(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 5 - Segment Information of the Combined Notes to Consolidated
Financial Statements for additional information regarding Exelon's principal
subsidiaries and reportable segments.
Exelon's consolidated financial information includes the results of its eight
separate operating subsidiary registrants, Generation, ComEd, PECO, BGE, PHI,
Pepco, DPL, and ACE, which, along with Exelon, are collectively referred to as
the Registrants. The following combined Management's Discussion and Analysis of
Financial Condition and Results of Operations 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.
Financial Results of Operations
GAAP Results of Operations. The following table sets forth Exelon's GAAP
consolidated Net Income (Loss) attributable to common shareholders by Registrant
for the three months ended March 31, 2021 compared to the same period in 2020.
For additional information regarding the financial results for the three months
ended March 31, 2021 and 2020 see the discussions of Results of Operations by
Registrant.

                                                                  Three Months Ended                 Favorable
                                                                      March 31,                    (unfavorable)
                                                                    2021                2020         variance
Exelon                                                                     $   (289)           $              582          $   (871)
Generation                                                                     (793)                           45              (838)
ComEd                                                                           197                           168                29
PECO                                                                            167                           140                27
BGE                                                                             209                           181                28
PHI                                                                             128                           108                20
Pepco                                                                            59                            52                 7
DPL                                                                              56                            45                11
ACE                                                                              14                            13                 1
Other(a)                                                                       (197)                          (60)             (137)


__________
(a)Primarily includes eliminating and consolidating adjustments, Exelon's
corporate operations, shared service entities and other financing and investing
activities.
Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020.
Net income attributable to common shareholders decreased by $871 million and
diluted loss per average common share decreased to $(0.30) in 2021 from $0.60 in
2020 primarily due to:
•Impacts of the February 2021 extreme cold weather event;
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•Accelerated depreciation and amortization associated with Generation's
decisions in the third quarter of 2020 to early retire Byron and Dresden nuclear
facilities in 2021 and Mystic Units 8 and 9 in 2024; and
•The absence of a prior year one-time tax settlement.
The decreases were partially offset by:
•Lower unrealized losses and higher realized gains on NDT funds;
•Higher electric distribution earnings from higher rate base and higher allowed
ROE due to an increase in treasury rates at ComEd;
•The favorable impacts of the multi-year plan at BGE and regulatory rate
increases at DPL; and
•Favorable weather conditions at PECO, DPL and ACE.
Adjusted (non-GAAP) Operating Earnings. In addition to net income, Exelon
evaluates its operating performance using the measure of Adjusted (non-GAAP)
operating earnings because management believes it represents earnings directly
related to the ongoing operations of the business. Adjusted (non-GAAP) operating
earnings exclude certain costs, expenses, gains and losses, and other specified
items. This information is intended to enhance an investor's overall
understanding of year-to-year operating results and provide an indication of
Exelon's baseline operating performance excluding items that are considered by
management to be not directly related to the ongoing operations of the business.
In addition, this information is among the primary indicators management uses as
a basis for evaluating performance, allocating resources, setting incentive
compensation targets, and planning and forecasting of future periods. Adjusted
(non-GAAP) operating earnings is not a presentation defined under GAAP and may
not be comparable to other companies' presentations or deemed more useful than
the GAAP information provided elsewhere in this report.
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The following table provides a reconciliation between net income (loss)
attributable to common shareholders as determined in accordance with GAAP and
adjusted (non-GAAP) operating earnings (loss) for the three months ended March
31, 2021 compared to the same period in 2020.


                                                                         

Three Months Ended March 31,


                                                                2021                                        2020
                                                                       Earnings per                              Earnings per
(In millions, except per share data)                                   Diluted Share                             Diluted Share
Net Income (Loss) Attributable to Common
Shareholders                                   $    (289)            $        (0.30)         $    582          $         0.60
Mark-to-Market Impact of Economic Hedging
Activities (net of taxes of $46 and $32,
respectively)                                       (135)                     (0.14)              (94)                  (0.10)
Unrealized Losses Related to NDT Fund
Investments (net of taxes of $40 and $405,
respectively)(a)                                      43                       0.04               485                    0.50
Asset Impairments (net of taxes of $1)                 -                          -                 2                       -
Plant Retirements and Divestitures (net of
taxes of $103 and $4, respectively)(b)               310                       0.32                13                    0.01
Cost Management Program (net of taxes of $0
and $3, respectively)(c)                               1                          -                 9                    0.01

Change in Environmental Liabilities (net of
taxes of $1)                                           2                          -                 -                       -
COVID-19 Direct Costs (net of taxes of $4)(d)         10                       0.01                 -                       -

Acquisition Related Costs (net of tax of
$2)(e)                                                 6                       0.01                 -                       -
ERP System Implementation Costs (net of taxes
of $1)(f)                                              5                       0.01                 -                       -
Planned Separation Costs (net of taxes of
$2)(g)                                                 7                       0.01                 -                       -
Income Tax-Related Adjustments (entire amount
represents tax expense)                               (2)                         -                (2)                      -
Noncontrolling Interests (net of taxes of $6
and $30, respectively)(h)                            (17)                     (0.02)             (144)                  (0.15)
Adjusted (non-GAAP) Operating Earnings (Loss)  $     (60)            $        (0.06)         $    851          $         0.87


__________
Note:
Amounts may not sum due to rounding.
Unless otherwise noted, the income tax impact of each reconciling item between
GAAP Net Income (Loss) and Adjusted (non-GAAP) Operating Earnings (Loss) 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 losses related to NDT fund investments, the marginal statutory income
tax rates for 2021 and 2020 ranged from 25.0% 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 losses related to NDT fund investments were 48.0% and 45.5% for the
three months ended March 31, 2021 and 2020, respectively.

