(Dollars in millions except per share data, unless otherwise noted)
Exelon
Executive Overview
Exelon is a utility services holding company engaged in the generation,
delivery, and marketing of energy through Generation and the energy distribution
and transmission businesses through ComEd, PECO, BGE, Pepco, DPL and ACE.
Exelon has eleven reportable segments consisting of Generation's five reportable
segments (Mid-Atlantic, Midwest, New York, ERCOT and Other Power Regions),
ComEd, PECO, BGE, Pepco, DPL and ACE. See Note 1 - Significant Accounting
Policies and Note 4 - Segment Information of the Combined Notes to Consolidated
Financial Statements for additional information regarding Exelon's principal
subsidiaries and reportable segments.
Exelon's consolidated financial information includes the results of its eight
separate operating subsidiary registrants, Generation, ComEd, PECO, BGE, PHI,
Pepco, DPL and ACE, which, along with Exelon, are collectively referred to as
the Registrants. The following combined Management's Discussion and Analysis of
Financial Condition and Results of Operations is separately filed by Exelon,
Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE. However, none of the
Registrants makes any representation as to information related solely to any of
the other Registrants.
COVID-19. The Registrants have taken steps to mitigate the potential risks posed
by the global outbreak (pandemic) of COVID-19. The Registrants provide a
critical service to our customers which means that it is paramount that we keep
our employees who operate our businesses safe and minimize unnecessary risk of
exposure to the virus. The Registrants have taken extra precautions for our
employees who work in the field and for employees who continue to work in our
facilities. We have implemented work from home policies where appropriate, and
imposed travel limitations on our employees. In addition, the Registrants have
updated existing business continuity plans in the context of this pandemic.
The Registrants continue to implement strong physical and cyber-security
measures to ensure that our systems remain functional in order to both serve our
operational needs with a remote workforce and keep them running to ensure
uninterrupted service to our customers.
There have been no changes in internal control over financial reporting to date
in 2020 as of result of COVID-19 that materially affected, or are reasonably
likely to materially affect, any of the Registrants' internal control over
financial reporting. See Item 4. Controls and Procedures for additional
information.
The estimated impact to Generation's and the Utility Registrants' Net income as
a result of COVID-19 is approximately $100 million and $50 million,
respectively, for the three and six months ended June 30, 2020 and primarily
reflects the impact of reduction in load, incremental credit loss expense and
direct costs related to COVID-19 as further discussed below.
Unfavorable economic conditions due to COVID-19 have impacted the demand for
electricity and natural gas in the second quarter of 2020 and are expected to
continue to impact demand in the second half of 2020. Commercial and Industrial
customer demand has experienced a notable decrease, while residential demand has
slightly increased. Generation and the Utility Registrants estimate a net
decrease in Net income due to reduction in load of $50 to $100 million and $10
to $25 million, respectively, in the second half of 2020. Generation and the
Utility Registrants load forecasts are highly dependent on many factors
including, but not limited to, the duration of remaining restrictions and the
speed and strength of the economic recovery. A 1% change in load would result in
the following change in Net income in the second half of 2020:

                                      141

--------------------------------------------------------------------------------


  Table of Contents

                                                                      Utility Registrants' Net
                                           Generation's Net Income             Income
Commercial & Industrial Customers        $                       8   $                       4
Residential Customers                                            4                           4


Generation temporarily suspended interruption of service for all retail
residential customers for non-payment and temporarily ceased new late payment
fees for all retail customers from March to May of 2020. Starting in March of
2020, the Utility Registrants also temporarily suspended customer disconnections
for non-payment and temporarily ceased new late payment fees for all customers
and restored service to customers upon request who were disconnected in the last
twelve months. These measures were in place through July 1, 2020 for DPL
Delaware and July 15, 2020 for ACE and are currently expected to continue
through August 31, 2020 for ComEd, September 1, 2020 for BGE, Pepco Maryland and
DPL Maryland, October 9, 2020 for Pepco District of Columbia and until further
notice for PECO. As a result of such measures, the Registrants expect an
increase in Customer allowance for credit losses for the year ending December
31, 2020. Generation estimates a decrease in Net income due to an increase in
credit loss expense of $15 to $50 million in the second half of 2020. The
Utility Registrants do not expect a material decrease in Net income for the year
ending December 31, 2020. Typically, they recover credit loss expense through
rate required programs or distribution base rate cases. For those jurisdictions
without an existing rate required program to recover credit loss expense, the
Utility Registrants are pursuing strategies with their respective commissions to
recover incremental costs being incurred as a result of COVID-19. During April,
May, and July of 2020, the MDPSC, the DCPSC, the DPSC, and the NJBPU issued
orders authorizing the creation of regulatory assets to track incremental
COVID-19 related costs. Also, in May of 2020, the PAPUC issued a Secretarial
Letter authorizing the creation of regulatory assets to track incremental credit
loss expense related to COVID-19. Such orders and the Secretarial Letter will
allow for assessment of recovery of those costs in future distribution base rate
cases. ComEd and ACE have existing mechanisms for recovery of credit loss
expense. The other Utility Registrants are assessing the regulatory facts and
circumstances and expect to record regulatory assets in the second half of 2020
for the incremental credit loss expense related to COVID-19, including the
expense recorded in the second quarter of 2020. However, the timing and amount
of the recovery offset of the increase in credit loss expense could extend
beyond 2020, which could have a negative impact on Net income for the year
ending December 31, 2020.

The Registrants have also incurred direct costs related to COVID-19 consisting
primarily of costs to acquire personal protective equipment, costs for cleaning
supplies and services, and costs to hire healthcare professionals to monitor the
health of their employees. Such costs are excluded from Adjusted (non-GAAP)
Operating Earnings.

To offset part of the unfavorable impacts from reduction in load, increase in
credit loss expense and direct costs related to COVID-19, the Registrants
identified and are pursuing approximately $250 million in cost savings across
Generation and the Utility Registrants.

The Registrants rely on the capital markets for publicly offered debt as well as
the commercial paper markets to meet their financial commitments and short-term
liquidity needs. As a result of the disruptions in the commercial paper markets
in March of 2020, Generation borrowed $1.5 billion on its revolving credit
facility to refinance commercial paper, which Generation repaid on April 3,
2020. Generation also entered into two short-term loan agreements in March of
2020 for an aggregate of $500 million. On April 8, 2020, Generation received
approximately $500 million in cash after entering into an accounts receivable
financing arrangement. On April 24, 2020, Exelon Corporate entered into a credit
agreement establishing a $550 million 364-day revolving credit facility to be
used as an additional source of short-term liquidity. In addition, to date in
2020, the Registrants have issued long-term debt of $5.1 billion, of which $4.0
billion was issued in the period of April to July of 2020. The Registrants
accelerated the timing of a number of planned debt issuances resulting in the
$4.0 billion issued in the period of April to July of 2020 and the Registrants
have now completed their planned long-term debt issuances for the 2020 year. See
Liquidity and Capital Resources, Note 12 - Debt and Credit Agreements, and Note
5 - Accounts Receivable of the Combined Notes to Consolidated Financial
Statements for additional information.

The Registrants assessed long-lived assets, goodwill, and investments for
recoverability and there were no material impairment charges recorded to date in
2020. Certain assumptions are highly sensitive to changes. Changes in
significant assumptions could potentially result in future impairments, which
could be material.

This is an evolving situation that could lead to extended disruption of economic
activity in our markets. The Registrants will continue to monitor developments
affecting our workforce, our customers and our suppliers and we will take
additional precautions that we determine are necessary in order to mitigate the
impacts. The extent to which

                                      142

--------------------------------------------------------------------------------

Table of Contents



COVID-19 may impact the Registrants' ability to operate their generating and
transmission and distribution assets, the ability to access capital markets, and
results of operations, including demand for electricity and natural gas, will
depend on the spread and proliferation of COVID-19 around the world and future
developments, which are highly uncertain and cannot be predicted at this time.
Financial Results of Operations
GAAP Results of Operations. The following table sets forth Exelon's GAAP
consolidated Net Income attributable to common shareholders by Registrant for
the three and six months ended June 30, 2020 compared to the same period in
2019. For additional information regarding the financial results for the three
and six months ended June 30, 2020 and 2019 see the discussions of Results of
Operations by Registrant.
                     Three Months Ended June 30,      Favorable (unfavorable)         Six Months Ended June 30,       Favorable (unfavorable)
                       2020              2019                 variance                 2020               2019               variance
Exelon                   521               484       $              37            $      1,103       $      1,391     $           (288 )
Generation               476               108                     368                     521                472                   49
ComEd                    (61 )             186                    (247 )                   107                344                 (237 )
PECO                      39               102                     (63 )                   178                270                  (92 )
BGE                       39                45                      (6 )                   219                206                   13
PHI                       94               106                     (12 )                   202                223                  (21 )
Pepco                     57                64                      (7 )                   109                119                  (10 )
DPL                       19                30                     (11 )                    64                 83                  (19 )
ACE                       18                14                       4                      31                 24                    7
Other(a)                 (66 )             (63 )                    (3 )                  (124 )             (124 )                  -


__________

(a) Primarily includes eliminating and consolidating adjustments, Exelon's

corporate operations, shared service entities and other financing and

investing activities.




Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019.
Net income attributable to common shareholders increased by $37 million and
diluted earnings per average common share increased to $0.53 in 2020 from $0.50
in 2019 primarily due to:
• Higher net unrealized and realized gains on NDT funds;


• Higher mark-to-market gains;

• Lower operating and maintenance expense primarily due to lower contracting

costs at Generation; and

• Favorable weather conditions at PECO and DPL Delaware.

The increases were partially offset by: • Payments that ComEd will make under the Deferred Prosecution Agreement.

See Note 14 - Commitments and Contingencies of the Combined Notes to

Consolidated Financial Statements for additional information;

• Lower capacity revenue;

• Reduction in load due to COVID-19 at Generation;

• Higher storm costs related to the June 2020 storms at PECO;




•      Higher credit loss expense that includes the impacts of COVID-19 at
       Generation, PECO, Pepco and DPL;

• COVID-19 direct costs; and




•      Lower electric distribution earnings at ComEd primarily due to
       distribution formula rate timing.



                                      143

--------------------------------------------------------------------------------

Table of Contents



Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019. Net
income attributable to common shareholders decreased by $288 million and diluted
earnings per average common share decreased to $1.13 in 2020 from $1.43 in 2019
primarily due to:
•      Payments that ComEd will make under the Deferred Prosecution Agreement.

See Note 14 - Commitments and Contingencies of the Combined Notes to

Consolidated Financial Statements for additional information;

• Higher net unrealized and realized losses on NDT funds;

• Lower capacity revenue;

• Reduction in load due to COVID-19 at Generation;

• Higher nuclear outage days;

• Higher storm costs related to the June 2020 storms at PECO;




•      Higher credit loss expense that includes the impacts of COVID-19 at
       Generation, PECO, Pepco, and DPL;

• COVID-19 direct costs;

• Unfavorable weather conditions at PECO and ACE; and

• Lower allowed electric distribution ROE due to a decrease in treasury rates.




The decreases were partially offset by:
• Higher mark-to-market gains;


•      Lower operating and maintenance expense primarily due to previous cost
       management programs and lower contracting costs at Generation;

• The approval of the New Jersey ZEC program in the second quarter of 2019;

• An income tax settlement at Generation; and

• Regulatory rate increases at BGE and ACE.




Adjusted (non-GAAP) Operating Earnings. In addition to net income, Exelon
evaluates its operating performance using the measure of Adjusted (non-GAAP)
operating earnings because management believes it represents earnings directly
related to the ongoing operations of the business. Adjusted (non-GAAP) operating
earnings exclude certain costs, expenses, gains and losses and other specified
items. This information is intended to enhance an investor's overall
understanding of year-to-year operating results and provide an indication of
Exelon's baseline operating performance excluding items that are considered by
management to be not directly related to the ongoing operations of the business.
In addition, this information is among the primary indicators management uses as
a basis for evaluating performance, allocating resources, setting incentive
compensation targets and planning and forecasting of future periods. Adjusted
(non-GAAP) operating earnings is not a presentation defined under GAAP and may
not be comparable to other companies' presentations or deemed more useful than
the GAAP information provided elsewhere in this report.

