining and periodically updating individuals classified as “Tier 1 Persons” and “Tier 2 Persons,” e) Communicating to applicable individuals if they are subject to a Special Blackout Period, and f) Developing and implementing training plans and/or processes to Tier 1 and Tier 2 persons regarding insider trading and the requirements of this Policy. 4. PROCEDURE 4.1 General Rules Applicable to All Covered Persons 4.1.1 Prohibition Against Insider Trading. Insider trading is a criminal offense and a violation of Company policy, including the Code of Business Conduct. If a Covered Person has MNPI about the Company, he or she may not buy or sell Exelon Securities until the Company has broadly disseminated the MNPI to the public. In the event the Company issues a press release or makes an SEC filing disclosing all of the MNPI known to a Covered Person, the Covered Person may only trade in Exelon Securities beginning on the second full trading day after such release or filing is made public. 4.1.2 Prohibition Against Tipping. A Covered Person must not share MNPI or information proprietary to the Company with Related Persons or anyone without a need to know, including family members, friends, and business associates. If a person receives MNPI from a Covered Person and buys or sell securities on the basis of that information, both the Covered Person and the person who used it may be deemed to have committed illegal insider trading, regardless of whether the Covered Person benefited personally from the other person's trading. 4.1.3 Prohibition Against Short Sales and Put and Call Options. Covered Persons are prohibited from engaging in short sales and the purchase or sale of put and call options on Exelon Securities. 4.1.4 Prohibition Against Hedging and Derivative Transactions. Covered Persons and their Related Persons are prohibited from engaging in hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, Insider Trading Compliance LE-AC-202 spread bets, contracts for difference, collars and exchange funds, with respect to Exelon Securities. 4.1.5 Prohibition Against the Insider Trading of Securities of Other Companies. Covered Persons are prohibited from trading in the securities of any other company on the basis of MNPI acquired while providing services to, or on behalf of, Exelon. The preceding rules in this Section 4 apply to the securities of other companies where the Covered Person is acting on the basis of MNPI. 4.1.6 Private Brokerage Accounts. All Covered Persons are strongly encouraged to hold Exelon Securities in accounts with Exelon’s equity administrator or in registered book entry accounts with Exelon’s transfer agent, and not in private brokerage accounts. (Additional rules apply to Tier 2 Persons; see Section 4.4.4 below.) 4.1.7 Special Blackout Periods. The Company may establish Special Blackout Periods during which designated Covered Persons will not be permitted to trade in Exelon Securities. OCG will determine the persons subject to Special Blackout Periods and will provide notice to such individuals. Special Blackout Periods may be established in connection with a significant event, including, but not limited to: a) a pending or proposed merger, acquisition or tender offer, b) a significant cybersecurity incident, c) financial or accounting developments, d) significant operational events, e) legal or regulatory developments or proceedings, or f) pending senior management changes. 4.1.8 Prohibition Against Discussing Special Blackout Period. Individuals subject to Special Blackout Periods may not discuss the existence of the Special Blackout Period or the identity of any individuals subject to the Special Blackout Period with any other person not also subject to the Special Blackout Period. 4.2 Benefit Plan Transactions 4.2.1 Benefit Plan Transactions Subject to Policy. Certain discretionary transactions effected through Benefit Plans or other plans are subject to this Policy and should only occur when a Covered Person has no MNPI (and subject to any other applicable restrictions set forth in this Policy). These include: a) Employee Savings Plan (401(k) Plan) – Elections made under the 401(k) plan to: (a) initially participate, or increase or decrease the percentage of periodic contributions allocated to the Company stock fund; (b) make an intra-plan transfer of an existing account balance into or out of the Company stock fund; (c) borrow money against your 401(k) plan account if the loan will result in a liquidation of some or all of your Company stock fund balance; and (d) pre‑pay a plan loan if the pre-payment will result in allocation of loan proceeds to the Company stock fund. Insider Trading Compliance LE-AC-202 b) ESPP - An initial election to participate, any changes to your participation amount or type for any enrollment period, and market sales of Exelon Securities acquired under the ESPP or through related dividend reinvestment. c) Automatic Dividend Reinvestment – An initial election to participate in any dividend reinvestment plan, any change to your participation including any market sale of Exelon Securities acquired under the plan, or any voluntary purchases of Exelon Securities resulting from additional contributions made under the plan. d) Equity Awards - Any market sale of equity securities acquired through Company awards. 4.2.2 Benefit Plan Transactions NOT Subject to Policy. Certain Benefit Plan or other Company plan transactions are not subject to this Policy and can occur at any time. These include the following transactions executed on your behalf by Company or other Benefit Plan administrators: a) Employee Savings Plans (401(k) Plans) - Acquisitions of Exelon Securities through one of the Exelon-sponsored 401(k) plans resulting from periodic, ongoing contributions of money pursuant to payroll deduction. b) ESPP – Acquisitions of Exelon Securities through ongoing participation in the ESPP pursuant to and consistent with a prior election to participate. c) Dividend Reinvestment – Exelon Securities acquired through the automatic dividend reinvestment plan pursuant to a prior election to participate. d) Equity Awards - Vesting of company-awarded equity, or the election to exercise tax withholding rights pursuant to which the Company withholds shares equal in value to satisfy tax withholding obligations upon vesting of any equity award. 4.3 Additional Rules Applicable to Tier 1 and Tier 2 Persons 4.3.1 Approved Trading Limited to Trading Windows. Tier 1 and Tier 2 Persons and their Related Persons may only engage in transactions involving Exelon Securities during a Trading Window unless trading is executed pursuant to an approved Trading Plan. Trading Windows generally begin in each calendar quarter at the beginning of the second trading day after the release of earnings for the prior quarter and continue for approximately six weeks unless otherwise specified by OCG. Trading Windows may open later or close earlier than described above at the discretion of OCG for various reasons. 