(a)Reflects the impact of net unrealized 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)In 2021, primarily reflects accelerated depreciation and amortization
associated with Generation's decision in the third quarter of 2020 to early
retire Byron and Dresden nuclear facilities in 2021 and Mystic Units 8 and 9 in
2024, partially offset by a gain on sale of Generation's solar business. In
2020, primarily reflects accelerated depreciation and amortization expenses
associated with the early retirement of certain fossil sites.
(c)Primarily represents reorganization costs related to cost management
programs.
(d)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.
(e)Reflects costs related to the acquisition of EDF's interest in CENG.
(f)Reflects costs related to a multi-year Enterprise Resource Program (ERP)
system implementation.
(g)Represents costs related to the planned separation primarily comprised of
third-party costs paid to advisors, consultants, lawyers, and other experts
assisting in the planned separation as well as employee-related severance costs.
(h)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.
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Significant 2021 Transactions and Developments
Planned Separation
On February 21, 2021, Exelon's Board of Directors approved a plan to separate
the Utility Registrants and Generation, creating two publicly traded companies
with the resources necessary to best serve customers and sustain long-term
investment and operating excellence. The separation gives each company the
financial and strategic independence to focus on its specific customer needs,
while executing its core business strategy.
On February 25, 2021, Exelon and Generation filed applications with the FERC,
NYPSC, and NRC seeking approvals for the separation of Generation. On March 25,
2021, Exelon filed a request for a private letter ruling with the IRS to confirm
the tax-free treatment of the planned separation. Exelon and Generation expect a
decision from the FERC and the IRS in the third quarter of 2021, the NRC in the
fourth quarter of 2021, and have requested a decision from the NYPSC before the
end of 2021 but cannot predict if the applications will be approved as filed.
In connection with the planned separation, Exelon incurred transaction costs of
approximately $9 million on a pre-tax basis in the first quarter of 2021, which
are excluded from Adjusted (non-GAAP) Operating Earnings. The transaction costs
are primarily comprised of third-party costs paid to advisors, consultants,
lawyers, and other experts assisting in the planned separation as well as
employee-related severance costs.
There can be no assurance that any separation transaction will ultimately occur
or, if one does occur, of its terms or timing. See Note 19 - Planned Separation
of the Combined Notes to Consolidated Financial Statements for additional
information.
Impacts of the February 2021 Extreme Cold Weather Event and Texas-based
Generating Assets Outages
Beginning on February 15, 2021, Generation's Texas-based generating assets
within the ERCOT market, specifically Colorado Bend II, Wolf Hollow II, and
Handley, experienced outages as a result of extreme cold weather conditions. In
addition, those weather conditions drove increased demand for service,
dramatically increased wholesale power prices, and also increased gas prices in
certain regions.
The estimated impact to Exelon's and Generation's Net income for the first
quarter of 2021 arising from these market and weather conditions was a reduction
of approximately $880 million. The first quarter estimated impact includes
certain charges associated with the natural gas business that may be reduced
through waivers and/or recoveries from customers. Therefore, such charges are
not included in the estimated full year earnings impact. Exelon and Generation
estimate a reduction in Net income of approximately $670 million to $820 million
for the full year 2021. The ultimate impact to Exelon's and Generation's
consolidated financial statements may be affected by a number of factors,
including final settlement data, the impacts of customer and counterparty credit
losses, any state or federal solutions to address the financial challenges
caused by the event, and related litigation and contract disputes. See Note 3 -
Regulatory Matters and Note 14 - Commitments and Contingencies of the Combined
Notes to Consolidated Financial Statements for additional information.
Exelon expects to offset between $410 million and $490 million of this impact
for the full year 2021 primarily at Generation through a combination of enhanced
revenue opportunities, deferral of selected non-essential maintenance, and
primarily one-time cost savings.
Agreement for the Sale of a Generation Biomass Facility (Exelon and Generation)
On April 28, 2021, Generation and ReGenerate entered into a purchase agreement,
under which ReGenerate agreed to purchase Generation's interest in the Albany
Green Energy biomass facility. Completion of the transaction is expected in the
second half of 2021.
As a result, in the second quarter of 2021, Exelon and Generation will
reclassify these assets and liabilities as held for sale and expect to record an
impairment loss in a range of $135 million to $150 million on a pre-tax basis,
which will be excluded from Exelon's and Generation's Adjusted (non-GAAP)
Operating Earnings. See Note 2 - Mergers, Acquisitions, and Dispositions of the
Combined Notes to Consolidated Financial Statements for additional information.
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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 2021. See Note 3 - Regulatory Matters
of the Combined Notes to Consolidated Financial Statements for additional
information on these and other regulatory proceedings.
Completed Distribution Base Rate Case Proceedings
                                                                                          Requested             Approved
                                                                                           Revenue               Revenue
                                                                                         Requirement           Requirement
                                                                                         (Decrease)            (Decrease)
   Registrant/Jurisdiction                Filing Date                Service              Increase              Increase               Approved ROE                Approval Date               Rate Effective Date
ComEd - Illinois                        April 16, 2020            Electric             $        (11)         $        (14)                      8.38  %           December 9, 2020               January 1, 2021
BGE - Maryland                       May 15, 2020 (amended        Electric                      137                    81                       9.50  %          December 16, 2020               January 1, 2021
                                      September 11, 2020)         Natural Gas                    91                    21                       9.65  %

Pending Distribution Base Rate Case Proceedings


                                                                                                Requested
                                                                                                 Revenue
                                                                                               Requirement
     Registrant/Jurisdiction                   Filing Date                 Service              Increase              Requested ROE              Expected Approval Timing
ComEd - Illinois                             April 16, 2021             Electric             $         51                       7.36  %           Fourth quarter of 2021
PECO - Pennsylvania                          March 30, 2021             Electric                      246                      10.95  %           Fourth quarter of 2021
PECO - Pennsylvania                        September 30, 2020           Natural Gas                    69                      10.95  %           Second quarter of 2021

Pepco - District of Columbia              May 30, 2019 (amended         Electric                      136                        9.7  %           Second quarter of 2021
                                              June 1, 2020)
Pepco - Maryland                        October 26, 2020 (amended       Electric                      104                       10.2  %           Second quarter of 2021
                                             March 31, 2021)
DPL - Delaware                           March 6, 2020 (amended         Electric                       23                       10.3  %            Third quarter of 2021
                                            February 2, 2021)
ACE - New Jersey                        December 9, 2020 (amended       Electric                       67                       10.3  %           Fourth quarter of 2021
                                           February 26, 2021)



Transmission Formula Rates The following total increases were included in ComEd's 2021 electric transmission formula rate update. See Note 3 - Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.


                               Initial Revenue                          

Total Revenue


                                 Requirement    Annual Reconciliation    

Requirement Allowed Return on


          Registrant               Increase            Increase            Increase          Rate Base            Allowed ROE
ComEd                          $          33    $                12    $          45                8.20  %                11.50  %


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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 2020 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
Complaint at FERC Seeking to Alter Capacity Market Default Offer Caps
On February 21, 2019, PJM's Independent Market Monitor (IMM) filed a complaint
alleging that the number of performance assessment intervals used to calculate
the default offer cap for bids to supply capacity in PJM is too high, resulting
in an overstated default offer cap that obviates the need for most sellers to
seek unit-specific approval of their offers. The IMM claims that this allows for
the exercise of market power. The IMM asks FERC to require PJM to reduce the
number of performance assessment intervals used to calculate the opportunity
costs of a capacity supplier assuming a capacity obligation. This would, in
turn, lower the default offer cap and allow the IMM to review more offers on a
unit-specific basis. Several consumer advocates filed a complaint seeking
similar relief several months after the IMM's complaint. On March 18, 2021, FERC
granted the complaints, finding the current estimate of performance assessment
intervals to be excessive compared to the reasonably expected number of
performance assessment intervals which results in an unjust and unreasonable
default offer cap. FERC did not establish the number of performance assessment
intervals that should be used to calculate the default offer cap and instead
request briefs on the matter, including alternative approaches to mitigation in
the capacity market. FERC clarified that the capacity auction for delivery year
2022/2023 (scheduled for May 2021) should go forward as scheduled under the
current rules. It is too early to predict the final outcome of this proceeding
or its potential financial impact, if any, on Exelon or Generation.
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
March 31, 2021, the percentage of expected generation hedged for the
Mid-Atlantic, Midwest, New York, and ERCOT reportable segments is 94%-97% for
2021. Generation has been and will continue to be proactive in using hedging
strategies to mitigate commodity price risk.
Generation procures natural gas through long-term and short-term contracts and
spot-market purchases. Nuclear fuel assemblies are obtained predominantly
through long-term uranium concentrate supply contracts, contracted conversion
services, contracted enrichment services, or a combination thereof, and
contracted fuel fabrication services. The supply markets for uranium
concentrates and certain nuclear fuel services are subject to price fluctuations
and availability restrictions. Approximately 60% of Generation's uranium
concentrate requirements from 2021 through 2025 are supplied by three suppliers.
In the event of non-performance by these or other suppliers, Generation believes
that replacement uranium concentrate can be obtained, although at prices that
may be unfavorable when compared to the prices under the current supply
agreements. Non-performance by these counterparties could have a material
adverse impact on Exelon's and Generation's consolidated financial statements.
See Note 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.
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Other Legislative and Regulatory Developments
FERC Supplemental Notice of Proposed Rulemaking
On April 15, 2021, the FERC issued a Supplemental Notice of Proposed Rulemaking
(NOPR) proposing to modify the current regulation permitting a continuous
50-basis-point ROE incentive adder for a transmission utility that joins and
remains a member of a RTO. Under the NOPR, the ROE incentive adder would only be
available for a period of up to three years after a transmission utility newly
joins a RTO and all existing ROE incentive adders would end for transmission
utilities that have been members for three or more years. The Utility
Registrants' existing transmission rates include the ROE incentive adder. Exelon
plans to provide comments to FERC on this matter which are due by May 26, 2021.
Exelon cannot predict the outcome, but a final rule as proposed could have an
adverse impact to Exelon's and the Utility Registrants' financial statements.
See Note 3 - Regulatory Matters of the 2020 Form 10-K for additional information
regarding the Utility Registrants' transmission formula rates and regulatory
proceedings at the FERC.
Employees
In April 2021, PECO ratified two CBAs with IBEW Local 614 which covers 1,140
operations employees and 185 customer service employees, respectively. Both CBAs
expire in 2026.
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
March 31, 2021, the Registrants' critical accounting policies and estimates had
not changed significantly from December 31, 2020. See ITEM 7. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -
Critical Accounting Policies and Estimates in the Registrants' 2020 Form 10-K
for further information.