                                      144

--------------------------------------------------------------------------------

Table of Contents



The following tables provide a reconciliation between net income attributable to
common shareholders as determined in accordance with GAAP and adjusted
(non-GAAP) operating earnings for the three and six months ended June 30, 2020
compared to the same period in 2019.
                                                         Three Months Ended June 30,
                                                    2020                              2019
                                                        Earnings per                     Earnings per
(All amounts in millions after tax)                     Diluted Share                    Diluted Share
Net Income Attributable to Common
Shareholders                           $       521     $        0.53     $      484     $        0.50
Mark-to-Market Impact of Economic
Hedging Activities (net of taxes of
$18 and $22, respectively)                     (51 )           (0.05 )           68              0.07
Unrealized (Gains) Losses Related to
NDT Fund Investments (net of taxes of
$275 and $28, respectively)(a)                (305 )           (0.31 )           52              0.05
Asset Impairments (net of taxes of $7
and $1, respectively)(b)                        19              0.02              1                 -
Plant Retirements and Divestitures
(net of taxes of $2 and $37,
respectively)(c)                                 7              0.01            (24 )           (0.02 )
Cost Management Program (net of taxes
of $3 and $1, respectively)(d)                   6              0.01              6              0.01
Litigation Settlement Gain (net of
taxes of $7)                                     -                 -            (19 )           (0.02 )
Change in Environmental Liabilities
(net of taxes of $0)                             1                 -              -                 -
COVID-19 Direct Costs (net of taxes of
$10)(e)                                         27              0.03              -                 -
Deferred Prosecution Agreement
Payments (net of taxes of $0)(f)               200              0.20              -                 -
Income Tax-Related Adjustments (entire
amount represents tax expense)                   5              0.01              -                 -
Noncontrolling Interests (net of taxes
of $20 and $3, respectively)(g)                104              0.11             15              0.02

Adjusted (non-GAAP) Operating Earnings $ 536 $ 0.55 $


    583     $        0.60



                                      145

--------------------------------------------------------------------------------


  Table of Contents

                                                          Six Months Ended June 30,
                                                    2020                             2019
                                                       Earnings per                     Earnings per
(All amounts in millions after tax)                    Diluted Share                    Diluted Share
Net Income Attributable to Common
Shareholders                           $    1,103     $        1.13     $    1,391     $        1.43
Mark-to-Market Impact of Economic
Hedging Activities (net of taxes of
$50 and $34, respectively)                   (146 )           (0.15 )           98              0.10
Unrealized (Gains) Losses Related to
NDT Fund Investments (net of taxes of
$130 and $133, respectively)(a)               180              0.18           (142 )           (0.15 )
Asset Impairments (net of taxes of $7
and $2, respectively)(b)                       21              0.02              6              0.01
Plant Retirements and Divestitures
(net of taxes of $6 and $32,
respectively)(c)                               20              0.02             (4 )               -
Cost Management Program (net of taxes
of $6 and $7, respectively)(d)                 17              0.02             16              0.02
Litigation Settlement Gain (net of
taxes of $7)                                    -                 -            (19 )           (0.02 )
Change in Environmental Liabilities
(net of taxes of $0)                            1                 -              -                 -
COVID-19 Direct Costs (net of taxes of
$10)(e)                                        27              0.03              -                 -
Deferred Prosecution Agreement
Payments (net of taxes of $0)(f)              200              0.20              -                 -
Income Tax-Related Adjustments (entire
amount represents tax expense)                  4                 -              -                 -
Noncontrolling Interests (net of taxes
of $10 and $15, respectively)(g)              (40 )           (0.04 )           82              0.08

Adjusted (non-GAAP) Operating Earnings $ 1,387 $ 1.42 $


 1,429     $        1.47


__________
Note:
Amounts may not sum due to rounding.
Unless otherwise noted, the income tax impact of each reconciling item between
GAAP Net Income and Adjusted (non-GAAP) Operating Earnings is based on the
marginal statutory federal and state income tax rates for each Registrant,
taking into account whether the income or expense item is taxable or deductible,
respectively, in whole or in part. For all items except the unrealized gains and
losses related to NDT fund investments, the marginal statutory income tax rates
for 2020 and 2019 ranged from 26.0% to 29.0%. Under IRS regulations, NDT fund
investment returns are taxed at different rates for investments if they are in
qualified or non-qualified funds. The effective tax rates for the unrealized
gains and losses related to NDT fund investments were 47.4% and 35.1% for the
three months ended June 30, 2020 and 2019, respectively. The effective tax rates
for the unrealized gains and losses related to NDT fund investments were 41.9%
and 48.4% for the six months ended June 30, 2020 and 2019, respectively.

(a) Reflects the impact of net unrealized gains and losses on Generation's NDT

fund investments for Non-Regulatory and Regulatory Agreement Units. The

impacts of the Regulatory Agreement Units, including the associated income

taxes, are contractually eliminated, resulting in no earnings impact.

(b) Reflects an impairment at ComEd related to the acquisition of transmission

assets and the impairment of certain wind assets at Generation.

(c) In 2019, primarily reflects net realized gains related to Oyster Creek's NDT

fund investments in conjunction with the Holtec sale on July 1, 2019 and a

gain on the sale of certain wind assets, partially offset by accelerated

depreciation and amortization expenses associated with the early retirement

of the TMI nuclear facility. In 2020, primarily reflects accelerated

depreciation and amortization expenses associated with the early retirement

of certain fossil sites.

(d) Primarily represents reorganization costs related to cost management

programs.

(e) Represents direct costs related to COVID-19 consisting primarily of costs to

acquire personal protective equipment, costs for cleaning supplies and

services, and costs to hire healthcare professionals to monitor the health of

employees.

(f) Reflects the payments that ComEd will make under the Deferred Prosecution

Agreement. See Note 14 - Commitments and Contingencies of the Combined Notes

to Consolidated Financial Statements for additional information.

(g) Represents elimination from Generation's results of the noncontrolling

interests related to certain exclusion items, primarily related to unrealized


    gains and losses on NDT fund investments for CENG units.



                                      146

--------------------------------------------------------------------------------

Table of Contents



Significant 2020 Transactions and Developments
Deferred Prosecution Agreement
On July 17, 2020, ComEd entered into a Deferred Prosecution Agreement (DPA) with
the U.S. Attorney's Office for the Northern District of Illinois (USAO) to
resolve the USAO's investigation into ComEd's lobbying activities in the State
of Illinois. Under the DPA, the USAO filed a single charge alleging that ComEd
improperly gave and offered to give jobs, vendor subcontracts, and payments
associated with those jobs and subcontracts for the benefit of the Speaker of
the Illinois House of Representatives and the Speaker's associates, with the
intent to influence the Speaker's action regarding legislation affecting ComEd's
interests. The DPA provides that the USAO will defer any prosecution of such
charge and any other criminal or civil case against ComEd in connection with the
matters identified therein for a three-year period subject to certain
obligations of ComEd, including payment to the United States Treasury of $200
million, with $100 million payable within thirty days of the filing of the DPA
with the United States District Court for the Northern District of Illinois and
an additional $100 million within ninety days of such filing date. The payments
will not be recovered in rates or charged to customers, and ComEd will not seek
or accept reimbursement or indemnification from any source other than Exelon.
Utility Rates and Base Rate Proceedings
The Utility Registrants file base rate cases with their regulatory commissions
seeking increases or decreases to their electric transmission and distribution,
and gas distribution rates to recover their costs and earn a fair return on
their investments. The outcomes of these regulatory proceedings impact the
Utility Registrants' current and future financial statements.
The following tables show the Utility Registrants' completed and pending
distribution base rate case proceedings in 2020. See Note 2 - Regulatory Matters
of the Combined Notes to Consolidated Financial Statements for additional
information on these and other regulatory proceedings.
Completed Distribution Base Rate Case Proceedings
                                            Requested      Approved
                                             Revenue        Revenue
                                           Requirement    Requirement                                     Rate
                                           (Decrease)     (Decrease)                                   Effective

Registrant/Jurisdiction Filing Date Increase Increase Approved ROE Approval Date Date ComEd - Illinois (Electric) April 8, $ (6 ) $ (17 )


 8.91 %   December 4, 2019 January 1,
                                2019                                                                      2020
                            December 5,
                                2019                                                                    July 16,
DPL - Maryland (Electric)     (amended            17              12         9.60 %    July 14, 2020      2020
                             April 23,
                               2020)



                                      147

--------------------------------------------------------------------------------

Table of Contents

Pending Distribution Base Rate Case Proceedings


                                         Requested Revenue
                                            Requirement
                                            (Decrease)

Registrant/Jurisdiction Filing Date Increase Requested ROE Expected Approval Timing ComEd - Illinois April 16, 2020 $

           (11 )        8.38 %    Fourth quarter of 2020
(Electric)
BGE - Maryland
(Electric and Natural     May 15, 2020               235          10.1 %    Fourth quarter of 2020
Gas)
Pepco - District of       May 30, 2019
Columbia (Electric)     (amended June 1,             136           9.7 %    

Fourth quarter of 2020


                             2020)
DPL - Delaware (Natural   February 21,
Gas)                     2020 (amended                 9          10.3 %    

First quarter of 2021


                        March 17, 2020)
DPL - Delaware           March 6, 2020
(Electric)               (amended April               24          10.3 %    

Second quarter of 2021


                           16, 2020)


Transmission Formula Rates
Transmission Formula Rate (Exelon, ComEd, PECO, BGE, PHI, Pepco, DPL and
ACE). ComEd's, PECO's, BGE's, Pepco's, DPL's and ACE's transmission rates are
each established based on a FERC-approved formula. ComEd, BGE, Pepco, DPL and
ACE are required to file an annual update to the FERC-approved formula on or
before May 15 and PECO is required to file on or before May 31, with the
resulting rates effective on June 1 of the same year. The annual update for
ComEd, BGE, DPL and ACE is based on prior year actual costs and current year
projected capital additions (initial year revenue requirement). The annual
update for PECO is based on prior year actual costs and current year projected
capital additions, accumulated depreciation, and accumulated deferred income
taxes. The annual update for Pepco is based on prior year actual costs and
current year projected capital additions, accumulated depreciation, depreciation
and amortization expense and accumulated deferred income taxes. The update for
ComEd, BGE, DPL and ACE also reconciles any differences between the revenue
requirement in effect beginning June 1 of the prior year and actual costs
incurred for that year (annual reconciliation). The update for PECO and Pepco
also reconciles any differences between the actual costs and actual revenues for
the calendar year (annual reconciliation).
For 2020, the following total increases/(decreases) were included in ComEd's,
PECO's, BGE's, Pepco's, DPL's and ACE's electric transmission formula rate
filings:
                        Initial Revenue                              Total Revenue
                          Requirement                                 Requirement
                            Increase       Annual Reconciliation        Increase      Allowed Return
      Registrant           (Decrease)             Decrease             (Decrease)      on Rate Base      Allowed ROE
ComEd                   $         18     $              (4 )        $         14          8.17 %                11.50 %
PECO                               5                   (28 )                 (23 )        7.47 %                10.35 %
BGE                               16                    (3 )                   4          7.26 %                10.50 %
Pepco                              2                   (46 )                 (44 )        7.81 %                10.50 %
DPL                               (4 )                 (40 )                 (44 )        7.20 %                10.50 %
ACE                                5                   (25 )                 (20 )        7.40 %                10.50 %



                                      148

--------------------------------------------------------------------------------

Table of Contents



Sales of Customer Accounts Receivable
On April 8, 2020, NER, a bankruptcy remote, special purpose entity, which is
wholly owned by Generation, entered into an accounts receivable financing
facility with a number of financial institutions and a commercial paper conduit
to sell certain customer accounts receivables. Generation received approximately
$500 million of cash in accordance with the initial sale of approximately $1.2
billion receivables. See Note 5 - Accounts Receivable of the Combined Notes to
Consolidated Financial Statements for additional information.
Other Key Business Drivers and Management Strategies
The following discussion of other key business driver and management strategies
includes current developments of previously disclosed matters and new issues
arising during the period that may impact future financial statements. This
section should be read in conjunction with ITEM 1. Business and ITEM 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Other Key Business Drivers and Management Strategies in the
Registrants' combined 2019 Form 10-K and Note 14 - Commitments and Contingencies
to the Consolidated Financial Statements in this report for additional
information on various environmental matters.
Power Markets
Section 232 Uranium Petition
On January 16, 2018, two Canadian-owned uranium mining companies with operations
in the U.S. jointly submitted a petition to the U.S. Department of Commerce
("DOC") seeking relief under Section 232 of the Trade Expansion Act of 1962 from
imports of uranium products, alleging that these imports threaten national
security.
The United States Nuclear Fuel Working Group ("Working Group") report was made
public on April 23, 2020. The Working Group report states that nuclear power is
intrinsically tied to national security, and promises that the U.S. government
will take bold actions to strengthen all parts of the nuclear fuel industry in
the U.S. It recommends the Agreement Suspending the Antidumping Investigation on
Uranium from the Russian Federation (the "Russian Suspension Agreement") be
extended and to consider reducing the amount of Russian imports of nuclear fuel.
The Russian Suspension Agreement is the historical resolution of a 1991 DOC
investigation that found that the Russians had been selling or "dumping" cheap
uranium products into the U.S. The Russian Suspension Agreement has been amended
several times in the intervening years to allow Russia to supply limited amounts
of uranium products into the U.S.  It was set to expire at the end of 2020, but
the U.S. government has expressed interest in continuing the limitations on
Russian imports by renegotiating the Russian Suspension Agreement.
The Working Group report should be viewed as policy recommendations that may be
implemented by executive agencies, congress and or regulatory bodies.
Negotiations between the DOC and the Russians on an extension of the Russian
Suspension Agreement are in progress at this time, and may result in a reduction
in the amount of uranium that can be imported from Russia, which may have the
effect of reducing the diversity of supply available to Exelon for uranium,
enrichment and conversion services purchases. Exelon and Generation cannot
currently predict the outcome of the policy changes recommended by the Working
Group.
Hedging Strategy
Exelon's policy to hedge commodity risk on a ratable basis over three-year
periods is intended to reduce the financial impact of market price volatility.
Generation is exposed to commodity price risk associated with the unhedged
portion of its electricity portfolio. Generation enters into non-derivative and
derivative contracts, including financially-settled swaps, futures contracts and
swap options, and physical options and physical forward contracts, all with
credit-approved counterparties, to hedge this anticipated exposure. As of
June 30, 2020, the percentage of expected generation hedged for the
Mid-Atlantic, Midwest, New York and ERCOT reportable segments is 98%-101% and
76%-79% for 2020 and 2021, respectively. Generation has been and will continue
to be proactive in using hedging strategies to mitigate commodity price risk.
Generation procures natural gas through long-term and short-term contracts and
spot-market purchases. Nuclear fuel assemblies are obtained predominantly
through long-term uranium concentrate supply contracts, contracted conversion
services, contracted enrichment services, or a combination thereof, and
contracted fuel fabrication services. The supply markets for uranium
concentrates and certain nuclear fuel services are subject to price fluctuations
and availability restrictions. Approximately 60% of Generation's uranium
concentrate requirements from