4.3.2 Prohibition Against Holding Exelon Securities in Margin Accounts or Using Exelon Securities as Collateral for a Loan. Tier 1 and Tier 2 Persons and their Related Persons are prohibited from holding Exelon Securities in a margin account or otherwise pledging Exelon Securities as collateral for a loan. 4.4 Additional Rules Applicable to Tier 2 Persons 4.4.1 Prior Approval Required. Tier 2 Persons and their Related Persons are required to obtain approval from OCG prior to any transaction involving any Exelon Securities subject to the exceptions noted in Section 4.4.2. Trading approval is valid for three business days. If a transaction is not completed within that time, the person wishing to trade must contact OCG to obtain new approval. For the avoidance of doubt, if OCG approves a person to trade and the Insider Trading Compliance LE-AC-202 person obtains MNPI prior to completing the transaction, such person is prohibited from executing such transaction. Examples of transactions for which prior approval is required include, but are not limited to: a) Open market purchases or sales of Exelon Securities, b) Exercising stock options involving Exelon Securities, c) Any Benefit Plan transactions subject to this Policy and listed in Section 4.2.1, d) Transactions or transfers of Exelon Securities between accounts pursuant to which there is a financial benefit, including but not limited to a tax benefit, and e) Gifts of Exelon Securities. 4.4.2 Transactions Exempt from Prior Approval Requirement. The following transactions do not require prior approval: a) Any purchase or sale of Exelon Securities made pursuant to a Trading Plan approved in advance by OCG, b) Any Benefit Plan transactions exempted from this Policy and listed in Section 4.2.2, c) Company matching contributions under the Employee Savings Plan or other Benefit Plans, and d) Any transaction specifically approved in advance in writing by OCG. 4.4.3 Approval Procedures. OCG has established and maintains procedures for the approval of transactions and maintains controls to ensure compliance with this Policy. These procedures are communicated to all Tier 1 and Tier 2 Persons at the beginning of each Trading Window. Approval by OCG of any transaction does not relieve anyone of the responsibility for compliance with federal securities laws and does not constitute legal or investment advice. 4.4.4 Broker Letters. Any Tier 2 Person who holds Exelon Securities in a private brokerage account must enter into an agreement with his/her broker that (a) requires the broker to obtain authorization from OCG before executing any trade and (b) authorizes the broker to provide immediate notice to OCG of all trades in Exelon Securities, and to confirm balances and provide other information as needed to OCG. 4.4.5 Rules Remain in Effect for 90 Days after Separation. Tier 2 Persons (and their Related Persons) remain subject to pre-approval of trading for 90 days after ceasing to serve in such role for any reason. However, in this case, the trading of Exelon Securities need not be limited to the Trading Windows. The 90-day period will be measured from the date the person officially terminates employment. (See Section 4.5.3 for related provision applicable to Section 16 Insiders.) 4.5 Additional Rules Applicable to Section 16 Insiders 4.5.1 Reporting Requirements. All Section 16 Insiders are required by federal securities laws to file reports with the SEC disclosing initial beneficial ownership of, and any transactions in Exelon Securities. OCG maintains procedures to assist Section 16 Insiders with compliance with this requirement and to facilitate the reporting obligations of these individuals. Insider Trading Compliance LE-AC-202 4.5.2 Prohibition Against Trading During Benefit Plan Blackout Periods. During a Benefit Plan Blackout Period, Section 16 Insiders may not buy or sell any Exelon common stock in any other account or in any other Benefit Plan. Any profit obtained by a Section 16 Insider from trades during a Benefit Plan Blackout Period must be returned to the Company. OCG maintains procedures for communicating to Section 16 Insiders about any Benefit Plan Blackout Periods. 4.5.3 Rules Remain in Effect for Six Months after Separation. Certain reporting requirements under federal securities laws remain in effect for Section 16 Insiders for six months after the termination of employment or cessation of serving in a Director or an Executive Officer role for any reason, therefore prior approval for trading also remains in effect for six months. However, trading of Exelon Securities need not be limited to Trading Windows. The six-month period will be measured from the date the person officially terminates employment. 4.6 10b5-1 Trading Plans 4.6.1 Trading Through Approved Trading Plans. The Company allows individuals to enter into pre- set Trading Plans designed to meet the requirements of the SEC’s Rule 10b5-1(c) pursuant to which trades in Exelon Securities may be executed. Entry into a Trading Plan may only be made in good faith and during an open Trading Window and so long as the individual establishing the plan has no MNPI and receives pre-clearance from OCG. See Attachment 6.1 for additional details and requirements about the design, approval, and execution of such Trading Plans. 4.6.2 Multiple Plans Prohibited. Individuals may not have multiple Trading Plans in place at any one period of time; however, an individual may enter a new Trading Plan (subject to the same timing and pre-clearance requirements set forth in Section 4.6.1) that will take effect after the expiration or termination of a then-effective Trading Plan. An Individual with a Trading Plan in effect may not buy or sell Exelon Securities outside of that Trading Plan until the expiration or termination of that Trading Plan. 4.6.3 Single Trade Plans. In any twelve-month period, individuals are limited to one Trading Plan that is designed to effect an open market purchase or sale as a single transaction. 4.6.4 Amending Trading Plans. Trading Plans may not be amended; however, individuals may terminate an existing Trading Plan in accordance with Section 4.6.5 and commence a new Trading Plan subject to the same timing and pre-clearance requirements set forth in Section 4.6.1. 4.6.5 Terminating Trading Plans. Individuals may terminate an existing Trading Plan prior to the execution of the first trade under the Trading Plan by providing notice to OCG and the executing broker prior to termination. * * * Insider Trading Compliance LE-AC-202 ATTACHMENT DESIGN, APPROVAL AND EXECUTION OF TRADING PLANS DESIGNED TO COMPLY WITH THE PROVISIONS OF SEC RULE 10b5-1 The procedures for establishing a 10b5-1 Trading Plans set forth below are supplementary to the provisions of LE-AC-202, Insider Trading Compliance Policy. Unless otherwise defined in these procedures, defined terms have their meanings as set forth in the Insider Trading Compliance Policy. Plan Provider • Exelon works with an equity administration vendor to make Trading Plans available to Exelon incentive plan participants. • Individuals may use Trading Plans established by other financial advisors/brokers subject to approval by OCG. Establishing a Plan • Individuals wishing to enter a Trading Plan should contact Exelon’s equity administration vendor to discuss the design and parameters of the plan. • Trading Plans may only be entered into in good faith and during an open Trading Window when the individual has no MNPI. • Any Covered Person may adopt a Trading Plan. Trading Plans are strongly encouraged for Section 16 Insiders wishing to engage in long-term trading to meet wealth management or estate planning goals. Plan Requirements and Approval • For Directors and Executive Officers, the first trade under a Trading Plan may not be executed until the later of (a) 90 days after adoption of the Trading Plan or (b) two business days following the filing of the Form 10-Q or Form 10-K for the fiscal quarter in which the plan was adopted. • For all other Covered Persons, the first trade under a Trading Plan may not be executed until 30 days after adoption of the Trading Plan. • The plan must specify an amount, price, and date of transaction(s). Subject to approval by the broker that will execute the transaction, there is no minimum transaction size. • Trades under a Trading Plan may occur at any time, including outside of an open Trading Window. • The terms of any Trading Plan are generally subject to approval by the broker that will execute the transactions.  