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Generation


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

                                                                    Three Months Ended               Favorable
                                                                         March 31,                 (Unfavorable)
                                                                       2021               2020       Variance
Operating revenues                                                           $  5,559            $        4,733          $     826
Purchased power and fuel expense                                                4,610                     2,704             (1,906)
Revenues net of purchased power and fuel expense                                  949                     2,029             (1,080)
Other operating expenses
Operating and maintenance                                                       1,001                     1,263                262
Depreciation and amortization                                                     940                       304               (636)
Taxes other than income taxes                                                     121                       129                  8
Total other operating expenses                                                  2,062                     1,696               (366)

Gain on sales of assets and businesses                                             71                         -                 71

Operating (loss) income                                                        (1,042)                      333             (1,375)
Other income and (deductions)
Interest expense, net                                                             (72)                     (109)                37
Other, net                                                                        167                      (771)               938
Total other income and (deductions)                                                95                      (880)               975
Loss before income taxes                                                         (947)                     (547)              (400)
Income taxes                                                                     (179)                     (389)              (210)
Equity in losses of unconsolidated affiliates                                      (1)                       (3)                 2
Net loss                                                                         (769)                     (161)              (608)
Net income (loss) attributable to noncontrolling
interests                                                                          24                      (206)               230
Net (loss) income attributable to membership interest                        $   (793)           $           45          $    (838)



Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020.
Net income attributable to membership interest decreased by $838 million
primarily due to:
•Impacts of the February 2021 extreme cold weather event;
•Accelerated depreciation and amortization associated with Generation's
decisions in the third quarter of
  2020 to early retire Byron and Dresden nuclear facilities in 2021 and Mystic
Units 8 and 9 in 2024; and
•The absence of a prior year one-time tax settlement.
The decreases were partially offset by:
•Lower unrealized losses and higher realized gains on NDT funds.
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-
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Generation

Atlantic, Midwest, New York, ERCOT, and Other Power Regions. See Note 5 -
Segment Information of the Combined Notes to Consolidated Financial Statements
for additional information on these reportable segments.
The following business activities are not allocated to a region and are reported
under Other: natural gas, as well as other miscellaneous business activities
that are not significant to overall operating revenues or results of operations.
Further, the following activities are not allocated to a region and are reported
in Other: accelerated nuclear fuel amortization associated with nuclear
decommissioning and other miscellaneous revenues.
Generation evaluates the operating performance of electric business activities
using the measure of RNF. Operating revenues include all sales to third parties
and affiliated sales to the Utility Registrants. Purchased power costs include
all costs associated with the procurement and supply of electricity including
capacity, energy and ancillary services. Fuel expense includes the fuel costs
for owned generation and fuel costs associated with tolling agreements.
For the three months ended March 31, 2021 compared to 2020, RNF by region were
as follows. See Note 5 - Segment Information of the Combined Notes to the
Consolidated Financial Statements for additional information on Purchase power
and fuel expense for Generation's reportable segments.
                                                                            Three Months Ended
                                                                                March 31,
                                                                    2021       2020               Variance          % Change
Mid-Atlantic(a)                                                                      $    567          $    567          $      -                   -  %
Midwest(b)                                                                                702               727               (25)               (3.4) %
New York                                                                                  242               193                49                25.4  %
ERCOT                                                                                  (1,184)               80            (1,264)           (1,580.0) %
Other Power Regions                                                                       217               158                59                37.3  %
Total electric revenues net of purchased power and
fuel expense                                                                              544             1,725            (1,181)              (68.5) %
Mark-to-market gains                                                                      175               131                44                33.6  %
Other                                                                                     230               173                57                32.9  %
Total revenue net of purchased power and fuel
expense                                                                              $    949          $  2,029          $ (1,080)              (53.2) %


__________

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





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Generation

Generation's supply sources by region are summarized below:


                                                                                        Three Months Ended
                                                                                             March 31,
Supply Source (GWhs)                                                        2021             2020                    Variance            % Change
Nuclear Generation(a)
Mid-Atlantic                                                                                           13,254              12,784                 470                  3.7  %
Midwest                                                                                                23,155              23,598                (443)                (1.9) %
New York                                                                                                7,057               6,173                 884                 14.3  %
Total Nuclear Generation                                                                               43,466              42,555                 911                  2.1  %
Fossil and Renewables
Mid-Atlantic                                                                                              662                 853                (191)               (22.4) %
Midwest                                                                                                   323                 388                 (65)               (16.8) %
New York                                                                                                    1                   1                   -                    -  %
ERCOT                                                                                                   2,783               3,012                (229)                (7.6) %
Other Power Regions                                                                                     2,964               3,508                (544)               (15.5) %
Total Fossil and Renewables                                                                             6,733               7,762              (1,029)               (13.3) %
Purchased Power
Mid-Atlantic                                                                                            4,483               5,943              (1,460)               (24.6) %
Midwest                                                                                                   179                 288                (109)               (37.8) %

ERCOT                                                                                                     772                 991                (219)               (22.1) %
Other Power Regions                                                                                    12,834              12,167                 667                  5.5  %
Total Purchased Power                                                                                  18,268              19,389              (1,121)                (5.8) %
Total Supply/Sales by Region
Mid-Atlantic(b)                                                                                        18,399              19,580              (1,181)                (6.0) %
Midwest(b)                                                                                             23,657              24,274                (617)                (2.5) %
New York                                                                                                7,058               6,174                 884                 14.3  %
ERCOT                                                                                                   3,555               4,003                (448)               (11.2) %
Other Power Regions                                                                                    15,798              15,675                 123                  0.8  %
Total Supply/Sales by Region                                                                           68,467              69,706              (1,239)                (1.8) %


__________
(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.

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Generation


For the three months ended March 31, 2021 compared to 2020, changes in RNF by
region were as follows:
                                                              (Decrease)/                2021 vs. 2020
                                                                Increase                  Description
Mid-Atlantic                                                $           -  

• increased capacity revenue, offset


                                                                             by
                                                                             • decreased load served
Midwest                                                               (25)   • decreased load served
                                                                           