                                      149

--------------------------------------------------------------------------------

Table of Contents



2020 through 2024 are supplied by three suppliers. In the event of
non-performance by these or other suppliers, Generation believes that
replacement uranium concentrate can be obtained, although at prices that may be
unfavorable when compared to the prices under the current supply agreements.
Non-performance by these counterparties could have a material adverse impact on
Exelon's and Generation's results of operations, cash flows and financial
positions.
See Note 11 - Derivative Financial Instruments of the Combined Notes to
Consolidated Financial Statements and Item 3. Quantitative and Qualitative
Disclosures about Market Risk for additional information.
The Utility Registrants mitigate commodity price risk through regulatory
mechanisms that allow them to recover procurement costs from retail customers.
Environmental Legislative and Regulatory Developments
Air Quality
Mercury and Air Toxics Standards Rule (MATS). On December 16, 2011, the EPA
signed a final rule, known as MATS, to reduce emissions of hazardous air
pollutants from power plants. MATS requires coal-fired power plants to achieve
high removal rates of mercury, acid gases and other metals, and to make capital
investments in pollution control equipment and incur higher operating expenses.
In April 2014, the U.S. Court of Appeals for the D.C. Circuit issued a decision
upholding MATS in its entirety. On appeal, the U.S. Supreme Court decided in
June 2015 that the EPA unreasonably refused to consider costs in determining
whether it is appropriate and necessary to regulate power plant emissions of
hazardous air pollutants, but did not vacate MATS. In 2016, the EPA issued a
supplemental finding responding to the U.S. Supreme Court's decision; the EPA
concluded that, after considering costs, it remained appropriate and necessary
to regulate hazardous air pollutants from power plants. On May 22, 2020,
however, the EPA reversed course, publishing a final rule revoking the
"appropriate and necessary" finding underpinning MATS. A coal mining company
filed a lawsuit in the U.S. D.C. Circuit court seeking vacatur of MATS based on
EPA's May 22, 2020 ruling. On June 22, 2020, Exelon and two other entities filed
a motion to intervene in that lawsuit to defend MATS, and on July 21, 2020, they
separately filed a lawsuit in the D.C. Circuit court challenging the EPA's May
22, 2020 rescission of the appropriate and necessary finding underpinning MATS.
The Clean Power Plan and Affordable Clean Energy Rule. The EPA's 2015 Clean
Power Plan (CPP) established regulations addressing carbon dioxide emissions
from existing fossil-fired power plants under Clean Air Act Section 111(d). The
CPP's carbon pollution limits could be met through changes to the electric
generation system, including shifting generation from higher-emitting units to
lower- or zero-emitting units, as well as the development of new or expanded
zero-emissions generation. In July 2019, the EPA published its final the
Affordable Clean Energy rule, which repealed the CPP and replaced it with less
stringent emissions guidelines for existing fossil-fired power plants based on
heat rate improvement measures that could be achieved within the fence line of
individual plants. Exelon, together with a coalition of other electric
utilities, filed a lawsuit in the U.S. Court of Appeals for the D.C. Circuit on
September 6, 2019, challenging the Affordable Clean Energy rule as unlawful.
This lawsuit has been consolidated with separate challenges to the Affordable
Clean Energy rule filed by various states, non-governmental organizations, and
business coalitions.
Employees
In June 2020, Generation, ComEd, and DPL ratified or extended CBAs as follows:
•      Generation ratified its CBA with SPFPA Local 238, which covers 122
       security officers at Quad Cities.  The CBA expires in 2023.


•      ComEd extended its CBA with IBEW Local 15 to 2022, which covers 80
       employees in the System Services Group.

• DPL ratified its CBAs with IBEW Locals 1238 and 1307, which together cover


       857 employees. Both CBAs expire in 2024.




                                      150

--------------------------------------------------------------------------------

Table of Contents



Critical Accounting Policies and Estimates
Management of each of the Registrants makes a number of significant estimates,
assumptions and judgments in the preparation of its financial statements. At
June 30, 2020, the Registrants' critical accounting policies and estimates had
not changed significantly from December 31, 2019. See ITEM 7. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -
Critical Accounting Policies and Estimates in the Registrants' 2019 Form 10-K
for further information.
Results of Operations by Registrant

                                      151
--------------------------------------------------------------------------------

Table of Contents

Generation



Results of Operations - Generation
Generation's Results of Operations includes discussion of RNF, which is a
financial measure not defined under GAAP and may not be comparable to other
companies' presentations or deemed more useful than the GAAP information
provided elsewhere in this report. The CODMs for Exelon and Generation evaluate
the performance of Generation's electric business activities and allocate
resources based on RNF. Generation believes that RNF is a useful measure because
it provides information that can be used to evaluate its operational
performance.

                                Three Months Ended         Favorable         Six Months Ended       (Unfavorable)
                                     June 30,            (Unfavorable)           June 30,             Favorable
                                 2020         2019         Variance          2020        2019         Variance
Operating revenues           $   3,880      $ 4,210     $        (330 )   $  8,613     $ 9,506     $        (893 )
Purchased power and fuel
expense                          1,942        2,292               350        4,646       5,497               851
Revenues net of purchased
power and fuel expense           1,938        1,918                20        3,967       4,009               (42 )
Other operating expenses
Operating and maintenance        1,189        1,266                77        2,451       2,484                33
Depreciation and
amortization                       300          409               109          604         814               210
Taxes other than income
taxes                              116          129                13          246         264                18
Total other operating
expenses                         1,605        1,804               199        3,301       3,562               261
Gain on sales of assets and
businesses                          12           33               (21 )         12          33               (21 )
Operating income                   345          147               198          678         480               198
Other income and
(deductions)
Interest expense, net              (87 )       (116 )              29         (197 )      (227 )              30
Other, net                         602          171               431         (168 )       601              (769 )
Total other income and
(deductions)                       515           55               460         (365 )       374              (739 )
Income before income taxes         860          202               658          313         854              (541 )
Income taxes                       329           78              (251 )        (59 )       301               360
Equity in losses of
unconsolidated affiliates           (2 )         (6 )               4           (4 )       (13 )               9
Net income                         529          118               411          368         540              (172 )
Net income (loss)
attributable to
noncontrolling interests            53           10                43         (153 )        68              (221 )
Net income attributable to
membership interest          $     476      $   108     $         368     $ 

521 $ 472 $ 49




Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019.
Net income attributable to membership interest increased $368 million by
primarily due to:
• Higher net unrealized and realized gains on NDT funds;


• Higher mark-to-market gains; and

• Lower operating and maintenance expense primarily due to lower contracting

costs.




The increases were partially offset by:
• Lower capacity revenue;



                                      152

--------------------------------------------------------------------------------

Table of Contents

Generation

• Reduction in load due to COVID-19;

• COVID-19 direct costs; and

• Higher credit loss expense that includes the impacts of COVID-19.




Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019. Net
income attributable to membership interest increased $49 million by primarily
due to:
• Higher mark-to-market gains;


•      Lower operating and maintenance expense primarily due to previous cost
       management programs and lower contracting costs;

• The approval of the New Jersey ZEC program in the second quarter of 2019; and




• An income tax settlement.


The increases were partially offset by:
• Higher net unrealized and realized losses on NDT funds;


• Lower capacity revenue;

• Reduction in load due to COVID-19;

• Higher nuclear outage days;

• COVID-19 direct costs; and

• Higher credit loss expense that includes the impacts of COVID-19.




Revenues Net of Purchased Power and Fuel Expense. The basis for Generation's
reportable segments is the integrated management of its electricity business
that is located in different geographic regions, and largely representative of
the footprints of ISO/RTO and/or NERC regions, which utilize multiple supply
sources to provide electricity through various distribution channels (wholesale
and retail). Generation's hedging strategies and risk metrics are also aligned
with these same geographic regions. Generation's five reportable segments are
Mid-Atlantic, Midwest, New York, ERCOT and Other Power Regions. See Note 4 -
Segment Information of the Combined Notes to Consolidated Financial Statements
for additional information on these reportable segments.
The following business activities are not allocated to a region and are reported
under Other: natural gas, as well as other miscellaneous business activities
that are not significant to overall operating revenues or results of operations.
Further, the following activities are not allocated to a region and are reported
in Other: accelerated nuclear fuel amortization associated with nuclear
decommissioning; and other miscellaneous revenues.
Generation evaluates the operating performance of electric business activities
using the measure of RNF. Operating revenues include all sales to third parties
and affiliated sales to the Utility Registrants. Purchased power costs include
all costs associated with the procurement and supply of electricity including
capacity, energy and ancillary services. Fuel expense includes the fuel costs
for owned generation and fuel costs associated with tolling agreements.

                                      153
--------------------------------------------------------------------------------

Table of Contents

Generation



For the three and six months ended June 30, 2020 compared to 2019, RNF by region
were as follows. See Note 4 - Segment Information of the Combined Notes to the
Consolidated Financial Statements for additional information on Purchase power
and fuel expense for Generation's reportable segments.
                    Three Months Ended                                      

Six Months Ended

June 30,                                           

June 30,


                     2020           2019       Variance      % Change        2020         2019       Variance      % Change
Mid-Atlantic(a) $      525        $   652     $    (127 )      (19.5 )%   $   1,092     $ 1,334     $    (242 )      (18.1 )%
Midwest(b)             703            730           (27 )       (3.7 )%       1,427       1,500           (73 )       (4.9 )%
New York               246            253            (7 )       (2.8 )%         440         519           (79 )      (15.2 )%
ERCOT                   97             79            18         22.8  %         177         154            23         14.9  %
Other Power
Regions                157            134            23         17.2  %         312         292            20          6.8  %
Total electric
revenues net of
purchased power
and fuel
expense              1,728          1,848          (120 )       (6.5 )%       3,448       3,799          (351 )       (9.2 )%
Mark-to-market
gains (losses)          85            (74 )         159        214.9  %         218        (102 )         320        313.7  %
Other                  125            144           (19 )      (13.2 )%         301         312           (11 )       (3.5 )%
Total revenue
net of
purchased power
and fuel
expense         $    1,938        $ 1,918     $      20          1.0  %   $   3,967     $ 4,009     $     (42 )       (1.0 )%


_________

(a) Includes results of transactions with PECO, BGE, Pepco, DPL and ACE.

(b) Includes results of transactions with ComEd.








                                      154

--------------------------------------------------------------------------------

Table of Contents

Generation

Generation's supply sources by region are summarized below:


                       Three Months Ended                                  Six Months Ended
                            June 30,                                           June 30,
Supply Source
(GWhs)                  2020           2019     Variance    % Change       2020        2019      Variance    % Change
Nuclear
Generation(a)
Mid-Atlantic          13,167         14,075        (908 )     (6.5 )%     25,951      29,155      (3,204 )    (11.0 )%
Midwest               23,860         23,996        (136 )     (0.6 )%     47,458      47,729        (271 )     (0.6 )%
New York               6,389          6,677        (288 )     (4.3 )%     12,562      13,579      (1,017 )     (7.5 )%
Total Nuclear
Generation            43,416         44,748      (1,332 )     (3.0 )%     85,971      90,463      (4,492 )     (5.0 )%
Fossil and
Renewables
Mid-Atlantic             707            915        (208 )    (22.7 )%      1,560       1,865        (305 )    (16.4 )%
Midwest                  268            328         (60 )    (18.3 )%        656         719         (63 )     (8.8 )%
New York                   1              1           -          -  %          2           2           -          -  %
ERCOT                  3,251          3,066         185        6.0  %      6,263       6,144         119        1.9  %
Other Power
Regions                2,603          2,514          89        3.5  %      6,110       5,654         456        8.1  %
Total Fossil and
Renewables             6,830          6,824           6        0.1  %     14,591      14,384         207        1.4  %
Purchased Power
Mid-Atlantic           3,730          2,557       1,173       45.9  %      9,672       5,123       4,549       88.8  %
Midwest                  236            250         (14 )     (5.6 )%        524         538         (14 )     (2.6 )%
ERCOT                  1,255          1,213          42        3.5  %      2,246       2,255          (9 )     (0.4 )%
Other Power
Regions               11,303         11,116         187        1.7  %     23,469      23,684        (215 )     (0.9 )%
Total Purchased
Power                 16,524         15,136       1,388        9.2  %     35,911      31,600       4,311       13.6  %
Total Supply/Sales
by Region(c)
Mid-Atlantic(b)       17,604         17,547          57        0.3  %     37,183      36,143       1,040        2.9  %
Midwest(b)            24,364         24,574        (210 )     (0.9 )%     48,638      48,986        (348 )     (0.7 )%
New York               6,390          6,678        (288 )     (4.3 )%     12,564      13,581      (1,017 )     (7.5 )%
ERCOT                  4,506          4,279         227        5.3  %      8,509       8,399         110        1.3  %
Other Power
Regions               13,906         13,630         276        2.0  %     29,579      29,338         241        0.8  %
Total Supply/Sales
by Region             66,770         66,708          62        0.1  %    136,473     136,447          26          -  %


_________

(a) Includes the proportionate share of output where Generation has an undivided

ownership interest in jointly-owned generating plants and includes the total

output of plants that are fully consolidated (e.g. CENG).