Exhibit 21.1 Exelon Corporation (50% and Greater) 12/31/2023 Subsidiary AMP Funding, L.L.C. Atlantic City Electric Company Atlantic City Electric Transition Funding LLC Atlantic Generation, Inc. Atlantic Southern Properties, Inc. ATNP Finance Company Baltimore Gas and Electric Company Clean Jobs for Pennsylvania, 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 Data Center Enterprise, LLC Delaware Operating Services Company, LLC Delmarva Power & Light Company E&W Development Corporation EdiSun, LLC ETT Canada, Inc. Exelon Business Services Company, LLC Exelon Energy Delivery Company, LLC Exelon Enterprises Company, LLC Exelon Genesis, LLC Exelon InQB8R, LLC Exelon Mechanical, LLC Exelon Microgrid, LLC Exelon Transmission Company, LLC Exelorate Enterprises, LLC Ex-FM, Inc. Ex-FME, Inc. ExTel Corporation, LLC F & M Holdings Company, L.L.C. Friendly Skies, Inc. Millennium Account Services, LLC Northwind Thermal Technologies Canada Inc. 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 Jurisdiction Delaware New Jersey Delaware New Jersey New Jersey Delaware Maryland Delaware Delaware Illinois Indiana Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware & Virginia Florida Delaware New Brunswick Delaware Delaware Pennsylvania Delaware Delaware Delaware Delaware Delaware Delaware New York Delaware Delaware Delaware Virgin Islands (U.S.) Delaware New Brunswick Delaware Nevada Delaware Pennsylvania Delaware Delaware Delaware 1 PECO Energy Capital, L.P. PECO Energy Company PECO Wireless, LLC Pepco Holdings LLC PH Holdco LLC PHI Service Company Potomac Capital Investment Corporation Potomac Delaware Leasing Corporation Potomac Electric Power Company Potomac Leasing Associates, L.P. Ramp Investments, L.L.C. RF HoldCo LLC RITELine Illinois, LLC RITELine Transmission Development, LLC Scherer Holdings 1, LLC Scherer Holdings 2, LLC Scherer Holdings 3, LLC UII, LLC Wansley Holdings 1, LLC Wansley Holdings 2, LLC Exhibit 21.1 Delaware Pennsylvania Delaware Delaware Delaware Delaware Delaware Delaware District of Columbia & Virginia Delaware Delaware Delaware Illinois Delaware Delaware Delaware Delaware Illinois Delaware Delaware 2 Commonwealth Edison Company (50% and Greater) 12/31/2023 Subsidiary Commonwealth Edison Company of Indiana, Inc. ComEd Financing III EdiSun, LLC RITELine Illinois, LLC Jurisdiction Indiana Delaware Delaware Illinois Exhibit 21.2 Exhibit 21.3 PECO Energy Company (50% and Greater) 12/31/2023 Subsidiary ATNP Finance Company ExTel Corporation, LLC PEC Financial Services, LLC PECO Energy Capital Corp. PECO Energy Capital Trust III PECO Energy Capital Trust IV PECO Energy Capital, L.P. PECO Wireless, LLC Jurisdiction Delaware Delaware Pennsylvania Delaware Delaware Delaware Delaware Delaware Baltimore Gas and Electric Company (50% and Greater) 12/31/2023 Subsidiary None Jurisdiction Exhibit 21.4 Pepco Holdings LLC (50% and Greater) 12/31/2023 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 21.5 Jurisdiction New Jersey Delaware Delaware & Virginia Delaware Delaware District of Columbia & Virginia Potomac Electric Power Company (50% and Greater) 12/31/2023 Subsidiary None Jurisdiction Exhibit 21.6 Delmarva Power & Light Company (50% and Greater) 12/31/2023 Subsidiary None Jurisdiction Exhibit 21.7 Atlantic City Electric Company (50% and Greater) 12/31/2023 Subsidiary Atlantic City Electric Transition Funding LLC Jurisdiction Delaware Exhibit 21.8 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 23.1 We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-266487) and Form S-8 (No. 333-219037, No. 333-189849, No. 333-238720, and No. 333-238747) of Exelon Corporation of our report dated February 21, 2024 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this Form 10-K. /s/ PricewaterhouseCoopers LLP Chicago, Illinois February 21, 2024 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 23.2 We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-266487-06) of Commonwealth Edison Company of our report dated February 21, 2024 relating to the financial statements and financial statement schedule, which appears in this Form 10-K. /s/ PricewaterhouseCoopers LLP Chicago, Illinois February 21, 2024 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 23.3 We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-266487-03) of Potomac Electric Power Company of our report dated February 21, 2024 relating to the financial statements and financial statement schedule, which appears in this Form 10-K. /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania February 21, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Anthony K. Anderson, do hereby appoint Calvin G. Butler, Jr. 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 2023 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: January 31, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Anna RIcho, do hereby appoint Calvin G. Butler, Jr. 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 2023 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 24.2 /s/ ANNA RICHO Anna Richo DATE: January 31, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Calvin G. Butler, Jr. , 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 2023 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 24.3 /s/ CALVIN G. BUTLER, JR. Calvin G. Butler, Jr. DATE: February 20, 2024 KNOW ALL MEN BY THESE PRESENTS that I, W. Paul Bowers, do hereby appoint Calvin G. Butler, Jr. 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 2023 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 24.4 /s/ W. PAUL BOWERS W. Paul Bowers DATE: January 31, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Marjorie Rodgers Cheshire, do hereby appoint Calvin G. Butler, Jr. 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 2023 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 24.5 /s/ MARJORIE RODGERS CHESHIRE Marjorie Rodgers Cheshire DATE: January 31, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Matthew Rogers, do hereby appoint Calvin G. Butler, Jr. 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 2023 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 24.6 /s/ MATTHEW ROGERS Matthew Rogers DATE: January 31, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Linda P. Jojo, do hereby appoint Calvin G. Butler, Jr. 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 2023 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 24.7 /s/ LINDA P. JOJO Linda P. Jojo DATE: January 31, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Charisse R. Lillie, do hereby appoint Calvin G. Butler, Jr. 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 2023 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 24.8 /s/ CHARISSE R. LILLIE Charisse R. Lillie DATE: January 31, 2024 KNOW ALL MEN BY THESE PRESENTS that I, John F. Young, do hereby appoint Calvin G. Butler, Jr. 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 2023 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 24.9 /s/ JOHN F. YOUNG John F. Young DATE: January 31, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Brian Segedi, do hereby appoint Calvin G. Butler Jr. 