• decreased total ISO sales due to


                                                                             decreased generation
New York                                                               49   

• decreased nuclear outage days

• increased ZEC revenues due to


                                                                             decreased nuclear outage days
ERCOT                                                              (1,264)  

• higher energy procurement costs due

to the February 2021 extreme cold

weather event, as well as the impact


                                                                             of ERCOT market participant defaults
Other Power Regions                                                    59   

• increase in newly contracted load

• higher portfolio optimization

• higher realized energy prices,

partially offset by


                                                                             • decreased capacity revenue
Mark-to-market(a)                                                      44   

• gains on economic hedging activities

of $131 million in 2020 compared to


                                                                             gains of $175 million in 2021
Other                                                                  57   

• higher natural gas portfolio

optimization partially offset by

penalties associated with operational

flow orders and curtailments as a

result of the February 2021 extreme

cold weather event, partially offset

by

• increase in accelerated nuclear fuel

amortization associated with announced

early plant retirements

• decreased revenue related to the


                                                                             energy efficiency business
Total                                                       $      (1,080)


__________
(a)See Note 11 - Derivative Financial Instruments of the Combined Notes to
Consolidated Financial Statements for additional information on mark-to-market
gains.
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
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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
                                                            March 31,
                                                                          2021        2020
          Nuclear fleet capacity factor                                  95.3  %     93.9  %
          Refueling outage days                                            84          94
          Non-refueling outage days                                         3          11


The changes in Operating and maintenance expense consisted of the following:
                                                                                       Three Months Ended
                                                                                         March 31, 2021
                                                                                      Increase (Decrease)
Credit loss expense                                                                  $                47

Labor, other benefits, contracting, and materials(a)                                                 (27)

Nuclear refueling outage costs, including the co-owned Salem plants

                          (51)

Plant retirements and divestitures                                                                  (221)

Other                                                                                                (10)
Total decrease                                                                       $              (262)


__________
(a)Primarily reflects decreased contracting costs.
Depreciation and amortization expense for the three months ended March 31, 2021
compared to the same period in 2020 increased primarily due to the accelerated
depreciation and amortization associated with Generation's decision to early
retire the Byron and Dresden nuclear facilities.
Gain on sales of assets and businesses for the three months ended March 31, 2021
compared to the same period in 2020 increased primarily due to a gain on sale of
Generation's solar business.
Interest Expense for the three months ended March 31, 2021 compared to the same
period in 2020 decreased primarily due to decreases in interest rates.
Other, net for the three months ended March 31, 2021 compared to the same period
in 2020 increased due to activity described in the table below:
                                                             Three Months Ended
                                                                 March 31,
                                                                             2021        2020
Net unrealized losses on NDT funds(a)                                       $ (66)     $ (706)
Net realized gains on sale of NDT funds(a)                                    185          55
Interest and dividend income on NDT funds(a)                                   18          27
Contractual elimination of income tax expense(b)                               42        (176)
Net unrealized losses from equity investments(c)                              (23)          -
Other                                                                          11          29
Total other, net                                                            $ 167      $ (771)


__________
(a)Unrealized 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.
(c)Net unrealized losses on equity investments that became publicly traded
entities in the fourth quarter of 2020 and the first quarter of 2021.

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Effective income tax rates were 18.9% and 71.1% for the three months ended March
31, 2021 and 2020, respectively. See Note 9 - Income Taxes of the Combined Notes
to Consolidated Financial Statements for additional information
Net income attributable to noncontrolling interests for the three months ended
March 31, 2021 compared to the same period in 2020 increased primarily due to
higher net gains on NDT fund investments for CENG.
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                                                                           ComEd
Results of Operations - ComEd

                                                        Three Months Ended                 Favorable
                                                            March 31,                    (Unfavorable)
                                                                 2021             2020      Variance
Operating revenues                                                     $ 1,535          $        1,439      $ 96
Operating expenses
Purchased power expense                                                    527                     486       (41)
Operating and maintenance                                                  316                     317         1
Depreciation and amortization                                              292                     273       (19)
Taxes other than income taxes                                               75                      75         -
Total operating expenses                                                 1,210                   1,151       (59)

Operating income                                                           325                     288        37
Other income and (deductions)
Interest expense, net                                                      (96)                    (94)       (2)
Other, net                                                                   7                      10        (3)
Total other income and (deductions)                                        (89)                    (84)       (5)
Income before income taxes                                                 236                     204        32
Income taxes                                                                39                      36        (3)
Net income                                                             $   197          $          168      $ 29

Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020. Net income increased $29 million as compared to the same period in 2020, primarily due to increased electric distribution formula rate earnings (reflecting the impacts of higher rate base and higher allowed electric distribution ROE due to an increase in treasury rates). The changes in Operating revenues consisted of the following:


                                        Three Months Ended
                                          March 31, 2021
                                             Increase
Distribution                           $                21
Transmission                                             2
Energy efficiency                                       12
Other                                                   12

                                                        47
Regulatory required programs                            49
Total increase                         $                96


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 the revenue decoupling
mechanisms as allowed by FEJA.
Distribution Revenue. EIMA and FEJA provide for a performance-based formula
rate, which requires an annual reconciliation of the revenue requirement in
effect to the actual costs that the ICC determines are prudently and reasonably
incurred in a given year. Electric distribution revenue varies from year to year
based upon fluctuations in the underlying costs, (e.g., severe weather and storm
restoration), investments being recovered, and allowed ROE. Electric
distribution revenue increased for the three months ended March 31, 2021 as
compared to the same period in 2020, due to the impact of higher rate base and
higher allowed ROE due to an increase in treasury rates.
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.
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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 months
ended March 31, 2021 as compared to the same period in 2020, primarily due to
increased regulatory asset amortization, which is fully recoverable.
Other Revenue primarily includes assistance provided to other utilities through
mutual assistance programs. The increase in Other revenue for the three months
ended March 31, 2021 as compared to the same period in 2020, primarily reflects
mutual assistance revenues associated with storm restoration efforts.
Regulatory Required Programs represents revenues collected under approved riders
to recover costs incurred for regulatory programs such as recoveries under the
credit loss expense tariff, environmental costs associated with MGP sites, and
costs related to electricity, ZEC and REC procurement. The riders are designed
to provide full and current cost recovery. The costs of these programs are
included in Purchased power expense, Operating and maintenance expense,
Depreciation and amortization expense and Taxes other than income. Customers
have the choice to purchase electricity from competitive electric generation
suppliers. Customer choice programs do not impact the volume of deliveries as
ComEd remains the distribution service provider for all customers and charges a
regulated rate for distribution service, which is recorded in Operating
revenues. For customers that choose to purchase electric generation from
competitive suppliers, ComEd acts as the billing agent and therefore does not
record Operating revenues or Purchased power expense related to the electricity.
For customers that choose to purchase electric generation from ComEd, ComEd is
permitted to recover the electricity, ZEC, and REC procurement costs without
mark-up and therefore records equal and offsetting amounts in Operating revenues
and Purchased power expense related to the electricity, ZECs, and RECs.
See Note 5 - Segment Information of the Combined Notes to Consolidated Financial
Statements for the presentation of ComEd's revenue disaggregation.
The increase of $41 million for the three months ended March 31, 2021 compared
to the same period in 2020, respectively, in Purchased power expense is offset
in Operating revenues as part of regulatory required programs.
The changes in Operating and maintenance expense consisted of the following:
                                                                     Three Months Ended
                                                                       March 31, 2021
                                                                     (Decrease) Increase
  Storm-related costs                                               $                (9)
  Labor, other benefits, contracting and materials                                    8
  Pension and non-pension postretirement benefits expense                             1

  Other                                                                              (6)
                                                                                     (6)
  Regulatory required programs(a)                                                     5
  Total decrease                                                    $                (1)

__________

(a)ComEd is allowed to recover from or refund to customers the difference between its annual credit loss expense and the amounts collected in rates annually through a rider mechanism.