(b) Includes affiliate sales to PECO, BGE, Pepco, DPL and ACE in the Mid-Atlantic

region and affiliate sales to ComEd in the Midwest region.

(c) Reflects a decrease in load due to COVID-19.


                                      155
--------------------------------------------------------------------------------

Table of Contents

Generation

For the three and six months ended June 30, 2020 compared to 2019, changes in RNF by region were as follows:


                        Increase/        Three Months Ended         

Increase/ Six Months Ended June 30,


                       (Decrease)           June 30, 2020          (Decrease)               2020

Mid-Atlantic $ (127 ) • decreased capacity $ (242 ) • decreased capacity


                                      revenue                                     revenue
                                      • decreased revenue due                     • decreased revenue due
                                      to permanent cease of                       to permanent cease of
                                      generation operations at                    generation operations at
                                      Three Mile Island in the                    Three Mile Island in the
                                      third quarter of 2019                       third quarter of 2019
                                      • decreased load due to                     • decreased load due to
                                      COVID-19                                    COVID-19
                                      • lower realized energy                     • lower realized energy
                                      prices, partially offset                    prices, partially offset
                                      by                                          by
                                      • increased ZEC revenues                    • increased ZEC revenues
                                      due to decreased nuclear                    due to the approval of
                                      outage days at Salem                        the NJ ZEC program in the
                                                                                  second quarter of 2019
Midwest                      (27 )    • decreased capacity               

(73 ) • decreased capacity


                                      revenue                                     revenue
                                      • decreased load due to                     • decreased load due to
                                      COVID-19                                    COVID-19
                                      • lower realized energy                     • lower realized energy
                                      prices                                      prices
New York                      (7 )    • decreased load due to            

(79 ) • decreased load due to


                                      COVID-19                                    COVID-19
                                      • lower realized energy                     • lower realized energy
                                      prices, partially offset                    prices
                                      by                                          • increased nuclear
                                      • increased capacity                        outage days
                                      revenues
ERCOT                         18      • higher portfolio                  23      • higher portfolio
                                      optimization, partially                     optimization partially
                                      offset by                                   offset by
                                      • decreased load due to                     • decreased load due to
                                      COVID-19                              

COVID-19


Other Power Regions           23      • higher portfolio                  20      • higher portfolio
                                      optimization, partially                     optimization, partially
                                      offset by                                   offset by
                                      • decreased capacity                        • decreased capacity
                                      revenue                                     revenue
                                      • decreased load due to                     • decreased load due to
                                      COVID-19                                    COVID-19
Mark-to-market(a)            159      • gains on economic                320      • gains on economic
                                      hedging activities of $85                   hedging activities of
                                      million in 2020 compared                    $218 million in 2020
                                      to losses of $74 million                    compared to losses of
                                      in 2019                                     $102 million in 2019
Other                        (19 )    • decreased revenue               

(11 ) • decreased revenue


                                      related to the energy                 

related to the energy


                                      efficiency business                         efficiency business
Total               $         20                                $        (42 )


_________

(a) See Note 11 - Derivative Financial Instruments for additional information on


    mark-to-market gains (losses).



                                      156

--------------------------------------------------------------------------------

Table of Contents

Generation



Nuclear Fleet Capacity Factor. The following table presents nuclear fleet
operating data for the Generation-operated plants, which reflects ownership
percentage of stations operated by Exelon, excluding Salem, which is operated by
PSEG. The nuclear fleet capacity factor presented in the table is defined as the
ratio of the actual output of a plant over a period of time to its output if the
plant had operated at full average annual mean capacity for that time period.
Generation considers capacity factor to be a useful measure to analyze the
nuclear fleet performance between periods. Generation has included the analysis
below as a complement to the financial information provided in accordance with
GAAP. However, these measures are not a presentation defined under GAAP and may
not be comparable to other companies' presentations or be more useful than the
GAAP information provided elsewhere in this report.
                                Three Months Ended        Six Months Ended
                                     June 30,                 June 30,
                                 2020         2019        2020         2019
Nuclear fleet capacity factor    95.4 %        95.1 %     94.7 %       96.1 %
Refueling outage days              92            56        186          130
Non-refueling outage days           -            28         11           28


The changes in Operating and maintenance expense consisted of the following:
                                                     Three Months Ended     Six Months Ended June 30,
                                                       June 30, 2020                   2020
                                                    Increase (Decrease)        Increase (Decrease)
Litigation Settlements                             $              26        $                26
COVID-19 Direct Costs                                             23                         23
Nuclear refueling outage costs, including the
co-owned Salem plants                                             12                         54
Credit loss expense(a)                                            12                         17
Asset Impairments                                                  9                          5
Pension and non-pension postretirement benefits
expense                                                           (4 )                       (9 )
Accretion expense                                                 (5 )                      (15 )
Other                                                             (9 )                       (4 )
Travel and Entertainment                                         (11 )                      (12 )
Plant retirements and divestitures                               (13 )                       69
Corporate allocations                                            (16 )                      (27 )
Labor, other benefits, contracting and
materials(b)                                                    (101 )                     (160 )
Increase in operating and maintenance expense      $             (77 )      $               (33 )


_________

(a) Increased credit loss expense including impacts from COVID-19.

(b) Primarily reflects decreased costs related to the permanent cease of

generation operations at TMI and lower labor costs resulting from previous

cost management programs.




Depreciation and amortization expense for the three and six months ended June
30, 2020 compared to the same period in 2019 decreased primarily due to the
permanent cease of generation operations at Three Mile Island in the third
quarter of 2019.
Taxes other than income taxes for the three and six months ended June 30, 2020
compared to the same period in 2019 decreased primarily due to decreased sales
and power usage.

Gain on sales of assets and businesses for the three and six months ended June
30, 2020 compared to the same period in 2019 decreased primarily due to
Generation's gain on sale of certain wind assets in the second quarter of 2019.
Interest Expense for the three and six months ended June 30, 2020 compared to
the same period in 2019 decreased primarily due to the maturity of long-term
debt in the first and second quarter of 2020.

                                      157
--------------------------------------------------------------------------------

Table of Contents

Generation



Other, net for the three months ended June 30, 2020 compared to the same period
in 2019 increased and for the six months ended June 30, 2020 compared to the
same period in 2019 decreased due to activity associated with NDT funds as
described in the table below:
                                           Three Months Ended                 Six Months Ended
                                                June 30,                          June 30,
                                          2020             2019             2020             2019
Net unrealized (losses) gains on NDT
funds(a)                             $       452       $       (98 )   $      (253 )     $      182
Net realized gains on sale of NDT
funds(a)                                       3               193              58              222
Interest and dividend income on NDT
funds(a)                                      19                36              46               61
Contractual elimination of income
tax expense(b)                               134                34             (43 )            120
Other                                         (6 )               6              24               16
Total other, net                     $       602       $       171     $      (168 )     $      601


_________

(a) Unrealized gains (losses), realized gains and interest and dividend income on

the NDT funds are associated with the Non-Regulatory Agreement units.

(b) Contractual elimination of income tax expense is associated with the income

taxes on the NDT funds of the Regulatory Agreement units.




Effective income tax rates were 38.3% and 38.6% for the three months ended June
30, 2020 and 2019, respectively. Generation's effective income tax rates were
(18.8)% and 35.2% for the six months ended June 30, 2020 and 2019, respectively.
The change primarily reflects one-time tax settlements. See Note 12 - Income
Taxes of the Combined Notes to Consolidated Financial Statements for additional
information
Net income attributable to noncontrolling interests for the three months ended
June 30, 2020 compared to the same period in 2019 increased primarily due to
higher net gains on NDT fund investments for CENG and for the six months ended
June 30, 2020 compared to the same period in 2019 decreased primarily due to
unrealized losses on NDT fund investments for CENG.

                                      158
--------------------------------------------------------------------------------


  Table of Contents
                                                                           ComEd

Results of Operations - ComEd

                            Three Months Ended          Favorable          Six Months Ended          Favorable
                                 June 30,             (Unfavorable)            June 30,            (Unfavorable)
                             2020          2019         Variance          2020          2019         Variance
Operating revenues       $   1,417      $  1,351     $          66     $   2,856     $  2,759     $          97
Operating expenses
Purchased power expense        464           407               (57 )         951          892               (59 )
Operating and
maintenance                    536           305              (231 )         853          626              (227 )
Depreciation and
amortization                   274           257               (17 )         547          508               (39 )
Taxes other than income
taxes                           71            71                 -           146          148                 2
Total operating expenses     1,345         1,040              (305 )       2,497        2,174              (323 )
Gain on sales of assets          -             -                 -             -            3                (3 )
Operating income                72           311              (239 )         359          588              (229 )
Other income and
(deductions)
Interest expense, net          (98 )         (89 )              (9 )        (192 )       (178 )             (14 )
Other, net                      11            10                 1            22           19                 3
Total other income and
(deductions)                   (87 )         (79 )              (8 )        (170 )       (159 )             (11 )
(Loss) income before
income taxes                   (15 )         232              (247 )         189          429              (240 )
Income taxes                    46            46                 -            82           85                 3
Net (loss) income        $     (61 )    $    186     $        (247 )   $     107     $    344     $        (237 )


Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019.
Net income decreased $247 million as compared to the same period in 2019,
primarily due to payments that ComEd will make under the Deferred Prosecution
Agreement, an impairment charge resulting from acquisition of transmission
assets, and distribution formula rate timing. See Note 14 - Commitments and
Contingencies of the Combined Notes to Consolidated Financial Statements for
additional information related to the Deferred Prosecution Agreement.
Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019. Net
income decreased $237 million as compared to the same period in 2019, primarily
due to payments that ComEd will make under the Deferred Prosecution Agreement,
an impairment charge resulting from acquisition of transmission assets, and
lower allowed electric distribution ROE due to a decrease in treasury rates,
partially offset by higher electric distribution formula rate earnings
(reflecting the impacts of higher rate base). See Note 14 - Commitments and
Contingencies of the Combined Notes to Consolidated Financial Statements for
additional information related to the Deferred Prosecution Agreement.
The changes in Operating revenues consisted of the following:
                              Three Months Ended       Six Months Ended
                                 June 30, 2020           June 30, 2020
                              Increase (Decrease)     Increase (Decrease)
Electric distribution        $             -         $             21
Transmission                              (4 )                    (12 )
Energy efficiency                          6                       19
                                           2                       28
Regulatory required programs              64                       69
Total increase               $            66         $             97



                                      159

--------------------------------------------------------------------------------

Table of Contents

ComEd



Revenue Decoupling. The demand for electricity is affected by weather conditions
and customer usage. Operating revenues are not impacted by abnormal weather,
usage per customer or number of customers as a result of a change to the
electric distribution formula rate 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 for the three months ended June 30, 2020 compared to the
same period in 2019 remained relatively consistent. Electric distribution
revenue increased during the six months ended June 30, 2020 as compared to the
same period in 2019, primarily due to the impact of higher rate base and higher
fully recoverable costs, offset by lower allowed ROE due to a decrease in
treasury rates. See Note 2 - Regulatory Matters of the Combined Notes to
Consolidated Financial Statements for additional information.
Transmission Revenue. Under a FERC-approved formula, transmission revenue varies
from year to year based upon fluctuations in the underlying costs, capital
investments being recovered and the highest daily peak load, which is updated
annually in January based on the prior calendar year. Generally,
increases/decreases in the highest daily peak load will result in higher/lower
transmission revenue. Transmission revenue decreased for the three and six
months ended June 30, 2020 as compared to the same period in 2019, primarily due
to the impact of decreased peak load partially offset by higher fully
recoverable costs. See Note 2 - Regulatory Matters of the Combined Notes to
Consolidated Financial Statements for additional information.
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 three and six
months ended June 30, 2020 as compared to the same period in 2019, primarily due
to the increased regulatory asset amortization. See Depreciation and
amortization expense discussions below and Note 2 - Regulatory Matters of the
Combined Notes to Consolidated Financial Statements for additional information.
Regulatory Required Programs represents revenues collected under approved riders
to recover costs incurred for regulatory programs such as recoveries under the
credit loss expense tariff, environmental costs associated with MGP sites, and
costs related to electricity, ZEC and REC procurement. The riders are designed
to provide full and current cost recovery. The costs of these programs are
included in Purchased power and fuel 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 but
impact Operating revenues related to supplied electricity. Drivers of Operating
revenues related to electricity, ZEC and REC procurement costs and participation
in customer choice programs are fully offset by their impact on Purchased power
and fuel expense. ComEd recovers electricity, ZEC and REC procurement costs from
customers without mark-up.
See Note 4 - Segment Information of the Combined Notes to Consolidated Financial
Statements for the presentation of ComEd's revenue disaggregation.
The increase of $57 million and $59 million for the three and six months ended
June 30, 2020 compared to the same period in 2019, respectively, in Purchased
power expense is offset in Operating revenues as part of regulatory required
programs.

                                      160
--------------------------------------------------------------------------------

Table of Contents

ComEd



The changes in Operating and maintenance expense consisted of the following:
                                                          Three Months Ended        Six Months Ended
                                                            June 30, 2020             June 30, 2020
                                                         Increase (Decrease)       (Decrease) Increase
Deferred Prosecution Agreement payments(a)              $                200     $              200
Storm-related costs                                                        9                      2
BSC costs                                                                  6                     16
Pension and non-pension postretirement benefits expense                    2                      4
Labor, other benefits, contracting and materials                           1                     (9 )
Other(b)                                                                  10                     13
                                                                         228                    226
Regulatory required programs(c)                                            3                      1
Total increase                                          $                231     $              227


__________

(a) See Note 14 - Commitments and Contingencies of the Combined Notes to

Consolidated Financial Statements for additional information.