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 2023 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. POWER OF ATTORNEY Exhibit 24.10 /s/ BRIAN SEGEDI Brian Segedi DATE: January 31, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Calvin G. Butler, Jr. , do hereby appoint Gil C. Quiniones and Glenn Rippie, 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 2023 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. POWER OF ATTORNEY Exhibit 24.11 /s/ CALVIN G. BUTLER, JR. Calvin G. Butler, Jr. DATE: February 20, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Ricardo Estrada, do hereby appoint Gil C. Quiniones and Glenn Rippie, 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 2023 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. POWER OF ATTORNEY Exhibit 24.12 /s/ RICARDO ESTRADA Ricardo Estrada DATE: January 31, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Zaldwaynaka Scott, do hereby appoint Gil C. Quiniones and Glenn Rippie, 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 2023 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. POWER OF ATTORNEY Exhibit 24.13 /s/ ZALDWAYNAKA SCOTT Zaldwaynaka Scott DATE: January 31, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Smita Shah, do hereby appoint Gil C. Quiniones and Glenn Rippie, 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 2023 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. POWER OF ATTORNEY Exhibit 24.14 /s/ SMITA SHAH Smita Shah DATE: January 31, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Gil C. Quiniones, do hereby appoint Glenn Rippie 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 2023 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. POWER OF ATTORNEY Exhibit 24.15 /s/ GIL C. QUINIONES Gil C. Quiniones DATE: February 20, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Nicholas Bertram, 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 2023 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 24.16 /s/ NICHOLAS BERTRAM Nicholas Bertram DATE: January 31, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Calvin G. Butler, Jr., 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 2023 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 24.17 /s/ CALVIN G. BUTLER, JR. Calvin G. Butler, Jr. DATE: February 20, 2024 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 2023 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 24.18 /s/ JOHN S. GRADY John S. Grady DATE: January 31, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Michael A. Innocenzo, do hereby appoint 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 2023 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 24.19 /s/ MICHAEL A. INNOCENZO Michael A. Innocenzo DATE: February 20, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Sharmain Matlock-Turner, do hereby appoint Michael A. Innocenzo or 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 2023 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 24.20 /s/ SHARMAIN MATLOCK-TURNER Sharmain Matlock-Turner DATE: January 24, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Michael Nutter, 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 2023 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 24.21 /s/ MICHAEL NUTTER Michael Nutter DATE: January 24, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Michelle Hong, 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 2023 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 24.22 /s/ MICHELLE HONG Michelle Hong DATE: January 31, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Calvin G. Butler, Jr., do hereby appoint Carim V. Khouzami and David Ralph, 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 2023 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. POWER OF ATTORNEY Exhibit 24.23 /s/ CALVIN G. BUTLER, JR. Calvin G. Butler, Jr. DATE: February 20, 2024 KNOW ALL MEN BY THESE PRESENTS that I, James R. Curtiss, do hereby appoint Carim V. Khouzami and David Ralph, 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 2023 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. POWER OF ATTORNEY Exhibit 24.24 /s/ JAMES R. CURTISS James R. Curtiss DATE: January 31, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Carim V. Khouzami, do hereby appoint David Ralph 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 2023 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. POWER OF ATTORNEY Exhibit 24.25 /s/ CARIM V. KHOUZAMI Carim V. Khouzami DATE: February 20, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Keith Lee, do hereby appoint Carim V. Khouzami and David Ralph, 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 2023 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. POWER OF ATTORNEY Exhibit 24.26 /s/ KEITH LEE Keith Lee DATE: January 31, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Rachel Garbow Monroe, do hereby appoint Carim V. Khouzami and David Ralph, 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 2023 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. POWER OF ATTORNEY Exhibit 24.27 /s/ RACHEL GARBOW MONROE Rachel Garbow Monroe DATE: January 31, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Byron Marchant, do hereby appoint Carim V. Khouzami and David Ralph, 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 2023 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. POWER OF ATTORNEY Exhibit 24.28 /s/ BYRON MARCHANT Byron Marchant DATE: February 6, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Tim Regan, do hereby appoint Carim V. Khouzami and David Ralph, 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 2023 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. POWER OF ATTORNEY Exhibit 24.29 /s/ TIM REGAN Tim Regan DATE: January 31, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Amy Seto, do hereby appoint Carim V. Khouzami and David Ralph, 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 2023 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. POWER OF ATTORNEY Exhibit 24.30 /s/ AMY SETO Amy Seto DATE: January 31, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Maria Harris Tildon, do hereby appoint Carim V. Khouzami and David Ralph, 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 2023 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. POWER OF ATTORNEY Exhibit 24.31 /s/ MARIA HARRIS TILDON Maria Harris Tildon DATE: January 31, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Antoine Allen, do hereby appoint J. Tyler Anthony and Anne Bancroft, 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 2023 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. POWER OF ATTORNEY Exhibit 24.32 /s/ ANTOINE ALLEN Antoine Allen DATE: February 5, 2024 KNOW ALL MEN BY THESE PRESENTS that I, J. Tyler Anthony, do hereby appoint Anne Bancroft 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 2023 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. POWER OF ATTORNEY Exhibit 24.33 /s/ J. TYLER ANTHONY J. Tyler Anthony DATE: February 20, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Calvin G. Butler, Jr. , do hereby appoint J. Tyler Anthony and Anne Bancroft, 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 2023 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. POWER OF ATTORNEY Exhibit 24.34 /s/ CALVIN G. BUTLER, JR. Calvin G. Butler, Jr. DATE: February 20, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Debra P. DiLorenzo, do hereby appoint J. Tyler Anthony and Anne Bancroft, 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 2023 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. POWER OF ATTORNEY Exhibit 24.35 /s/ DEBRA P. DILORENZO Debra P. DiLorenzo DATE: February 5, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Benjamin Wu, do hereby appoint J. Tyler Anthony and Anne Bancroft, 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 2023 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. POWER OF ATTORNEY Exhibit 24.36 /s/ BENJAMIN WU Benjamin Wu DATE: February 5, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Linda W. Cropp, do hereby appoint J. Tyler Anthony and Anne Bancroft, 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 2023 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. POWER OF ATTORNEY Exhibit 24.37 /s/ LINDA W. CROPP Linda W. Cropp DATE: February 5, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Gayle Littleton, do hereby appoint J. Tyler Anthony and Anne Bancroft, 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 2023 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. POWER OF ATTORNEY Exhibit 24.38 /s/ GAYLE LITTLETON Gayle Littleton DATE: February 5, 2024 KNOW ALL MEN BY THESE PRESENTS that I, J. Tyler Anthony, do hereby appoint Anne Bancroft 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 2023 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. POWER OF ATTORNEY Exhibit 24.39 /s/ J. TYLER ANTHONY J. Tyler Anthony DATE: February 20, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Phillip S. Barnett, do hereby appoint J. Tyler Anthony and Anne Bancroft, 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 2023 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. POWER OF ATTORNEY Exhibit 24.40 /s/ PHILLIP S. BARNETT Phillip S. Barnett DATE: February 20, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Calvin G. Butler, Jr. , do hereby appoint J. Tyler Anthony and Anne Bancroft, 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 2023 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. POWER OF ATTORNEY Exhibit 24.41 /s/ CALVIN G. BUTLER, JR. Calvin G. Butler, Jr. DATE: February 20, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Rodney Oddoye, do hereby appoint J. Tyler Anthony and Anne Bancroft, 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 2023 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. POWER OF ATTORNEY Exhibit 24.42 /s/ RODNEY ODDOYE Rodney Oddoye DATE: February 9, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Valencia McClure, do hereby appoint J. Tyler Anthony and Anne Bancroft, 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 2023 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. POWER OF ATTORNEY Exhibit 24.43 /s/ VALENCIA MCCLURE Valencia McClure DATE: February 12, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Tamla Olivier, do hereby appoint J. Tyler Anthony and Anne Bancroft, 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 2023 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. POWER OF ATTORNEY Exhibit 24.44 /s/ TAMLA OLIVIER Tamla Olivier DATE: February 9, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Anne Bancroft, do hereby appoint J. Tyler Anthony 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 2023 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. POWER OF ATTORNEY Exhibit 24.45 /s/ ANNE BANCROFT Anne Bancroft DATE: February 9, 2024 KNOW ALL MEN BY THESE PRESENTS that I, J. Tyler Anthony, do hereby appoint Anne Bancroft 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 2023 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. POWER OF ATTORNEY Exhibit 24.46 /s/ J. TYLER ANTHONY J. Tyler Anthony DATE: February 20, 2024 KNOW ALL MEN BY THESE PRESENTS that I, Calvin G. Butler, Jr. , do hereby appoint J. Tyler Anthony and Anne Bancroft, 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 2023 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. POWER OF ATTORNEY Exhibit 24.47 /s/ CALVIN G. BUTLER, JR. Calvin G. Butler, Jr. DATE: February 20, 2024 KNOW ALL MEN BY THESE PRESENTS that I, J. Tyler Anthony, do hereby appoint Anne Bancroft 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 2023 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. POWER OF ATTORNEY Exhibit 24.48 /s/ J. TYLER ANTHONY J. Tyler Anthony DATE: February 20, 2024 CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Exhibit 31.1 I, Calvin G. Butler, Jr., certify that: I have reviewed this annual report on Form 10-K of Exelon Corporation; 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 21, 2024 /s/ CALVIN G. BUTLER, JR. 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 31.2 I, Jeanne M. Jones, 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 I have reviewed this annual report on Form 10-K of Exelon Corporation; 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 21, 2024 /s/ JEANNE M. JONES 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, Gil C. Quiniones, certify that: I have reviewed this annual report on Form 10-K of Commonwealth Edison 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 21, 2024 /s/ GIL C. QUINIONES 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 31.4 I, Joshua S. Levin, 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 I have reviewed this annual report on Form 10-K of Commonwealth Edison Company; 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 21, 2024 /s/ JOSHUA S. LEVIN 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 31.5 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 21, 2024 /s/ MICHAEL A. INNOCENZO President, 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, Marissa Humphrey, 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 21, 2024 /s/ MARISSA HUMPHREY 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, Carim V. Khouzami, 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 I have reviewed this annual report on Form 10-K of Baltimore Gas and Electric Company; 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 21, 2024 /s/ CARIM V. KHOUZAMI 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, 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 21, 2024 /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 31.9 I, J. Tyler Anthony, 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 I have reviewed this annual report on Form 10-K of Pepco Holdings LLC; 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 21, 2024 /s/ J. TYLER ANTHONY President, 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, Phillip S. Barnett, certify that: 1. I have reviewed this annual report on Form 10-K of Pepco Holdings 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 21, 2024 /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 31.11 I, J. Tyler Anthony, 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 I have reviewed this annual report on Form 10-K of Potomac Electric Power Company; 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 21, 2024 /s/ J. TYLER ANTHONY President, 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, Phillip S. Barnett, certify that: 1. I have reviewed this annual report on Form 10-K of Potomac Electric Power 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 21, 2024 /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, J. Tyler Anthony, 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 I have reviewed this annual report on Form 10-K of Delmarva Power & Light Company; 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 21, 2024 /s/ J. TYLER ANTHONY President, 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, Phillip S. Barnett, certify that: I have reviewed this annual report on Form 10-K of Delmarva Power & Light 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 21, 2024 /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, J. Tyler Anthony, 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 I have reviewed this annual report on Form 10-K of Atlantic City Electric Company; 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 21, 2024 /s/ J. TYLER ANTHONY President, 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, Phillip S. Barnett, certify that: I have reviewed this annual report on Form 10-K of Atlantic City Electric 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 21, 2024 /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 Exhibit 32.1 The undersigned officer hereby certifies, as to the Report on Form 10-K of Exelon Corporation for the year ended December 31, 2023, 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. Date: February 21, 2024 /s/ CALVIN G. BUTLER, JR. Calvin G. Butler, Jr. President and Chief Executive