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The changes in Depreciation and amortization expense consisted of the following:
                                                         Three Months Ended
                                                           March 31, 2021
                                                              Increase
              Depreciation and amortization(a)          $                11
              Regulatory asset amortization(b)                            8

              Total increase                            $                19


__________
(a)Reflects ongoing capital expenditures.
(b)Includes amortization of ComEd's energy efficiency formula rate regulatory
asset and amortization related to the August 2020 storm regulatory asset.
Effective income tax rates were 16.5% and 17.6% for the three months ended March
31, 2021 and 2020, respectively. 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.
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                                                                            PECO
Results of Operations - PECO

                                                        Three Months Ended                 Favorable
                                                            March 31,                    (Unfavorable)
                                                                   2021           2020      Variance
Operating revenues                                                       $ 889          $          813      $ 76
Operating expenses
Purchased power and fuel expense                                           316                     283       (33)
Operating and maintenance                                                  234                     217       (17)
Depreciation and amortization                                               86                      86         -
Taxes other than income taxes                                               43                      39        (4)
Total operating expenses                                                   679                     625       (54)

Operating income                                                           210                     188        22
Other income and (deductions)
Interest expense, net                                                      (38)                    (36)       (2)
Other, net                                                                   5                       3         2
Total other income and (deductions)                                        (33)                    (33)        -
Income before income taxes                                                 177                     155        22
Income taxes                                                                10                      15         5

Net income                                                               $ 167          $          140      $ 27


Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020.
Net income increased by $27 million primarily due to favorable weather
conditions and volume.
The changes in Operating revenues consisted of the following:
                                                Three Months Ended
                                                  March 31, 2021
                                                Increase (Decrease)
                                                                   Electric      Gas       Total
Weather                                                           $     21      $ 16      $  37
Volume                                                                  12         2         14
Pricing                                                                 (6)       (1)        (7)
Transmission                                                             1         -          1
Other                                                                   (2)        -         (2)
                                                                        26        17         43
Regulatory required programs                                            31         2         33
Total increase                                                    $     57      $ 19      $  76


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 March 31, 2021 compared to the same period in 2020, Operating
revenues related to weather increased by the impact of favorable 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
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PECO's service territory for the three months ended March 31, 2021 compared to the same period in 2020 and normal weather consisted of the following: Heating and Cooling Degree-Days

% Change


                                      2021       2020       Normal      

From 2020 2021 vs. Normal



Three Months Ended March 31,
Heating Degree-Days                  2,302        1,989       2,418        15.7  %              (4.8) %
Cooling Degree-Days                      5            -           1            n/a             400.0  %

Volume. Electric volume, exclusive of the effects of weather, for the three months ended March 31, 2021, compared to the same period in 2020, increased on a net basis due to an increase in usage for residential customers further increased by customer growth. Natural gas volume for the three months ended March 31, compared to the same period in 2020, remained relatively consistent.



                                                                          Three Months Ended March 31,                                         Weather -
Electric Retail Deliveries to Customers (in                                                                                               Normal
GWhs)                                                       2021                      2020                        % Change              % Change(b)
Residential                                                                                              3,767                3,254                   15.8  %             6.2  %
Small commercial & industrial                                                                            1,881                1,905                   (1.3) %            (5.1) %
Large commercial & industrial                                                                            3,272                3,421                   (4.4) %            (5.0) %
Public authorities & electric railroads                                                                    149                  151                   (1.3) %            (1.4) %
Total electric retail deliveries(a)                                                                      9,069                8,731                    3.9  %            (0.6) %


                                                   As of March 31,
Number of Electric Customers                 2021                  2020
Residential                                 1,512,255             1,499,019
Small commercial & industrial                 154,637               154,056
Large commercial & industrial                   3,109                 3,093
Public authorities & electric railroads        10,237                10,096
Total                                       1,680,238             1,666,264


__________


(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.

                                                                        Three Months Ended                                       Weather -
Natural Gas Deliveries to Customers (in                                     March 31,                                             Normal
mmcf)                                                       2021             2020                   % Change              % Change(b)
Residential                                                                               20,674               17,282                   19.6  %             2.8  %
Small commercial & industrial                                                             10,170                8,809                   15.5  %            (0.2) %
Large commercial & industrial                                                                  7                    9                  (22.2) %            (0.6) %
Transportation                                                                             7,650                7,135                    7.2  %             0.4  %
Total natural gas retail deliveries(a)                                                    38,501               33,235                   15.8  %             1.5  %


                                         As of March 31,
Number of Natural Gas Customers     2021                2020
Residential                         493,857             489,063
Small commercial & industrial        44,604              44,509
Large commercial & industrial             5                   5
Transportation                          685                 727
Total                               539,151             534,304


__________
(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.
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Pricing for the three months ended March 31, 2021 compared to the same period in
2020 decreased primarily due to lower overall effective electric rates due to
increased usage across all major customer classes.
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.
Regulatory Required Programs represents revenues collected under approved riders
to recover costs incurred for regulatory programs such as energy efficiency,
PGC, and the GSA. The riders are designed to provide full and current cost
recovery as well as a return. The costs of these programs are included in
Purchased power and fuel expense, Operating and maintenance expense,
Depreciation and amortization expense, and Income taxes. Customers have the
choice to purchase electricity and natural gas from competitive electric
generation and natural gas suppliers. Customer choice programs do not impact the
volume of deliveries as PECO remains the distribution service provider for all
customers and charges a regulated rate for distribution service, which is
recorded in Operating revenues. For customers that choose to purchase electric
generation or natural gas from competitive suppliers, PECO acts as the billing
agent and therefore does not record Operating revenues or Purchased power and
fuel expense related to the electricity and/or natural gas. For customers that
choose to purchase electric generation or natural gas from PECO, PECO is
permitted to recover the electricity, natural gas, and REC procurement costs
without mark-up and therefore records equal and offsetting amounts in Operating
revenues and Purchased power and fuel expense related to the electricity,
natural gas, and RECs.
Other revenue primarily includes revenue related to late payment charges. Other
revenues for the three months ended March 31, 2021 compared to the same period
in 2020, decreased as PECO ceased new late fees for all customers and restored
service to customers upon request who were disconnected in the last twelve
months beginning March of 2020.
See Note 5 - Segment Information of the Combined Notes to Consolidated Financial
Statements for the presentation of PECO's revenue disaggregation.
The increase of $33 million for the three months ended March 31, 2021 compared
to the same period in 2020, 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
                                                            March 31, 2021
                                                          Increase (Decrease)
Labor, other benefits, contracting and materials                          10
Credit loss expense                                                        7
Storm-related costs                                                        6
BSC costs                                                                  3
Regulatory Required Programs                                              (2)
Other                                                                     (7)

Total increase                                           $                17

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


                                           Three Months Ended
                                             March 31, 2021
                                           Increase (Decrease)
Depreciation and amortization(a)          $                 3
Regulatory asset amortization                              (3)