(b) Primarily reflects impairment charge related to acquisition of transmission

assets.

(c) 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. During the three and six months ended

June 30, 2020, ComEd recorded a net increase in credit losses account due to

the timing of regulatory cost recovery. An equal and offsetting amount has

been recognized in Operating revenues for the period presented.

The changes in Depreciation and amortization expense consisted of the following:


                                  Three Months Ended     Six Months Ended
                                    June 30, 2020          June 30, 2020
                                       Increase              Increase
Depreciation and amortization(a) $                14    $               28
Regulatory asset amortization(b)                   3                    11
Total increase                   $                17    $               39


_________

(a) Reflects ongoing capital expenditures.

(b) Includes amortization of ComEd's energy efficiency formula rate regulatory

asset.




Effective income tax rate were (306.7)% and 19.8% for the three months ended
June 30, 2020 and 2019, respectively, and 43.4% and 19.8% for the six months
ended June 30, 2020 and 2019. See Note 9 - Income Taxes of the Combined Notes to
Consolidated Financial Statements for additional information regarding the
components of the effective income tax rates.

                                      161
--------------------------------------------------------------------------------

Table of Contents

PECO

Results of Operations - PECO



                                       Three Months Ended          Favorable          Six Months Ended         Favorable
                                            June 30,             (Unfavorable)            June 30,           (Unfavorable)
                                       2020           2019         

Variance 2020 2019 Variance Operating revenues

$    681       $    655     $         26       $  1,493     $ 1,554     $        (61 )
Operating expenses
Purchased power and fuel expense         216            191              (25 )          499         520               21
Operating and maintenance                275            199              (76 )          492         424              (68 )
Depreciation and amortization             88             83               (5 )          173         164               (9 )
Taxes other than income taxes             39             37               (2 )           78          79                1
Total operating expenses                 618            510             (108 )        1,242       1,187              (55 )
Operating income                          63            145              (82 )          251         367             (116 )
Other income and (deductions)
Interest expense, net                    (36 )          (33 )             (3 )          (71 )       (67 )             (4 )
Other, net                                 5              3                2              7           7                -
Total other income and (deductions)      (31 )          (30 )             (1 )          (64 )       (60 )             (4 )
Income before income taxes                32            115              (83 )          187         307             (120 )
Income taxes                              (7 )           13               20              9          37               28
Net income                          $     39       $    102     $        (63 )     $    178     $   270     $        (92 )


Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019.
Net income decreased by $63 million primarily due to higher storm costs due to
June 2020 storms and an increase in credit loss expense including the impacts of
COVID-19, partially offset by favorable weather conditions.
Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019. Net
income decreased by $92 million primarily due to unfavorable weather conditions,
higher storm costs due to June 2020 storms, and an increase in credit loss
expense including the impacts of COVID-19.
The changes in Operating revenues consisted of the following:
                                   Three Months Ended                Six Months Ended
                                     June 30, 2020                    June 30, 2020
                                  Increase (Decrease)              Increase (Decrease)
                              Electric      Gas      Total     Electric      Gas      Total
Weather                      $     3       $  8     $  11     $    (23 )   $ (13 )   $ (36 )
Volume                             3         (3 )       -           (4 )      (6 )     (10 )
Pricing                           (2 )        1        (1 )          6         5        11
Transmission                       -          -         -            2         -         2
Other                             (4 )        -        (4 )         (4 )      (1 )      (5 )
                                   -          6         6          (23 )     (15 )     (38 )
Regulatory required programs      20          -        20           27       (50 )     (23 )
Total increase (decrease)    $    20       $  6     $  26     $      4     $ (65 )   $ (61 )


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. During the three
months ended June 30, 2020 compared to the same period in 2019, Operating
revenues related to weather increased by the impact of favorable weather
conditions in PECO's service territory. During the six months ended

                                      162
--------------------------------------------------------------------------------

Table of Contents

PECO

June 30, 2020 compared to the same period in 2019, Operating revenues related to
weather decreased by 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 three and six months ended June
30, 2020 compared to the same period in 2019 and normal weather consisted of the
following:
Heating and Cooling Degree-Days                                      % Change
Three Months Ended June 30,      2020    2019    Normal   From 2019     2020 vs. Normal
Heating Degree-Days               568      270      432     110.4  %          31.5  %
Cooling Degree-Days               376      425      386     (11.5 )%          (2.6 )%

Six Months Ended June 30,
Heating Degree-Days             2,557    2,702    2,850      (5.4 )%         (10.3 )%
Cooling Degree-Days               376      427      387     (11.9 )%          (2.8 )%


Volume. Electric volume, exclusive of the effects of weather, for the three
months ended June 30, 2020 compared to the same period in 2019, increased on a
net basis due to an increase in usage for residential customers partially offset
by a decrease for commercial and industrial customers due to COVID-19.
Residential volumes were further increased by customer growth.  Electric volume,
exclusive of the effects of weather, for the six months ended June 30, 2020
compared to the same period in 2019, decreased on a net basis due to a decrease
in usage for commercial and industrial customers partially offset by an increase
in usage for residential customers due to COVID-19. Volumes further decreased as
a result of the impact of energy efficiency initiatives across all customer
classes partially offset by increases due to customer growth. Natural gas volume
for the three and six months ended June 30, 2020, compared to the same period in
2019, decreased on a net basis due to a decrease in usage for the commercial and
industrial natural gas classes partially offset by increased usage for the
residential natural gas class due to COVID-19.
Electric Retail
Deliveries to      Three Months Ended                    Weather -     Six Months Ended                  Weather -
Customers (in           June 30,                          Normal           June 30,                       Normal
GWhs)              2020         2019       % Change     % Change(b)     2020      2019     % Change     % Change(b)
Residential          3,143        2,821      11.4  %        8.4  %      6,397     6,462      (1.0 )%        3.3  %
Small
commercial &
industrial           1,571        1,823     (13.8 )%      (12.9 )%      3,476     3,889     (10.6 )%       (7.7 )%
Large
commercial &
industrial           3,181        3,769     (15.6 )%      (14.7 )%      6,602     7,340     (10.1 )%       (9.2 )%
Public
authorities &
electric
railroads              112          182     (38.5 )%      (38.5 )%        263       377     (30.2 )%      (30.4 )%
Total electric
retail
deliveries(a)        8,007        8,595      (6.8 )%       (7.1 )%     16,738    18,068      (7.4 )%       (4.8 )%


                                           As of June 30,
Number of Electric Customers              2020        2019
Residential                             1,501,259   1,486,973
Small commercial & industrial             154,016     153,387
Large commercial & industrial               3,096       3,105
Public authorities & electric railroads    10,119       9,733
Total                                   1,668,490   1,653,198



                                      163

--------------------------------------------------------------------------------


  Table of Contents
                                                                            PECO

_________

(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.




Natural Gas
Deliveries to      Three Months Ended                    Weather -      Six Months Ended                   Weather -
Customers (in           June 30,                          Normal            June 30,                        Normal
mmcf)              2020         2019       % Change     % Change(b)      2020       2019     % Change     % Change(b)
Residential          6,464        3,351      92.9  %        9.3  %       23,746    24,569      (3.3 )%        1.2  %
Small commercial
& industrial         2,054        4,040     (49.2 )%      (46.0 )%       10,863    14,684     (26.0 )%      (10.8 )%
Large commercial
& industrial             3           17     (82.4 )%      (30.0 )%           12        36     (66.7 )%      (18.0 )%
Transportation       5,148        5,719     (10.0 )%      (16.0 )%       12,283    13,692     (10.3 )%       (8.0 )%
Total natural
gas retail
deliveries(a)       13,669       13,127       4.1  %      (13.7 )%       46,904    52,981     (11.5 )%       (4.3 )%


                                 As of June 30,
Number of Natural Gas Customers  2020      2019
Residential                     489,201   483,657
Small commercial & industrial    44,189    43,953
Large commercial & industrial         6         2
Transportation                      719       737
Total                           534,115   528,349


_________

(a) Reflects delivery volumes from customers purchasing natural gas directly from

PECO 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.




Pricing for the three months ended June 30, 2020 compared to the same period in
2019 remained relatively consistent. Pricing for the six months ended June 30,
2020 compared to the same period in 2019 increased primarily due to higher
overall effective rates due to decreased usage across all major customer
classes. Additionally, the increase represents revenue from higher natural gas
distribution rates.
Transmission Revenue. Under a FERC approved formula, transmission revenue varies
from year to year based upon fluctuations in the underlying costs and capital
investments being recovered. Transmission revenue for the three and six months
ended June 30, 2020 compared to the same period in 2019 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 but impact Operating revenues related to supplied
electricity and natural gas. Drivers of Operating revenues related to commodity
and REC procurement costs and participation in customer choice programs are
fully offset by their impact on Purchased power and fuel expense. PECO recovers
electricity, natural gas and REC procurement costs from customers without
mark-up.
Other revenue primarily includes revenue related to late payment charges. Other
revenues decreased for the three and six months ended June 30, 2020, compared to
the same period in 2019, as PECO temporarily suspended customer disconnections
for non-payment and temporarily ceased new late fees for all customers and
restored service to customers upon request who were disconnected in the last
twelve months.
See Note 4- Segment Information of the Combined Notes to Consolidated Financial
Statements for the presentation of PECO's revenue disaggregation.

                                      164
--------------------------------------------------------------------------------

Table of Contents

PECO



The increase of $25 million and decrease of $21 million for the three and six
months ended June 30, 2020 compared to the same period in 2019, respectively, in
Purchased power and fuel expense is fully offset in Operating revenues as part
of regulatory required programs.
The changes in Operating and maintenance expense consisted of the following:
                                                           Three Months Ended         Six Months Ended
                                                             June 30, 2020              June 30, 2020
                                                          Increase (Decrease)        (Decrease) Increase
Storm-related costs(a)                                  $               61         $               53
Credit loss expense(b)                                                  18                         19
Labor, other benefits, contracting and materials                         1                         (5 )
Pension and non-pension postretirement benefits expense                 (1 )                       (1 )
Other                                                                   (3 )                        2
Total increase                                          $               76         $               68


__________

(a) Reflects increased storm costs due to the June 2020 storms. (b) Increased credit loss expense including impacts from COVID-19.



The changes in Depreciation and amortization expense consisted of the following:
                                                   Three Months Ended June      Six Months Ended
                                                          30, 2020                June 30, 2020
                                                          Increase             Increase (Decrease)
Depreciation and amortization(a)                   $                   5     $               10
Regulatory asset amortization                                          -                     (1 )
Total increase                                     $                   5     $                9


__________

(a) Depreciation and amortization increased primarily due to ongoing capital

expenditures.




Effective Income Tax Rates were (21.9)% and 11.3% for the three months ended
June 30, 2020 and 2019, respectively, and 4.8% and 12.1% for the six months
ended June 30, 2020 and 2019. See Note 9 - Income Taxes of the Combined Notes to
Consolidated Financial Statements for additional information regarding the
components of the effective income tax rates.

                                      165
--------------------------------------------------------------------------------

  Table of Contents
                                                                             BGE


Results of Operations - BGE

                                       Three Months Ended        (Unfavorable)        Six Months Ended       (Unfavorable)
                                            June 30,               Favorable              June 30,             Favorable
                                       2020           2019         

Variance 2020 2019 Variance Operating revenues

$    616       $    649     $        (33 )     $  1,554     $ 1,625     $        (71 )
Operating expenses
Purchased power and fuel expense         194            208               14            483         570               87
Operating and maintenance                187            182               (5 )          376         372               (4 )
Depreciation and amortization            129            117              (12 )          272         252              (20 )
Taxes other than income taxes             63             62               (1 )          132         131               (1 )
Total operating expenses                 573            569               (4 )        1,263       1,325               62
Operating income                          43             80              (37 )          291         300               (9 )
Other income and (deductions)
Interest expense, net                    (32 )          (29 )             (3 )          (64 )       (58 )             (6 )
Other, net                                 6              5                1             10          11               (1 )
Total other income and (deductions)      (26 )          (24 )             (2 )          (54 )       (47 )             (7 )
Income before income taxes                17             56              (39 )          237         253              (16 )
Income taxes                             (22 )           11               33             18          47               29
Net income                          $     39       $     45     $         (6 )     $    219     $   206     $         13


Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019.
Net income remained relatively consistent.
Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019. Net
income increased by $13 million primarily due to higher natural gas and electric
distribution rates that became effective December 2019.
The changes in Operating revenues consisted of the following:
                                  Three Months Ended               Six Months Ended
                                     June 30, 2020                   June 30, 2020
                                  Increase (Decrease)             Increase (Decrease)
                              Electric      Gas     Total     Electric     Gas      Total
Distribution                 $      1      $ 6     $   7     $    10      $ 35     $  45
Transmission                      (17 )      -       (17 )       (11 )       -       (11 )
Other                              (5 )     (3 )      (8 )        (2 )      (4 )      (6 )
                                  (21 )      3       (18 )        (3 )      31        28
Regulatory required programs      (14 )     (1 )     (15 )       (77 )     (22 )     (99 )
Total (decrease) increase    $    (35 )    $ 2     $ (33 )   $   (80 )    $  9     $ (71 )


Revenue Decoupling. The demand for electricity and natural gas is affected by
weather and customer usage. However, Operating revenues are not impacted by
abnormal weather or usage per customer as a result of a bill stabilization
adjustment (BSA) that provides for a fixed distribution charge per customer by
customer class. While Operating revenues are not impacted by abnormal weather or
usage per customer, they are impacted by changes in the number of customers.