Officer Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code Exhibit 32.2 The undersigned officer hereby certifies, as to the Report on Form 10-K of Exelon Corporation for the year ended December 31, 2023, 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. Date: February 21, 2024 /s/ JEANNE M. JONES Jeanne M. Jones Executive Vice President and Chief Financial Officer Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code Exhibit 32.3 The undersigned officer hereby certifies, as to the Report on Form 10-K of Commonwealth Edison Company for the year ended December 31, 2023, 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. Date: February 21, 2024 /s/ GIL C. QUINIONES Gil C. Quiniones Chief Executive Officer Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code Exhibit 32.4 The undersigned officer hereby certifies, as to the Report on Form 10-K of Commonwealth Edison Company for the year ended December 31, 2023, 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. Date: February 21, 2024 /s/ JOSHUA S. LEVIN Joshua S. Levin Senior Vice President, Chief Financial Officer, and Treasurer Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code Exhibit 32.5 The undersigned officer hereby certifies, as to the Report on Form 10-K of PECO Energy Company for the year ended December 31, 2023, 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. Date: February 21, 2024 /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 Exhibit 32.6 The undersigned officer hereby certifies, as to the Report on Form 10-K of PECO Energy Company for the year ended December 31, 2023, 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. Date: February 21, 2024 /s/ MARISSA HUMPHREY Marissa Humphrey Senior Vice President, Chief Financial Officer, and Treasurer Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code Exhibit 32.7 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, 2023, 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. Date: February 21, 2024 /s/ CARIM V. KHOUZAMI Carim V. Khouzami President and Chief Executive Officer Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code Exhibit 32.8 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, 2023, 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. Date: February 21, 2024 /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 Exhibit 32.9 The undersigned officer hereby certifies, as to the Report on Form 10-K of Pepco Holdings LLC for the year ended December 31, 2023, 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. Date: February 21, 2024 /s/ J. TYLER ANTHONY J. Tyler Anthony President and Chief Executive Officer Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code Exhibit 32.10 The undersigned officer hereby certifies, as to the Report on Form 10-K of Pepco Holdings LLC for the year ended December 31, 2023, 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. Date: February 21, 2024 /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 Exhibit 32.11 The undersigned officer hereby certifies, as to the Report on Form 10-K of Potomac Electric Power Company for the year ended December 31, 2023, 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. Date: February 21, 2024 /s/ J. TYLER ANTHONY J. Tyler Anthony President and Chief Executive Officer Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code Exhibit 32.12 The undersigned officer hereby certifies, as to the Report on Form 10-K of Potomac Electric Power Company for the year ended December 31, 2023, 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. Date: February 21, 2024 /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 Exhibit 32.13 The undersigned officer hereby certifies, as to the Report on Form 10-K of Delmarva Power & Light Company for the year ended December 31, 2023, 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. Date: February 21, 2024 /s/ J. TYLER ANTHONY J. Tyler Anthony President and Chief Executive Officer Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code Exhibit 32.14 The undersigned officer hereby certifies, as to the Report on Form 10-K of Delmarva Power & Light Company for the year ended December 31, 2023, 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. Date: February 21, 2024 /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 Exhibit 32.15 The undersigned officer hereby certifies, as to the Report on Form 10-K of Atlantic City Electric Company for the year ended December 31, 2023, 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. Date: February 21, 2024 /s/ J. TYLER ANTHONY J. Tyler Anthony President and Chief Executive Officer Certificate Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code Exhibit 32.16 The undersigned officer hereby certifies, as to the Report on Form 10-K of Atlantic City Electric Company for the year ended December 31, 2023, 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. Date: February 21, 2024 /s/ PHILLIP S. BARNETT Phillip S. Barnett Senior Vice President, Chief Financial Officer, and Treasurer 1 Exelon Corporation FINANCIAL RESTATEMENT COMPENSATION RECOUPMENT POLICY Approved July 25, 2023 The Board of Directors (the “Board”) of Exelon Corporation (the “Company”) has adopted this Financial Restatement Compensation Recoupment Policy (the “Policy”). This Policy provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under U.S. federal securities laws in accordance with the terms and conditions set forth herein. This Policy is intended to comply with the requirements of Section 10D of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 5608 of the Nasdaq Listing Rules. 1. Definitions. For the purposes of this Policy, the following terms shall have the meanings set forth below. a) “Committee” means the Talent Management and Compensation Committee of the Board or any successor committee thereof. b) “Covered Compensation” means any Incentive-based Compensation “received” by a Covered Executive during the applicable Recoupment Period; provided that: (i) such Covered Compensation was received by such Covered Executive (A) after the Effective Date, (B) after they commenced service as an Executive Officer and (C) while the Company had a class of securities publicly listed on a United States national securities exchange; and (ii) such Covered Executive served as an Executive Officer at any time during the performance period applicable to such Incentive-based Compensation. For purposes of this Policy, Incentive-based Compensation is “received” by a Covered Executive during the fiscal period in which the Financial Reporting Measure applicable to such Incentive-based Compensation (or portion thereof) is attained, even if the payment or grant of such Incentive-based Compensation is made thereafter. c) “Covered Executive” means any current or former Executive Officer. d) “Effective Date” means December 1, 2023. e) “Executive Officer” means those officers designated by the Committee as Executive Officers who are required to file forms with the SEC pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended. f) “Financial Reporting Measure” means any (i) measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, (ii) stock price measure or (iii) total shareholder return measure (and any measures that are derived wholly or in part from any measure referenced in clause (i), (ii) or (iii) above). For the avoidance of doubt, any such measure does not need to be presented within the Company’s financial statements or included in a filing with the U.S. Securities and Exchange Commission to constitute a Financial Reporting Measure. 