Total increase                            $                 -


__________
(a)Depreciation and amortization increased primarily due to ongoing capital
expenditures.
Interest expense, net increased $2 million for the three months ended March 31,
2021 compared to the same period in 2020, respectively, primarily due to the
issuance of debt in June 2020 and March 2021.
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Effective income tax rates were 5.6% and 9.7% for the three months ended March
31, 2021 and 2020, respectively. 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.
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                                                                             BGE

Results of Operations - BGE

                                                        Three Months Ended                 Favorable
                                                            March 31,                    (Unfavorable)
                                                                   2021           2020      Variance
Operating revenues                                                       $ 974          $          937      $ 37
Operating expenses
Purchased power and fuel expense                                           331                     288       (43)
Operating and maintenance                                                  197                     188        (9)
Depreciation and amortization                                              152                     143        (9)
Taxes other than income taxes                                               72                      69        (3)
Total operating expenses                                                   752                     688       (64)

Operating income                                                           222                     249       (27)
Other income and (deductions)
Interest expense, net                                                      (34)                    (32)       (2)
Other, net                                                                   8                       5         3
Total other income and (deductions)                                        (26)                    (27)        1
Income before income taxes                                                 196                     222       (26)
Income taxes                                                               (13)                     41        54
Net income                                                               $ 209          $          181      $ 28


Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020.
Net income increased by $28 million primarily due to favorable impacts of the
multi-year plan. See Note 3 - Regulatory Matters of the Combined Notes to
Consolidated Financial Statements for additional information on the three-year
electric and natural gas distribution multi-year plan.
The changes in Operating revenues consisted of the following:
                                                Three Months Ended
                                                  March 31, 2021
                                                (Decrease) Increase
                                                                   Electric      Gas       Total
Distribution                                                      $      -      $ (1)     $  (1)
Transmission                                                             3         -          3
Other                                                                   (7)       (1)        (8)
                                                                        (4)       (2)        (6)
Regulatory required programs                                            24        19         43
Total increase                                                    $     20      $ 17      $  37


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.
                                                          As of March 31,
      Number of Electric Customers                   2021                  

2020


      Residential                                1,192,470               

1,181,329


      Small commercial & industrial                114,819                

114,697


      Large commercial & industrial                 12,505                 

12,376


      Public authorities & electric railroads          266                 

   265
      Total                                      1,320,060               1,308,667


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                                                                             BGE

                                                       As of March 31,
           Number of Natural Gas Customers         2021                 2020
           Residential                          648,824               641,608
           Small commercial & industrial         38,318                38,381
           Large commercial & industrial          6,120                 6,078
           Total                                693,262               686,067


Distribution Revenue remained relatively consistent for the three months ended
March 31, 2021, compared to the same period in 2020.
Transmission Revenue. Under a FERC-approved formula, transmission revenue varies
from year to year based upon fluctuations in the underlying costs, capital
investments being recovered, and the highest daily peak load, which is updated
annually in January based on the prior calendar year. Generally,
increases/decreases in the highest daily peak load will result in higher/lower
transmission revenue.
Other Revenue includes revenue related to late payment charges, mutual
assistance, off-system sales, and service application fees.
Regulatory Required Programs represent revenues collected under approved riders
to recover costs incurred for regulatory programs such as conservation, demand
response, STRIDE, and the POLR mechanism. The riders are designed to provide
full and current cost recovery, as well as a return in certain instances. The
costs of these programs are included in Purchased power and fuel expense,
Operating and maintenance expense, Depreciation and amortization expense, and
Taxes other than income taxes. Customers have the choice to purchase electricity
and natural gas from competitive electric generation and natural gas suppliers.
Customer choice programs do not impact the volume of deliveries as BGE remains
the distribution service provider for all customers and charges a regulated rate
for distribution service, which is recorded in Operating revenues. For customers
that choose to purchase electric generation or natural gas from competitive
suppliers, BGE acts as the billing agent and therefore does not record Operating
revenues or Purchased power and fuel expense related to the electricity and/or
natural gas. For customers that choose to purchase electric generation or
natural gas from BGE, BGE is permitted to recover the electricity and natural
gas procurement costs from customers and therefore records the amounts related
to the electricity and/or natural gas in Operating revenues and Purchased power
and fuel expense. BGE recovers electricity and natural gas procurement costs
from customers with a slight mark-up.
See Note 5 - Segment Information of the Combined Notes to Consolidated Financial
Statements for the presentation of BGE's revenue disaggregation.
The increase of $43 million for the three months ended March 31, 2021 compared
to the same period in 2020, in Purchased power and fuel expense is fully offset
in Operating revenues as part of regulatory required programs.

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The changes in Operating and maintenance expense consisted of the following:
                                                  Three Months Ended
                                                    March 31, 2021
                                                  Increase (Decrease)

                    Storm-related costs         $                   6

                    BSC costs                                       2
                    Credit loss expense                            (2)
                    Other                                           3

                    Total increase              $                   9


The changes in Depreciation and amortization expense consisted of the following:
                                                         Three Months Ended
                                                           March 31, 2021
                                                              Increase
              Depreciation and amortization(a)          $                9

              Total increase                            $                9


_________
(a)Depreciation and amortization increased primarily due to ongoing capital
expenditures.
Effective income tax rates were (6.6)% and 18.5% for the three months ended
March 31, 2021 and 2020, respectively. The change is primarily due to the
multi-year plan which resulted in the acceleration of certain income tax
benefits. See Note 3 - Regulatory Matters of the Combined Notes to Consolidated
Financial Statements for additional information on the three-year electric and
natural gas distribution multi-year plan 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.
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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. The following table sets forth PHI's GAAP
consolidated Net Income by Registrant for the three months ended March 31, 2021
compared to the same period in 2020. See the Results of Operations for Pepco,
DPL, and ACE for additional information.
                                         Three Months Ended
                                             March 31,
                                                    2021           2020   Favorable Variance
           PHI                                            $ 128          $               108      $ 20
           Pepco                                             59                           52         7
           DPL                                               56                           45        11
           ACE                                               14                           13         1
           Other(a)                                          (1)                          (2)        1


_________
(a)Primarily includes eliminating and consolidating adjustments, PHI's corporate
operations, shared service entities, and other financing and investing
activities.
Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020.
Net Income increased by $20 million primarily due to favorable weather
conditions in DPL's Delaware and ACE's service territories and higher electric
distribution rates at DPL.

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                                                                           Pepco

Results of Operations - Pepco

                                                                           Three Months Ended                Favorable
                                                                                March 31,                  (Unfavorable)
                                                                                2021            2020         Variance
Operating revenues                                                                    $ 553            $              544          $      9

Operating expenses
Purchased power expense                                                                 166                           164                (2)
Operating and maintenance                                                               108                           111                 3
Depreciation and amortization                                                           102                            95                (7)
Taxes other than income taxes                                                            90                            92                 2
Total operating expenses                                                                466                           462                (4)

Operating income                                                                         87                            82                 5
Other income and (deductions)
Interest expense, net                                                                   (34)                          (34)                -
Other, net                                                                               12                             9                 3
Total other income and (deductions)                                                     (22)                          (25)                3
Income before income taxes                                                               65                            57                 8
Income taxes                                                                              6                             5                (1)
Net income                                                                            $  59            $               52          $      7


Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020.
Net income remained relatively consistent.
The changes in Operating revenues consisted of the following:
                                                Three Months Ended March 31, 2021
                                                       Increase (Decrease)
        Distribution                           $                               3
        Transmission                                                          (3)
        Other                                                                  4
                                                                               4
        Regulatory required programs                                           5
        Total increase                         $                               9


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.
                                                  As of March 31,
Number of Electric Customers                  2021                 2020
Residential                                835,415               820,283
Small commercial & industrial               53,738                54,304
Large commercial & industrial               22,492                22,248
Public authorities & electric railroads        174                   169
Total                                      911,819               897,004


Distribution Revenue increased for the three months ended March 31, 2021 compared to the same period in 2020, due to customer growth. Transmission Revenues. Under a FERC-approved formula, transmission revenue varies from year to year based upon fluctuations in the underlying costs and capital investments being recovered.