                                      166
--------------------------------------------------------------------------------


  Table of Contents
                                                                             BGE


                                            As of June 30,
Number of Electric Customers               2020         2019
Residential                             1,185,718    1,171,815
Small commercial & industrial             114,118      113,982
Large commercial & industrial              12,416       12,275

Public authorities & electric railroads 264 264 Total

                                   1,312,516    1,298,336


                                  As of June 30,
Number of Natural Gas Customers   2020       2019
Residential                     643,745    634,939

Small commercial & industrial 38,255 38,164 Large commercial & industrial 6,079 5,991 Total

                           688,079    679,094


Distribution Revenue increased for the three and six months ended June 30, 2020,
compared to the same period in 2019, primarily due to the impact of higher
natural gas and electric distribution rates that became effective in December
2019. See Note 2 - Regulatory Matters of the Combined Notes to Consolidated
Financial Statements for additional information.
Transmission Revenue. Under a FERC approved formula, transmission revenue varies
from year to year based upon fluctuations in the underlying costs, capital
investments being recovered and the highest daily peak load, which is updated
annually in January based on the prior calendar year. Generally,
increases/decreases in the highest daily peak load will result in higher/lower
transmission revenue. Transmission revenue decreased for the three and six
months ended June 30, 2020, compared to the same period in 2019, primarily due
to the settlement agreement of ongoing transmission-related income tax
regulatory liabilities. See Note 2 - Regulatory Matters of the Combined Notes to
Consolidated Financial Statements for additional information.
Other revenue includes revenue related to mutual assistance, administrative
charges, off-system sales, and late payment charges. Other revenues decreased
for the three and six months ended June 30, 2020, compared to the same period in
2019, as BGE temporarily suspended customer disconnections for non-payment and
temporarily ceased new late fees for all customers and restored service to
customers upon request who were disconnected in the last twelve months.
Regulatory Required Programs represent revenues collected under approved riders
to recover costs incurred for regulatory programs such as conservation, demand
response, STRIDE, and the POLR mechanism. The riders are designed to provide
full and current cost recovery, as well as a return in certain instances. The
costs of these programs are included in Purchased power and fuel expense,
Operating and maintenance expense, Depreciation and amortization expense and
Taxes other than income taxes. Customers have the choice to purchase electricity
and natural gas from competitive electric generation and natural gas suppliers.
Customer choice programs do not impact the volume of deliveries but impact
Operating revenues related to supplied electricity and natural gas. Drivers of
Operating revenues related to commodity procurement costs and participation in
customer choice programs are fully offset by their impact on Purchased power and
fuel expense. BGE recovers electricity, natural gas and procurement costs from
customers with a slight mark-up.
See Note 4 - Segment Information of the Combined Notes to the Consolidated
Financial Statements for the presentation of BGE's revenue disaggregation.
The decrease of $14 million and decrease of $87 million for the three and six
months ended June 30, 2020 compared to the same period in 2019, respectively, in
Purchased power and fuel expense is fully offset in Operating revenues as part
of regulatory required programs.


                                      167
--------------------------------------------------------------------------------


  Table of Contents
                                                                             BGE


The changes in Operating and maintenance expense consisted of the following:
                                                            Three Months Ended             Six Months Ended
                                                               June 30, 2020                 June 30, 2020
                                                            Increase (Decrease)           Increase (Decrease)
Credit loss expense                                     $                  7          $                  6
BSC costs                                                                  1                             4
Labor, other benefits, contracting and materials                           1                             3
Storm-related costs                                                        -                            (5 )
Pension and non-pension postretirement benefits expense                   (1 )                          (1 )
Other                                                                     (2 )                          (2 )
                                                                           6                             5
Regulatory required programs                                              (1 )                          (1 )
Total increase                                          $                  5          $                  4



The changes in Depreciation and amortization expense consisted of the following:
                                  Three Months Ended      Six Months Ended
                                    June 30, 2020           June 30, 2020
                                       Increase          Increase (Decrease)
Depreciation and amortization(a) $                 9    $             21
Regulatory required programs                       3                  (1 )
Total increase                   $                12    $             20


_________

(a) Depreciation and amortization increased primarily due to ongoing capital

expenditures.




Effective income tax rates were (129.4)% and 19.6% for the three months ended
June 30, 2020 and 2019, respectively, and 7.6% and 18.6% for the six months
ended June 30, 2020 and 2019. The change is primarily related to the settlement
agreement of ongoing transmission-related income tax regulatory liabilities. See
Note 2 - Regulatory Matters and Note 9 - Income Taxes of the Combined Notes to
Consolidated Financial Statements for additional information regarding the
components of the effective income tax rates.

                                      168
--------------------------------------------------------------------------------


  Table of Contents
                                                                             PHI

Results of Operations - 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. See the Results of Operations for Pepco, DPL and
ACE for additional information.
                               Three Months Ended                                               Six Months Ended
                                    June 30,                                                        June 30,
                                2020        2019        (Unfavorable)Favorable Variance        2020          2019        (Unfavorable)Favorable Variance
PHI                          $     94     $   106     $                       (12 )         $    202       $   223     $                       (21 )
Pepco                              57          64                              (7 )              109           119                             (10 )
DPL                                19          30                             (11 )               64            83                             (19 )
ACE                                18          14                               4                 31            24                               7
Other(a)                            -          (2 )                             2                 (2 )          (3 )                             1


_________

(a) Primarily includes eliminating and consolidating adjustments, PHI's corporate

operations, shared service entities and other financing and investing

activities.




Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019.
Net Income decreased by $12 million primarily due to an increase in credit loss
expense including the impacts of COVID-19 and an increase in various expenses,
partially offset by higher electric distribution rates primarily at ACE.
Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019. Net
Income decreased by $21 million primarily due to an increase in credit loss
expense including the impacts of COVID-19, unfavorable weather conditions in
ACE's service territory and an increase in various expenses, partially offset by
higher electric distribution rates primarily at ACE.


                                      169
--------------------------------------------------------------------------------


  Table of Contents
                                                                           Pepco

Results of Operations - Pepco


                                        Three Months Ended June 30,       (Unfavorable) Favorable        Six Months Ended June 30,       (Unfavorable) Favorable
                                          2020                2019                Variance                2020               2019                Variance
Operating revenues                  $        494         $        531     $            (37 )         $      1,039       $      1,106     $            (67 )
Operating expenses
Purchased power expense                      138                  144                    6                    303                331                   28
Operating and maintenance                    119                  111                   (8 )                  231                230                   (1 )
Depreciation and amortization                 92                   93                    1                    186                186                    -
Taxes other than income taxes                 87                   90                    3                    179                182                    3
Total operating expenses                     436                  438                    2                    899                929                   30
Operating income                              58                   93                  (35 )                  140                177                  (37 )
Other income and (deductions)
Interest expense, net                        (34 )                (34 )                  -                    (68 )              (68 )                  -
Other, net                                     9                    7                    2                     18                 14                    4
Total other income and (deductions)          (25 )                (27 )                  2                    (50 )              (54 )                  4
Income before income taxes                    33                   66                  (33 )                   90                123                  (33 )
Income taxes                                 (24 )                  2                   26                    (19 )                4                   23
Net income                          $         57         $         64     $             (7 )         $        109       $        119     $            (10 )


Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019.
Net income decreased by $7 million primarily due to an increase in credit loss
expense including the impacts of COVID-19.
Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019. Net
income decreased by $10 million primarily due to an increase in credit loss
expense including the impacts of COVID-19.
The changes in Operating revenues consisted of the following:
                              Three Months Ended
                                 June 30, 2020        Six Months Ended June 30, 2020
                              Increase (Decrease)          Increase (Decrease)
Volume                       $              2        $                       4
Distribution                                2                                3
Transmission                              (26 )                            (28 )
Other                                      (1 )                             (2 )
                                          (23 )                            (23 )
Regulatory required programs              (14 )                            (44 )
Total decrease               $            (37 )      $                     (67 )


Revenue Decoupling. The demand for electricity is affected by weather and
customer usage. However, Operating revenues from electric distribution in both
Maryland and the District of Columbia are not impacted by abnormal weather or
usage per customer as a result of a bill stabilization adjustment (BSA) that
provides for a fixed distribution charge per customer by customer class. While
Operating revenues are not impacted by abnormal weather or usage per customer,
they are impacted by changes in the number of customers.

                                      170
--------------------------------------------------------------------------------


  Table of Contents
                                                                           Pepco

Volume, exclusive of the effects of weather, remained relatively consistent for three and six months ended June 30, 2020 compared to the same period in 2019.


                                          As of June 30,
Number of Electric Customers              2020       2019
Residential                             825,000    811,985
Small commercial & industrial            53,809     54,194
Large commercial & industrial            22,467     22,155

Public authorities & electric railroads 168 155 Total

                                   901,444    888,489


Distribution Revenue increased for the three and six months ended June 30, 2020
compared to the same period in 2019, due to higher electric distribution rates
in Maryland that became effective in August 2019.
Transmission Revenues. 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 decreased for the three and six
months ended June 30, 2020 compared to the same period in 2019, primarily due to
the settlement agreement of ongoing transmission-related income tax regulatory
liabilities. See Note 2 - Regulatory Matters of the Combined Notes to
Consolidated Financial Statements for additional information.
Other revenue includes rental revenue, revenue related to late payment charges,
mutual assistance revenues and recoveries of other taxes. Other revenue
decreased for the three and six months ended June 30, 2020, compared to the same
period in 2019, as Pepco temporarily suspended customer disconnections for
non-payment and temporarily ceased new late fees for all customers and restored
services to customers upon request who were disconnected in the last twelve
months.
Regulatory Required Programs represent revenues collected under approved riders
to recover costs incurred for regulatory programs such as energy efficiency
programs, DC PLUG and SOS procurement and administrative costs. The riders are
designed to provide full and current cost recovery as well as a return in
certain instances. The costs of these programs are included in Purchased power
expense, Operating and maintenance expense, Depreciation and amortization
expense and Taxes other than income taxes. Customers have the choice to purchase
electricity from competitive electric generation suppliers. Customer choice
programs do not impact the volume of deliveries, but impact Operating revenues
related to supplied electricity. Drivers of Operating revenues related to
commodity and REC procurement costs and participation in customer choice
programs are fully offset by their impact on Purchased power expense. Pepco
recovers electricity and REC procurement costs from customers with a slight
mark-up.
See Note 4 - Segment Information of the Combined Notes to Consolidated Financial
Statements for the presentation of Pepco's revenue disaggregation.
The decrease of $6 million and $28 million for the three and six months ended
June 30, 2020 compared to the same period 2019, respectively, in Purchased power
expense is fully offset in Operating revenues as part of regulatory required
programs.

                                      171
--------------------------------------------------------------------------------


  Table of Contents
                                                                           Pepco

The changes in Operating and maintenance expense consisted of the following:


                                                            Three Months Ended        Six Months Ended June 30,
                                                               June 30, 2020                     2020
                                                            Increase (Decrease)          Increase (Decrease)
Labor, other benefits, contracting and materials        $                  5          $                     12
Credit loss expense                                                        8                                 7
Storm-related costs                                                        1                                (1 )
Pension and non-pension postretirement benefits expense                   (1 )                              (3 )
BSC and PHISCO costs                                                       -                                (3 )
Expiration of lease arrangement                                           (4 )                              (8 )
Other                                                                     (3 )                              (4 )
                                                                           6                                 -
Regulatory required programs                                               2                                 1
Total increase                                          $                  8          $                      1


The changes in Depreciation and amortization expense consisted of the following:
                                                      Three Months Ended        Six Months Ended
                                                        June 30, 2020            June 30, 2020
                                                     Increase (Decrease)      Increase (Decrease)
Depreciation and amortization(a)                   $                4         $               9
Regulatory required programs                                       (5 )                      (9 )
Total decrease                                     $               (1 )       $               -


_________

(a) Depreciation and amortization increased primarily due to ongoing capital


    expenditures.



Effective income tax rates were (72.7)% and 3.0% for the three months ended June
30, 2020 and 2019, respectively, and (21.1)% and 3.3% for the six months ended
June 30, 2020 and 2019, respectively. The change is primarily related to the
settlement agreement of ongoing transmission-related income tax regulatory
liabilities. See Note 2 - Regulatory Matters and Note 9 - Income Taxes of the
Combined Notes to Consolidated Financial Statements for additional information
regarding the components of the change in effective income tax rates.