2 g) “Financial Restatement” means a restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under U.S. federal securities laws that is required in order to correct: (i) an error in previously issued financial statements that is material to the previously issued financial statements; or (ii) an error that would result in a material misstatement if (A) the error were corrected in the current period or (B) left uncorrected in the current period. For purposes of this Policy, a Financial Restatement shall not be deemed to occur in the event of a revision of the Company’s financial statements due to an out-of-period adjustment (i.e., when the error is immaterial to the previously issued financial statements and the correction of the error is also immaterial to the current period) or a retrospective (1) application of a change in accounting principles; (2) revision to reportable segment information due to a change in the structure of the Company’s internal organization; (3) reclassification due to a discontinued operation; (4) application of a change in reporting entity, such as from a reorganization of entities under common control; or (5) revision for stock splits, reverse stock splits, stock dividends or other changes in capital structure. h) “Incentive-based Compensation” means any compensation (including, for the avoidance of doubt, any cash or equity or equity-based compensation, whether deferred or current) that is granted, earned and/or vested based wholly or in part upon the achievement of a Financial Reporting Measure. For purposes of this Policy, “Incentive-based Compensation” shall also be deemed to include any amounts which were determined based on (or were otherwise calculated by reference to) Incentive-based Compensation as defined in the preceding sentence, including, without limitation, any amounts under any long-term disability, life insurance or supplemental retirement or severance plan or agreement or any notional account that is based on Incentive-based Compensation, as well as any earnings accrued thereon. i) “Nasdaq” means the NASDAQ Global Select Market, or any successor thereof. j) “Recoupment Period” means the three fiscal years completed immediately preceding the date of any applicable Recoupment Trigger Date. Notwithstanding the foregoing, the Recoupment Period additionally includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years, provided that a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine (9) to twelve (12) months would be deemed a completed fiscal year. k) “Recoupment Trigger Date” means the earlier of (i) the date that the Board (or a committee thereof or the officer(s) of the Company authorized to take such action if Board action is not required) concludes, or reasonably should have concluded, that the Company is required to prepare a Financial Restatement, and (ii) the date on which a court, regulator or other legally authorized body directs the Company to prepare a Financial Restatement. 3 2. Recoupment of Erroneously Awarded Compensation. a) In the event of a Financial Restatement, if the amount of any Covered Compensation received by a Covered Executive (the “Awarded Compensation”) exceeds the amount of such Covered Compensation that otherwise would have been received by such Covered Executive if calculated based on the Financial Restatement (the “Adjusted Compensation”), the Company shall reasonably promptly recover from such Covered Executive an amount equal to the excess of the Awarded Compensation over the Adjusted Compensation, each calculated on a pre-tax basis (such excess amount, the “Erroneously Awarded Compensation”). b) If (i) the Financial Reporting Measure applicable to the relevant Covered Compensation is stock price or total shareholder return (or any measure derived wholly or in part from either of such measures) and (ii) the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the Financial Restatement, then the amount of Erroneously Awarded Compensation shall be determined (on a pre-tax basis) based on the Company’s reasonable estimate of the effect of the Financial Restatement on the Company’s stock price or total shareholder return (or the derivative measure thereof) upon which such Covered Compensation was received. c) For the avoidance of doubt, the Company’s obligation to recover Erroneously Awarded Compensation is not dependent on (i) if or when the restated financial statements are filed or (ii) any fault of any Covered Executive for the accounting errors or other actions leading to a Financial Restatement. d) Notwithstanding anything to the contrary in Sections 2a) through c) hereof, the Company shall not be required to recover any Erroneously Awarded Compensation if both (x) the conditions set forth in either of the following clauses (i) or (ii) are satisfied and (y) the Committee (or a majority of the independent directors serving on the Board) has determined that recovery of the Erroneously Awarded Compensation would be impracticable: (i) the direct expense paid to a third party to assist in enforcing the recovery of the Erroneously Awarded Compensation under this Policy would exceed the amount of such Erroneously Awarded Compensation to be recovered; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation pursuant to this Section 2d), the Company shall have first made a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to make such recovery and provide that documentation to the Nasdaq; (ii) recovery of the Erroneously Awarded Compensation would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Sections 401(a)(13) or 411(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). e) The Company shall not indemnify any Covered Executive, directly or indirectly, for any losses that such Covered Executive may incur in connection with the recovery of Erroneously Awarded Compensation pursuant to this Policy, including through the payment of insurance premiums or gross-up payments. f) The Committee shall determine, in its sole discretion, the manner and timing in which any Erroneously Awarded Compensation shall be recovered from a Covered Executive in accordance with applicable law, including, without limitation, by (i) requiring reimbursement of Covered Compensation previously paid in 4 cash; (ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity or equity-based awards; (iii) offsetting the Erroneously Awarded Compensation amount from any compensation otherwise owed by the Company or any of its affiliates to the Covered Executive; (iv) cancelling outstanding vested or unvested equity or equity-based awards; and/or (v) taking any other remedial and recovery action permitted by applicable law. For the avoidance of doubt, except as set forth in Section 2(d), in no event may the Company accept an amount that is less than the amount of Erroneously Awarded Compensation; provided that, to the extent necessary to avoid any adverse tax consequences to the Covered Executive pursuant to Section 409A of the Code, any offsets against amounts under any nonqualified deferred compensation plans (as defined under Section 409A of the Code) shall be made in compliance with Section 409A of the Code. 3. Administration. This Policy shall be administered by the Committee. All decisions of the Committee shall be final, conclusive, and binding upon the Company and the Covered Executives, their beneficiaries, executors, administrators, and any other legal representative. The Committee shall have full power and authority to (i) administer and interpret this Policy; (ii) correct any defect, supply any omission and reconcile any inconsistency in this Policy; and (iii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of this Policy and to comply with applicable law (including Section 10D of the Exchange Act) and applicable stock market or exchange rules and regulations. Notwithstanding anything to the contrary contained herein, to the extent permitted by Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules, the Board may, in its sole discretion, at any time and from time to time, administer this Policy in the same manner as the Committee. 