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Pepco



Other revenue includes rental revenue, revenue related to late payment charges,
mutual assistance revenues, and recoveries of other taxes.
Regulatory Required Programs represent revenues collected under approved riders
to recover costs incurred for regulatory programs such as energy efficiency
programs, DC PLUG, and SOS procurement and administrative costs. The riders are
designed to provide full and current cost recovery as well as a return in
certain instances. The costs of these programs are included in Purchased power
expense, Operating and maintenance expense, Depreciation and amortization
expense, and Taxes other than income taxes. Customers have the choice to
purchase electricity from competitive electric generation suppliers. Customer
choice programs do not impact the volume of deliveries, as Pepco remains the
distribution service provider for all customers and charges a regulated rate for
distribution service, which is recorded in Operating revenues. For customers
that choose to purchase electric generation from competitive suppliers, Pepco
acts as the billing agent and therefore does not record Operating revenues or
Purchased power expense related to the electricity. For customers that choose to
purchase electric generation from Pepco, Pepco is permitted to recover the
electricity and REC procurement costs from customers and therefore records the
amounts related to the electricity and RECs in Operating revenues and Purchased
power expense. Pepco recovers electricity and REC procurement costs from
customers with a slight mark-up.
See Note 5 - Segment Information of the Combined Notes to Consolidated Financial
Statements for the presentation of Pepco's revenue disaggregation.
The increase of $2 million for the three months ended March 31, 2021 compared to
the same period in 2020, 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
                                                                                   March 31, 2021
                                                                                 (Decrease) Increase
Labor, other benefits, contracting and materials                                 $             (6)
Pension and non-pension postretirement benefits expense                                        (1)

BSC and PHISCO costs                                                                            1
Credit loss expense                                                                             2

Other                                                                                           1

Total decrease                                                                   $             (3)


The changes in Depreciation and amortization expense consisted of the following:
                                                  Three Months Ended March 31, 2021
                                                         Increase (Decrease)

       Depreciation and amortization(a)          $                               4
       Regulatory asset amortization                                            (1)
       Regulatory required programs                                              4
       Total increase                            $                               7

_________


(a)Depreciation and amortization increased primarily due to ongoing capital
expenditures.
Effective income tax rates were 9.2% and 8.8% for the three months ended March
31, 2021 and 2020, respectively. See 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.
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                                                                             DPL

Results of Operations - DPL

                                                                      Three Months Ended                Favorable
                                                                           March 31,                  (Unfavorable)
                                                                           2021            2020         Variance
Operating revenues                                                               $ 382            $              350          $     32
Operating expenses
Purchased power and fuel expense                                                   156                           141               (15)
Operating and maintenance                                                           83                            79                (4)
Depreciation and amortization                                                       53                            48                (5)
Taxes other than income taxes                                                       17                            16                (1)
Total operating expenses                                                           309                           284               (25)

Operating income                                                                    73                            66                 7
Other income and (deductions)
Interest expense, net                                                              (15)                          (16)                1
Other, net                                                                           3                             2                 1
Total other income and (deductions)                                                (12)                          (14)                2
Income before income taxes                                                          61                            52                 9
Income taxes                                                                         5                             7                 2
Net income                                                                       $  56            $               45          $     11


Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020.
Net income increased by $11 million primarily due to favorable weather
conditions in DPL's Delaware electric and natural gas service territories and
higher electric distribution rates.
The changes in Operating revenues consisted of the following:
                                                         Three Months Ended
                                                           March 31, 2021
                                                         Increase (Decrease)
                                                                            Electric      Gas      Total
         Weather                                                           $      4      $ 5      $   9
         Volume                                                                   -        1          1
         Distribution                                                             5        -          5

         Other                                                                    1       (1)         -
                                                                                 10        5         15
         Regulatory required programs                                            15        2         17
         Total increase                                                    $     25      $ 7      $  32


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.
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 March 31, 2021 compared to the same period in 2020, Operating
revenues related to weather increased due to the impact of favorable weather
conditions in DPL's Delaware electric and natural gas service territories.
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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 months
ended March 31, 2021 compared to same period in 2020 and normal weather
consisted of the following:
Delaware Electric Service
Territory                                                                                                    % Change
Three Months Ended March 31,       2021                 2020                Normal             2021 vs. 2020         2021 vs. Normal
Heating Degree-Days                 2,358                2,003                2,493                    17.7  %                (5.4) %
Cooling Degree-Days                     3                    -                    -                        n/a                    n/a


Delaware Natural Gas Service
Territory                                                                                                    % Change
Three Months Ended March 31,       2021                 2020                Normal             2021 vs. 2020         2021 vs. Normal
Heating Degree-Days                 2,358                2,003                2,497                    17.7  %                (5.6) %


Volume, exclusive of the effects of weather, remained relatively consistent for the three months ended March 31, 2021 compared to the same period in 2020.


                                                                          Three Months Ended
Electric Retail Deliveries to Delaware Customers                               March 31,                                    Weather - Normal
(in GWhs)                                                              2021               2020             % Change            % Change(b)
Residential                                                                                854               743                      14.9  %              4.5  %
Small commercial & industrial                                                              342               296                      15.5  %             10.5  %
Large commercial & industrial                                                              689               823                     (16.3) %            (17.2) %
Public authorities & electric railroads                                                      9                 8                      12.5  %              7.7  %
Total electric retail deliveries(a)                                                      1,894             1,870                       1.3  %             (3.6) %


                                                                           As of March 31,
Number of Total Electric Customers (Maryland and
Delaware)                                                         2021                          2020
Residential                                                         473,917                       469,082
Small commercial & industrial                                        62,647                        61,769
Large commercial & industrial                                         1,208                         1,414
Public authorities & electric railroads                                 608                           612
Total                                                               538,380                       532,877


_________
(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.
                                                                          Three Months Ended
Natural Gas Retail Deliveries to Delaware                                      March 31,                                    Weather - Normal
Customers (in mmcf)                                                    2021               2020             % Change            % Change(b)
Residential                                                                              4,394             3,647                      20.5  %             2.6  %
Small commercial & industrial                                                            1,868             1,671                      11.8  %            (3.9) %
Large commercial & industrial                                                              457               452                       1.1  %             1.1  %
Transportation                                                                           2,224             2,108                       5.5  %            (0.9) %
Total natural gas deliveries(a)                                                          8,943             7,878                      13.5  %             0.2  %


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                                                                             DPL

                                                            As of March 31,
       Number of Delaware Natural Gas Customers         2021                 2020
       Residential                                   127,522              

126,209


       Small commercial & industrial                  10,043                

10,004


       Large commercial & industrial                      19                    17
       Transportation                                    160                   159
       Total                                         137,744               136,389