                                      172
--------------------------------------------------------------------------------


  Table of Contents
                                                                             DPL


Results of Operations - DPL
                                        Three Months Ended June 30,                                                 Six Months Ended June 30,
                                          2020                2019          (Unfavorable)Favorable Variance          2020               2019          (Unfavorable)Favorable Variance
Operating revenues                  $        267         $        287     $                       (20 )         $       617         $       667     $                       (50 )
Operating expenses
Purchased power and fuel expense             107                  107                               -                   249                 271                              22
Operating and maintenance                     92                   77                             (15 )                 172                 160                             (12 )
Depreciation and amortization                 47                   45                              (2 )                  94                  91                              (3 )
Taxes other than income taxes                 17                   14                              (3 )                  32                  28                              (4 )
Total operating expenses                     263                  243                             (20 )                 547                 550                               3
Operating income                               4                   44                             (40 )                  70                 117                             (47 )
Other income and (deductions)
Interest expense, net                        (15 )                (15 )                             -                   (31 )               (30 )                            (1 )
Other, net                                     2                    5                              (3 )                   5                   7                              (2 )
Total other income and (deductions)          (13 )                (10 )                            (3 )                 (26 )               (23 )                            (3 )
(Loss) income before income taxes             (9 )                 34                             (43 )                  44                  94                             (50 )
Income taxes                                 (28 )                  4                              32                   (20 )                11                              31
Net income                          $         19         $         30     $                       (11 )         $        64         $        83     $                       (19 )


Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019.
Net income decreased by $11 million primarily due to an increase in credit loss
expense including the impacts of COVID-19 and an increase in various expenses,
partially offset by favorable weather conditions in DPL's Delaware service
territory.
Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019. Net
income decreased by $19 million primarily due to an increase in credit loss
expense including the impacts of COVID-19 and an increase in various expenses.
The changes in Operating revenues consisted of the following:
                                  Three Months Ended               Six Months Ended
                                     June 30, 2020                   June 30, 2020
                                  Increase (Decrease)             Increase (Decrease)
                              Electric      Gas     Total     Electric     Gas      Total
Weather                      $      1      $ 6     $   7     $    (5 )    $  -     $  (5 )
Volume                              -       (3 )      (3 )         1        (3 )      (2 )
Distribution                        -        -         -           2         3         5
Transmission                      (25 )      -       (25 )       (22 )       -       (22 )
Other                              (1 )      -        (1 )        (2 )      (1 )      (3 )
                                  (25 )      3       (22 )       (26 )      (1 )     (27 )
Regulatory required programs       (1 )      3         2         (22 )      (1 )     (23 )
Total (decrease) increase    $    (26 )    $ 6     $ (20 )   $   (48 )    $ (2 )   $ (50 )


Revenue Decoupling. The demand for electricity is affected by weather and
customer usage. However, Operating revenues from electric distribution in
Maryland are not impacted by abnormal weather or usage per customer as a result
of a bill stabilization adjustment (BSA) that provides for a fixed distribution
charge per customer by customer class. While Operating revenues from electric
distribution customers in Maryland are not impacted by abnormal weather or usage
per customer, they are impacted by changes in the number of customers.

                                      173
--------------------------------------------------------------------------------


  Table of Contents
                                                                             DPL


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 three
months ended June 30, 2020 compared to the same period in 2019, Operating
revenues related to weather increased due to the impact of favorable weather
conditions in DPL's Delaware service territory. During the six months ended June
30, 2020 compared to the same period in 2019, Operating revenues related to
weather decreased due to the impact of unfavorable weather conditions in DPL's
Delaware 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
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 three and six
months ended June 30, 2020 compared to same period in 2019 and normal weather
consisted of the following:
Delaware Electric
Service Territory                                                               % Change
Three Months Ended June
30,                         2020          2019         Normal       2020

vs. 2019     2020 vs. Normal
Heating Degree-Days            606           300           467          102.0  %            29.8  %
Cooling Degree-Days            299           386           334          (22.5 )%           (10.5 )%

                                                                                % Change
Six Months Ended June
30,                         2020          2019         Normal       2020 vs. 2019     2020 vs. Normal
Heating Degree-Days          2,609         2,822         2,980           (7.5 )%           (12.4 )%
Cooling Degree-Days            299           386           335          (22.5 )%           (10.7 )%


Delaware Natural Gas
Service Territory                                                               % Change
Three Months Ended June
30,                         2020          2019         Normal       2020 vs. 2019     2020 vs. Normal
Heating Degree-Days            606           300           486          102.0  %            24.7  %

                                                                                % Change
Six Months Ended June
30,                         2020          2019         Normal       2020

vs. 2019 2020 vs. Normal Heating Degree-Days 2,609 2,822 2,984 (7.5 )%

           (12.6 )%


Volume, exclusive of the effects of weather, remained relatively consistent for the three and six months ended June 30, 2020 compared to the same period in 2019.



Electric Retail
Deliveries to     Three Months Ended                                           Six Months Ended
Delaware               June 30,                                                    June 30,
Customers (in                                          Weather - Normal                                             Weather - Normal
GWhs)               2020        2019      % Change       % Change(b)            2020         2019      % Change       % Change(b)
Residential            703       652         7.8  %            4.6  %         1,446         1,503        (3.8 )%           1.4  %
Small commercial
& industrial           274       306       (10.5 )%          (10.9 )%           570           626        (8.9 )%          (6.4 )%
Large commercial
& industrial           810       866        (6.5 )%           (6.1 )%         1,633         1,676        (2.6 )%          (1.7 )%
Public
authorities &
electric
railroads                9         9           -  %            4.0  %            17            17           -  %           3.0  %
Total electric
retail
deliveries(a)        1,796     1,833        (2.0 )%           (3.0 )%         3,666         3,822        (4.1 )%          (1.2 )%



                                      174

--------------------------------------------------------------------------------


  Table of Contents
                                                                             DPL


                                                             As of June 30,

Number of Total Electric Customers (Maryland and Delaware) 2020 2019 Residential

                                                470,788    

465,423


Small commercial & industrial                               61,958     

61,552


Large commercial & industrial                                1,402      

1,398


Public authorities & electric railroads                        612        619
Total                                                      534,760    528,992


_________

(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     Three Months Ended                                          Six Months Ended
Delaware               June 30,                                                   June 30,
Customers (in                                          Weather - Normal                                            Weather - Normal
mmcf)               2020        2019      % Change       % Change(b)           2020         2019      % Change       % Change(b)
Residential          1,168       741        57.6  %          (11.8 )%         4,815        5,348       (10.0 )%           (2.8 )%
Small commercial
& industrial           557       566        (1.6 )%          (35.0 )%         2,228        2,586       (13.8 )%           (7.4 )%
Large commercial
& industrial           411       442        (7.0 )%           (7.0 )%      

863 965 (10.6 )% (10.6 )% Transportation 1,472 1,475 (0.2 )%

           (8.0 )%         3,580        3,693        (3.1 )%           (0.9 )%
Total natural
gas
deliveries(a)        3,608     3,224        11.9  %          (14.1 )%        11,486       12,592        (8.8 )%           (3.8 )%


                                           As of June 30,

Number of Delaware Natural Gas Customers 2020 2019 Residential

                              126,245    124,325
Small commercial & industrial              9,914      9,907
Large commercial & industrial                 17         18
Transportation                               159        158
Total                                    136,335    134,408


__________

(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 six months ended June 30, 2020 compared
to the same period in 2019 primarily due to higher natural gas distribution
rates due to the Gas Distribution System Improvement Charge (DSIC) fully
implemented in the first quarter of 2020.
Transmission Revenues. Under a FERC approved formula, transmission revenue
varies from year to year based upon fluctuations in the underlying costs,
capital investments being recovered and the highest daily peak load, which is
updated annually in January based on the prior calendar years. Generally,
increases/decreases in the highest daily peak load will result in higher/lower
transmission revenue. Transmission revenue decreased for the three and six
months ended June 30, 2020 compared to the same period in 2019 primarily due to
the settlement agreement of ongoing transmission-related income tax regulatory
liabilities. See Note 2 - Regulatory Matters of the Combined Notes to
Consolidated Financial Statements for additional information.
Other revenue includes rental revenue, revenue related to late payment charges,
mutual assistance revenues and recoveries of other taxes. Other revenue
decreased for the three and six months ended June 30, 2020 compared to the same
period in 2019, as DPL temporarily suspended customer disconnections for
non-payment and temporarily ceased new late fees for all customers and restored
service to customers upon request who were disconnected in the last twelve
months.

                                      175
--------------------------------------------------------------------------------


  Table of Contents
                                                                             DPL


Regulatory Required Programs represent revenues collected under approved riders
to recover costs incurred for regulatory programs such as energy efficiency
programs, DE Renewable Portfolio Standards, SOS procurement and administrative
costs and GCR costs. The riders are designed to provide full and current cost
recovery as well as a return in certain instances. The costs of these programs
are included in Purchased power and fuel expense, Operating and maintenance
expense, Depreciation and amortization expense and Taxes other than income
taxes. Customers have the choice to purchase electricity from competitive
electric generation suppliers. Customer choice programs do not impact the volume
of deliveries, but impact Operating revenues related to supplied electricity.
Drivers of Operating revenues related to commodity and REC procurement costs and
participation in customer choice programs are fully offset by their impact on
Purchased power expense. DPL recovers electricity and REC procurement costs from
customers with a slight mark-up and natural gas costs from customers without
mark-up.
See Note 4 - Segment Information for the Combined Notes to Consolidated
Financial Statements for the presentation of DPL's revenue disaggregation.
The decrease of $22 million for the six months ended June 30, 2020 compared to
the same period in 2019 in Purchased power and fuel expense is fully offset in
Operating revenues as part of regulatory required programs.
The changes in Operating and maintenance expense consisted of the following:
                                                           Three Months Ended         Six Months Ended
                                                             June 30, 2020              June 30, 2020
                                                          Increase (Decrease)        Increase (Decrease)
Labor, other benefits, contracting and materials        $                8         $                8
Credit loss expense                                                      7                          5
Storm-related costs                                                      2                          2
Pension and non-pension postretirement benefits expense                 (1 )                       (2 )
BSC and PHISCO costs                                                     -                         (2 )
Other                                                                   (5 )                       (2 )
                                                                        11                          9
Regulatory required programs                                             4                          3
Total increase                                          $               15         $               12


The changes in Depreciation and amortization expense consisted of the following:
                                  Three Months Ended       Six Months Ended
                                     June 30, 2020           June 30, 2020
                                  Increase (Decrease)     Increase (Decrease)
Depreciation and amortization(a) $            3          $            5
Regulatory required programs                 (1 )                    (2 )
Total increase                   $            2          $            3


_________

(a) Depreciation and amortization increased primarily due to ongoing capital

expenditures.




Effective income tax rates were 311.1% and 11.8% for the three months ended June
30, 2020 and 2019, respectively, and (45.5)% and 11.7% for the six months ended
June 30, 2020 and 2019, respectively. The change is primarily related to the
settlement agreement of ongoing transmission-related income tax regulatory
liabilities. See Note 2 - Regulatory Matters and Note 9 - Income Taxes of the
Combined Notes to Consolidated Financial Statements for additional information
regarding the components of the change in effective income tax rates.

                                      176
--------------------------------------------------------------------------------


  Table of Contents
                                                                             ACE


Results of Operations - ACE
                                        Three Months Ended June 30,       (Unfavorable) Favorable        Six Months Ended June 30,       (Unfavorable) Favorable
                                          2020                2019                Variance                2020               2019                Variance
Operating revenues                  $        256         $        274     $            (18 )         $       532         $       547     $            (15 )
Operating expenses
Purchased power expense                      130                  131                    1                   259                 270                   11
Operating and maintenance                     82                   74                   (8 )                 160                 155                   (5 )
Depreciation and amortization                 44                   40                   (4 )                  86                  71                  (15 )
Taxes other than income taxes                  2                    1                   (1 )                   4                   2                   (2 )
Total operating expenses                     258                  246                  (12 )                 509                 498                  (11 )
Gain on sale of assets                         -                    -                    -                     2                   -                    2
Operating (loss) income                       (2 )                 28                  (30 )                  25                  49                  (24 )
Other income and (deductions)
Interest expense, net                        (15 )                (15 )                  -                   (29 )               (28 )                 (1 )
Other, net                                     2                    1                    1                     3                   4                   (1 )
Total other income and (deductions)          (13 )                (14 )                  1                   (26 )               (24 )                 (2 )
Income before income taxes                   (15 )                 14                  (29 )                  (1 )                25                  (26 )
Income taxes                                 (33 )                  -                   33                   (32 )                 1                   33
Net income                          $         18         $         14     $              4           $        31         $        24     $              7


Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019.
Net income increased by $4 million primarily due to higher electric distribution
rates that became effective in April 2020 partially offset by lower commercial
and industrial usage.
Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019. Net
income increased by $7 million primarily due to higher electric distribution
rates that became effective in April 2019 and April 2020, partially offset by
unfavorable weather conditions in ACE's service territory, lower commercial and
industrial usage and increased depreciation and amortization expense.
The changes in Operating revenues consisted of the following:
                              Three Months Ended
                                 June 30, 2020        Six Months Ended June 30, 2020
                              (Decrease) Increase          (Decrease) Increase
Weather                      $             (1 )      $                      (5 )
Volume                                     (4 )                             (6 )
Distribution                                5                               20
Transmission                              (24 )                            (18 )
Other                                      (1 )                             (2 )
                                          (25 )                            (11 )
Regulatory required programs                7                               (4 )
Total decrease               $            (18 )      $                     (15 )


Weather. The demand for electricity is affected by weather conditions. With
respect to the electric business, very warm weather in summer months and very
cold weather in winter months are referred to as "favorable weather conditions"
because these weather conditions result in increased deliveries of electricity.
Conversely, mild weather reduces demand. There was a decrease related to weather
for the six months ended June 30, 2020 compared to same period in 2019 due to
the impact of unfavorable weather conditions in ACE's service territory.