4. Amendment/Termination. Subject to Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules, this Policy may be amended or terminated by the Committee at any time. To the extent that any applicable law, or stock market or exchange rules or regulations require recovery of Erroneously Awarded Compensation in circumstances in addition to those specified herein, nothing in this Policy shall be deemed to limit or restrict the right or obligation of the Company to recover Erroneously Awarded Compensation to the fullest extent required by such applicable law, stock market or exchange rules and regulations. Unless otherwise required by applicable law, this Policy shall no longer be effective from and after the date that the Company no longer has a class of securities publicly listed on a United States national securities exchange. 5. Interpretation. Notwithstanding anything to the contrary herein, this Policy is intended to comply with the requirements of Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules (and any applicable regulations, administrative interpretations or stock market or exchange rules and regulations adopted in connection therewith). The provisions of this Policy shall be interpreted in a manner that satisfies such requirements and this Policy shall be operated accordingly. If any provision of this Policy would otherwise frustrate or conflict with this intent, the provision shall be interpreted and deemed amended so as to avoid such conflict. 6. Other Compensation Clawback/Recoupment Rights. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies, rights or requirements with respect to the clawback or recoupment of any compensation that may be available to the Company pursuant to the terms of any other recoupment or clawback policy of the Company (or any of its affiliates) that may be in effect from time to time, any provisions in any employment agreement, offer letter, equity plan, equity award agreement or similar plan or agreement, and any other legal remedies available to the Company, as well as applicable law, stock market or exchange rules, listing standards or regulations; provided, however, that any amounts recouped or clawed back under any other policy that would be recoupable under this Policy shall count toward any required clawback or recoupment under this Policy and vice versa. 5 7. Exempt Compensation. Notwithstanding anything to the contrary herein, the Company has no obligation to seek recoupment of amounts paid to a Covered Executive which are granted, vested, or earned based solely upon the occurrence or non-occurrence of nonfinancial events. Such exempt compensation includes, without limitation, base salary, time-vesting awards, compensation awarded on the basis of the achievement of metrics that are not Financial Reporting Measures or compensation awarded solely at the discretion of the Committee or the Board, provided that such amounts are in no way contingent on, and were not in any way granted on the basis of, the achievement of any Financial Reporting Measure performance goal. 8. Miscellaneous. a) Any applicable award agreement or other document setting forth the terms and conditions of any compensation covered by this Policy shall be deemed to include the restrictions imposed herein and incorporate this Policy by reference and, in the event of any inconsistency, the terms of this Policy will govern. For the avoidance of doubt, this Policy applies to all compensation that is received on or after the Effective Date, regardless of the date on which the award agreement or other document setting forth the terms and conditions of the Covered Executive’s compensation became effective, including, without limitation, compensation received under the Exelon Corporation 2020 Long-Term Incentive Plan, the 2023 Exelon Corporation Annual Incentive Program, and any successor plan to each of the foregoing. b) This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators, or other legal representatives. c) All issues concerning the construction, validity, enforcement and interpretation of this Policy and all related documents, including, without limitation, any employment agreement, offer letter, equity award agreement or similar agreement, shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, without giving effect to any choice of law or conflict of law rules or provisions (whether of the Commonwealth of Pennsylvania or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Pennsylvania. d) The Covered Executives, their beneficiaries, executors, administrators and any other legal representative and the Company shall initially attempt to resolve all claims, disputes, or controversies (“Dispute”) arising under, out of or in connection with this Policy by conducting good faith negotiations amongst themselves. Any Party may give the other Party written notice of any Dispute, and if the matter has not been resolved within thirty (30) days from notice of the Dispute, either Party may initiate arbitration by filing a demand with Judicial Arbitration and Mediation Services, Inc. (“JAMS”), as set forth below. To ensure the timely and economical resolution of disputes that arise in connection with this Policy, any and all disputes, claims or causes of action arising from or relating to the enforcement, performance or interpretation of this Policy shall be resolved to the fullest extent permitted by law by final, binding and confidential arbitration, by a single arbitrator, in the location of the principal place of business of the Company Affiliate that employs the Covered Executive, and conducted by JAMS under its applicable rules. To the fullest extent permitted by law, the Covered Executives, their beneficiaries, executors, administrators and any other legal representative and the Company, shall waive (and shall hereby be deemed to have waived) (1) the right to resolve any such dispute through a trial by jury or judge or administrative proceeding; and (2) any objection to arbitration taking place in the location provided for above. The arbitrator shall: (i) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would 6 otherwise be permitted by law; and (ii) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that any party would be entitled to seek in a court of law. The award rendered by the arbitrator shall be final and binding on the parties and may be entered and enforced in any court having jurisdiction. Except as may be required by law (including without limitation Securities and Exchange Act regulations), to enforce the terms of any award, or to comply with the listing rules of any exchange on which the Company’s stock is listed, neither a party nor the arbitrator(s) may disclose the existence, content, or results of any arbitration without the prior written consent of both parties. Notwithstanding the foregoing, the Company shall be entitled to seek a restraining order or any injunctive relief in any court of competent jurisdiction to preserve its ability to recover in arbitration any Erroneously Awarded Compensation or otherwise to preserve its right to any other available relief in arbitration. Such restraining order or injunction may be granted without the necessity of the Company’s posting any bond, except to the extent otherwise required by applicable law. e) If any provision of this Policy is determined to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted by applicable law and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.  

Continue reading text version or see original annual report in PDF format above