                                      177
--------------------------------------------------------------------------------


  Table of Contents
                                                                             ACE


Heating and cooling degree days are quantitative indices that reflect the demand
for energy needed to heat or cool a home or business. Normal weather is
determined based on historical average heating and cooling degree days for a
20-year period in ACE's service territory. The changes in heating and cooling
degree days in ACE's service territory for the three and six months ended June
30, 2020 compared to same period in 2019 consisted of the following:
Heating and Cooling
Degree-Days                                                                     % Change
Three Months Ended June
30,                         2020          2019         Normal       2020

vs. 2019     2020 vs. Normal
Heating Degree-Days            613           380           541           61.3  %            13.3  %
Cooling Degree-Days            312           351           304          (11.1 )%             2.6  %

                                                                                % Change
Six Months Ended June
30,                         2020          2019         Normal       2020 vs. 2019     2020 vs. Normal
Heating Degree-Days          2,561         2,886         3,034          (11.3 )%           (15.6 )%
Cooling Degree-Days            312           351           305          (11.1 )%             2.3  %


Volume, exclusive of the effects of weather, decreased for the three and six
months ended June 30, 2020 compared to the same period in 2019, primarily due to
lower commercial and industrial usage.
Electric Retail
Deliveries to     Three Months Ended                  Weather -    Six Months Ended                 Weather -
Customers (in          June 30,                        Normal %      June 30, 2020                   Normal %
GWhs)               2020        2019      % Change    Change(b)     2020      2019      % Change    Change(b)
Residential            850       804         5.7  %       6.5  %   1,660     1,713        (3.1 )%       1.3  %
Small
commercial &
industrial             276       314       (12.1 )%     (12.8 )%     570       624        (8.7 )%      (6.4 )%
Large commercial
& industrial           702       872       (19.5 )%     (19.3 )%   1,437     1,662       (13.5 )%     (12.7 )%
Public
authorities &
electric
railroads               11        11           -  %       2.8  %      24        24           -  %      (0.9 )%
Total electric
retail
deliveries(a)        1,839     2,001        (8.1 )%      (7.9 )%   3,691    

4,023 (8.3 )% (5.7 )%




                                          As of June 30,
Number of Electric Customers              2020       2019
Residential                             496,668    492,940
Small commercial & industrial            61,468     61,416
Large commercial & industrial             3,327      3,464

Public authorities & electric railroads 687 672 Total

                                   562,150    558,492


_________

(a) Reflects delivery volumes from customers purchasing electricity directly from

ACE 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.




Distribution Revenue increased for the three and six months ended June 30, 2020
compared to the same period in 2019 primarily due to higher electric
distribution rates that became effective in April 2019 and April 2020.
Transmission Revenues. Under a FERC-approved formula, transmission revenue
varies from year to year based upon fluctuations in the underlying costs,
capital investments being recovered and the highest daily peak load, which is
updated annually in January based on the prior calendar year. Generally,
increases/decreases in the highest daily peak load will result in higher/lower
transmission revenue. Transmission revenue decreased for the three and six
months ended June 30, 2020 compared to the same period in 2019, primarily due to
settlement agreement for

                                      178
--------------------------------------------------------------------------------


  Table of Contents
                                                                             ACE


ongoing transmission-related income tax regulatory liabilities. See Note 2 -
Regulatory Matters of the Combined Notes to Consolidated Financial Statements
for additional information.
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 and fuel expense, Operating and maintenance
expense, Depreciation and amortization expense and Taxes other than income
taxes. Customers have the choice to purchase electricity from competitive
electric generation suppliers. Customer choice programs do not impact the volume
of deliveries, but impact Operating revenues related to supplied electricity.
Drivers of Operating revenues related to commodity, REC and ZEC procurement
costs and participation in customer choice programs are fully offset by their
impact on Purchased power expense. ACE recovers electricity, REC and ZEC
procurement costs from customers without mark-up.
See Note 4 - Segment Information of the Combined Notes to Consolidated Financial
Statements for the presentation of ACE's revenue disaggregation.
The decrease of $1 million and $11 million for three and six months ended June
30, 2020 compared to the same period in 2019 , respectively, 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:
                                                       Three Months Ended          Six Months Ended
                                                          June 30, 2020             June 30, 2020
                                                       Increase (Decrease)       Increase (Decrease)
Labor, other benefits, contracting and materials   $                  6          $               9
Storm-related costs                                                  (1 )                       (1 )
BSC and PHISCO costs                                                  -                         (1 )
Credit loss expense(a)                                                7                          6
Other                                                                (3 )                       (8 )
                                                                      9                          5
Regulatory required programs                                         (1 )                        -
Total increase                                     $                  8          $               5


_________

(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 a rider mechanism. An equal and offsetting amount has been recognized

in Operating revenues.

The changes in Depreciation and amortization expense consisted of the following:


                                                       Three Months Ended        Six Months Ended June 30,
                                                          June 30, 2020                     2020
                                                       Increase (Decrease)          Increase (Decrease)
Depreciation and amortization(a)                   $                  3          $                     12
Regulatory asset amortization                                        (2 )                              (1 )
Regulatory required programs                                          3                                 4
Total increase                                     $                  4          $                     15


_________

(a) Depreciation and amortization increased primarily due to ongoing capital


    expenditures.



Gain on sale of assets for the six months ended June 30, 2020 compared to the same period in 2019 increased due to the sale of land in February 2020.


                                      179
--------------------------------------------------------------------------------


  Table of Contents
                                                                             ACE


Effective income tax rates were 220.0% and 0.0% for the three months ended June
30, 2020 and 2019, respectively, 3,200.0% and 4.0% for the six months ended June
30, 2020 and 2019, respectively. The change is primarily related to the
settlement agreement of ongoing transmission-related income tax regulatory
liabilities. See Note 2 - Regulatory Matters and Note 9 - Income Taxes of the
Combined Notes to Consolidated Financial Statements for additional information
regarding the components of the change in effective income tax rates.

                                      180

--------------------------------------------------------------------------------

Table of Contents



Liquidity and Capital Resources
All results included throughout the liquidity and capital resources section are
presented on a GAAP basis.
The Registrants' operating and capital expenditures requirements are provided by
internally generated cash flows from operations, the sale of certain
receivables, as well as funds from external sources in the capital markets and
through bank borrowings. The Registrants' businesses are capital intensive and
require considerable capital resources. Each of the Registrants annually
evaluates its financing plan, dividend practices and credit line sizing,
focusing on maintaining its investment grade ratings while meeting its cash
needs to fund capital requirements, retire debt, pay dividends, fund pension and
OPEB obligations and invest in new and existing ventures. A broad spectrum of
financing alternatives beyond the core financing options can be used to meet its
needs and fund growth including monetizing assets in the portfolio via project
financing, asset sales, and the use of other financing structures (e.g., joint
ventures, minority partners, etc.). Each Registrant's access to external
financing on reasonable terms depends on its credit ratings and current overall
capital market business conditions, including that of the utility industry in
general. If these conditions deteriorate to the extent that the Registrants no
longer have access to the capital markets at reasonable terms, the Registrants
have access to credit facilities with aggregate bank commitments of $10.7
billion. As a result of disruptions in the commercial paper markets due to
COVID-19 in March of 2020, Generation borrowed $1.5 billion on its revolving
credit facility to refinance commercial paper. Generation repaid the $1.5
billion borrowed on the revolving credit facility on April 3, 2020 using funds
from short-term loans issued in March 2020, cash proceeds from the sale of
certain customer accounts receivable, and borrowings from the Exelon
intercompany money pool. See Note 5 - Accounts Receivable of the Combined Notes
to Consolidated Financial Statements for additional information on the sale of
customer accounts receivable. Exelon Corporate, Generation, and the Utility
Registrants continued to issue commercial paper during the second quarter of
2020. See Executive Overview for additional information on COVID-19. The
Registrants continue to utilize their credit facilities to support their
commercial paper programs, provide for other short-term borrowings and to issue
letters of credit. See the "Credit Matters" section below for additional
information. The Registrants expect cash flows to be sufficient to meet
operating expenses, financing costs and capital expenditure requirements.
The Registrants primarily use their capital resources, including cash, to fund
capital requirements, including construction expenditures, retire debt, pay
dividends, fund pension and other postretirement benefit obligations and invest
in new and existing ventures. The Registrants spend a significant amount of cash
on capital improvements and construction projects that have a long-term return
on investment. Additionally, the Utility Registrants operate in rate-regulated
environments in which the amount of new investment recovery may be delayed or
limited and where such recovery takes place over an extended period of time. See
Note 12 - Debt and Credit Agreements of the Combined Notes to Consolidated
Financial Statements for additional information on the Registrants' debt and
credit agreements.
Despite disruptions in the financial markets due to COVID-19, the Registrants
have been able to fund their liquidity needs to date. As of December 31, 2019,
Exelon had approximately $4.0 billion of long-term debt that matures in 2020,
excluding project financings and floating rate long-term debt. Of this, as of
June 30, 2020, Exelon has redeemed or refinanced approximately $3.4 billion that
is maturing in 2020. The remaining amount of $0.6 billion on Exelon's and
Generation's Consolidated Balance Sheet matures in the fourth quarter of 2020.
To date in 2020, the Registrants have been able to execute their expected debt
issuances and have issued long-term debt of $5.1 billion, of which $4.0 billion
was issued in the period of April to July of 2020. The Registrants accelerated
the timing of a number of planned debt issuances resulting in the $4.0 billion
issued in the period of April to July of 2020 and the Registrants have now
completed their planned long-term debt issuances for the 2020 year.
NRC Minimum Funding Requirements (Exelon and Generation)
NRC regulations require that licensees of nuclear generating facilities
demonstrate reasonable assurance that sufficient funds will be available in
certain minimum amounts to decommission the facility. These NRC minimum funding
levels are based upon the assumption that decommissioning activities will
commence after the end of the current licensed life of each unit. If a unit
fails the NRC minimum funding test, then the plant's owners or parent companies
would be required to take steps, such as providing financial guarantees through
letters of credit or parent company guarantees or making additional cash
contributions to the NDT fund to ensure sufficient funds are available. See Note
7 - Nuclear Decommissioning of the Combined Notes to Consolidated Financial
Statements for additional information.

                                      181

--------------------------------------------------------------------------------

Table of Contents



If a nuclear plant were to early retire there is a risk that it will no longer
meet the NRC minimum funding requirements due to the earlier commencement of
decommissioning activities and a shorter time period over which the NDT fund
investments could appreciate in value. A shortfall could require that Generation
address the shortfall by, among other things, obtaining a parental guarantee for
Generation's share of the funding assurance. However, the amount of any
guarantees or other assurance will ultimately depend on the decommissioning
approach, the associated level of costs, and the NDT fund investment performance
going forward. Upon issuance of any required financial guarantees, each site
would be able to utilize the respective NDT funds for radiological
decommissioning costs, which represent the majority of the total expected
decommissioning costs. However, the NRC must approve an exemption in order for
the plant's owner(s) to utilize the NDT fund to pay for non-radiological
decommissioning costs (i.e., spent fuel management and site restoration costs).
If a unit does not receive this exemption, the costs would be borne by the
owner(s) without reimbursement from or access to the NDT funds. The ultimate
costs for spent fuel management may vary greatly and could be reduced by
alternate decommissioning scenarios and/or reimbursement of certain costs under
the DOE reimbursement agreements.
As of June 30, 2020, Exelon would not be required to post a parental guarantee
for TMI Unit 1 under the SAFSTOR scenario which is the planned decommissioning
option as described in the TMI Unit 1 PSDAR filed by Generation with the NRC on
April 5, 2019. On October 16, 2019, the NRC granted Generation's exemption
request to use the TMI Unit 1 NDT funds for spent fuel management costs. An
additional exemption request would be required to allow the funds to be spent on
site restoration costs, which are not expected to be incurred in the near term.
Project Financing (Exelon and Generation)
Project financing is used to help mitigate risk of specific generating assets.
Project financing is based upon a nonrecourse financial structure, in which
project debt is paid back from the cash generated by the specific asset or
portfolio of assets. Borrowings under these agreements are secured by the assets
and equity of each respective project. The lenders do not have recourse against
Exelon or Generation in the event of a default. If a specific project financing
entity does not maintain compliance with its specific debt financing covenants,
there could be a requirement to accelerate repayment of the associated debt or
other project-related borrowings earlier than the stated maturity dates. In
these instances, if such repayment was not satisfied, or restructured, the
lenders or security holders would generally have rights to foreclose against the
project-specific assets and related collateral. The potential requirement to
satisfy its associated debt or other borrowings earlier than otherwise
anticipated could lead to impairments due to a higher likelihood of disposing of
the respective project-specific assets significantly before the end of their
useful lives. Additionally, project finance has credit facilities. See Note 12 -
Debt and Credit Agreements of the Combined Notes to Consolidated Financial
Statements for additional information on nonrecourse debt. Refer to Note 16 -
Debt and Credit Agreements of the Exelon 2019 Form 10-K for additional
information on credit facilities.
Cash Flows from Operating Activities (All Registrants)
General
Generation's cash flows from operating activities primarily result from the sale
of electric energy and energy-related products and services to customers.
Generation's future cash flows from operating activities may be affected by
future demand for and market prices of energy and its ability to continue to
produce and supply power at competitive costs as well as to obtain collections
from customers and the sale of certain receivables.
The Utility Registrants' cash flows from operating activities primarily result
from the transmission and distribution of electricity and, in the case of PECO,
BGE and DPL, gas distribution services. The Utility Registrants' distribution
services are provided to an established and diverse base of retail customers.
The Utility Registrants' future cash flows may be affected by the economy,
weather conditions, future legislative initiatives, future regulatory
proceedings with respect to their rates or operations, and their ability to
achieve operating cost reductions.
See Note 3 - Regulatory Matters and Note 18 - Commitments and Contingencies of
the Combined Notes to Consolidated Financial Statements of the Exelon 2019 Form
10-K for additional information of regulatory and legal proceedings and proposed
legislation.

                                      182

--------------------------------------------------------------------------------

Table of Contents

The following table provides a summary of the change in cash flows from operating activities for the six months ended June 30, 2020 and 2019 by Registrant:

© Edgar Online, source Glimpses