__________


(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 three months ended March 31, 2021
compared to the same period in 2020 primarily due to higher electric
distribution rates in Maryland that became effective in July 2020 and higher
electric and natural gas distribution rates in Delaware that became effective in
the second half 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 year. Generally,
increases/decreases in the highest daily peak load will result in higher/lower
transmission revenue.
Other revenue includes rental revenue, revenue related to late payment charges,
mutual assistance revenues, and recoveries of other taxes.
Regulatory Required Programs represent revenues collected under approved riders
to recover costs incurred for regulatory programs such as energy efficiency
programs, DE Renewable Portfolio Standards, SOS procurement and administrative
costs, and GCR costs. The riders are designed to provide full and current cost
recovery as well as a return in certain instances. The costs of these programs
are included in Purchased power and fuel expense, Operating and maintenance
expense, Depreciation and amortization expense, and Taxes other than income
taxes. Customers have the choice to purchase electricity from competitive
electric generation suppliers. Customer choice programs do not impact the volume
of deliveries as DPL remains the distribution service provider for all customers
and charges a regulated rate for distribution service, which is recorded in
Operating revenues. For customers that choose to purchase electric generation or
natural gas from competitive suppliers, DPL acts as the billing agent and
therefore does not record Operating revenues or Purchased power and fuel expense
related to the electricity and/or natural gas. For customers that choose to
purchase electric generation or natural gas from DPL, DPL is permitted to
recover the electricity, natural gas, and REC procurement costs from customers
and therefore records the amounts related to the electricity, natural gas, and
RECs in Operating revenues and Purchased power and fuel expense. DPL recovers
electricity and REC procurement costs from customers with a slight mark-up and
natural gas costs without mark-up.
See Note 5 - Segment Information of the Combined Notes to Consolidated Financial
Statements for the presentation of DPL's revenue disaggregation.
The increase of $15 million for the three months ended March 31, 2021, compared
to the same period in 2020, 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
                                                                     March 31, 2021
                                                                   Increase (Decrease)
Labor, other benefits, contracting and materials                  $                 2
BSC and PHISCO costs                                                                2
Credit loss expense                                                                 1

Pension and non-pension postretirement benefits expense                            (1)

Total increase                                                    $                 4


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The changes in Depreciation and amortization expense consisted of the following:
                                                         Three Months Ended
                                                           March 31, 2021
                                                              Increase
              Depreciation and amortization(a)          $                3

              Regulatory required programs                               2
              Total increase                            $                5


_________
(a)Depreciation and amortization increased primarily due to ongoing capital
expenditures.
Effective income tax rates were 8.2% and 13.5% for the three months ended March
31, 2021 and 2020, respectively. See 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.
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                                                                             ACE

Results of Operations - ACE

                                                                           Three Months Ended                Favorable
                                                                                March 31,                  (Unfavorable)
                                                                                2021            2020         Variance
Operating revenues                                                                    $ 310            $              276          $     34

Operating expenses
Purchased power expense                                                                 157                           128               (29)
Operating and maintenance                                                                76                            78                 2
Depreciation and amortization                                                            47                            43                (4)
Taxes other than income taxes                                                             2                             2                 -
Total operating expenses                                                                282                           251               (31)
Gain on sale of assets                                                                    -                             2                (2)
Operating income                                                                         28                            27                 1
Other income and (deductions)
Interest expense, net                                                                   (15)                          (15)                -
Other, net                                                                                1                             2                (1)
Total other income and (deductions)                                                     (14)                          (13)               (1)
Income before income taxes                                                               14                            14                 -
Income taxes                                                                              -                             1                 1
Net income                                                                            $  14            $               13          $      1


Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020.
Net income remained relatively consistent.
The changes in Operating revenues consisted of the following:
                                                Three Months Ended March 31, 2021
                                                        Increase (Decrease)
        Weather                                $                                4
        Volume                                                                  2
        Distribution                                                           (1)

        Other                                                                   1
                                                                                6

        Regulatory required programs                                           28
        Total increase                         $                               34


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 an increase related to
weather for the three months ended March 31, 2021 compared to same period in
2020 due to the impact of favorable weather conditions in ACE'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
20-year period in ACE's service territory. The changes in heating and cooling
degree days in ACE's service territory for the three months ended March 31, 2021
compared to same period in 2020 and normal weather consisted of the following:
Heating and Cooling
Degree-Days                                                                                                   % Change


Three Months Ended March 31,        2021                 2020                Normal             2021 vs. 2020         2021 vs. Normal
Heating Degree-Days                  2,348                1,948                2,469                    20.5  %                (4.9) %
Cooling Degree-Days                      4                    -                    -                        n/a                    n/a


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ACE



Volume, exclusive of the effects of weather, increased for the three months
ended March 31, 2021 compared to the same period in 2020, primarily due to
residential customer growth and usage, partially offset by lower commercial and
industrial usage.
                                                                          Three Months Ended
                                                                               March 31,                                    Weather - Normal
Electric Retail Deliveries to Customers (in GWhs)                      2021               2020             % Change            % Change(b)
Residential                                                                                928               810                      14.6  %             6.6  %
Small commercial & industrial                                                              305               294                       3.7  %            (0.8) %
Large commercial & industrial                                                              716               735                      (2.6) %            (3.5) %
Public authorities & electric railroads                                                     13                13                         -  %             0.9  %
Total electric retail deliveries(a)                                                      1,962             1,852                       5.9  %             1.5  %



                                                  As of March 31,
Number of Electric Customers                  2021                 2020
Residential                                498,396               495,444
Small commercial & industrial               61,771                61,470
Large commercial & industrial                3,267                 3,355
Public authorities & electric railroads        704                   684
Total                                      564,138               560,953


_________


(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 remained relatively consistent for the three months ended
March 31, 2021 compared to the same period in 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.
Other Revenue includes rental revenue, service connection fees, and mutual
assistance revenues.
Regulatory Required Programs represent revenues collected under approved riders
to recover costs incurred for regulatory programs such as energy efficiency
programs, Societal Benefits Charge, Transition Bonds, and BGS procurement and
administrative costs. The riders are designed to provide full and current cost
recovery as well as a return in certain instances. The costs of these programs
are included in Purchased power expense, Operating and maintenance expense,
Depreciation and amortization expense, and Taxes other than income taxes.
Customers have the choice to purchase electricity from competitive electric
generation suppliers. Customer choice programs do not impact the volume of
deliveries, as ACE remains the distribution service provider for all customers
and charges a regulated rate for distribution service, which is recorded in
Operating revenues. For customers that choose to purchase electric generation
from competitive suppliers, ACE acts as the billing agent and therefore does not
record Operating revenues or Purchased power expense related to the electricity.
For customers that choose to purchase electric generation from ACE, ACE is
permitted to recover the electricity, ZEC, and REC procurement costs without
mark-up and therefore records equal and offsetting amounts in Operating revenues
and Purchased power expense related to the electricity, ZECs, and RECs.
See Note 5 - Segment Information of the Combined Notes to Consolidated Financial
Statements for the presentation of ACE's revenue disaggregation.
The increase of $29 million for the three months ended March 31, 2021 compared
to the same period in 2020, in Purchased power expense is fully offset in
Operating revenues as part of regulatory required programs.
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ACE



The changes in Operating and maintenance expense consisted of the following:
                                                                                Three Months Ended
                                                                                  March 31, 2021
                                                                                Increase (Decrease)
Labor, other benefits, contracting and materials                                $              1

BSC and PHISCO costs                                                                           1

                                                                                               2
Regulatory required programs(a)                                                               (4)
Total decrease                                                                  $             (2)


_________
(a)ACE is allowed to recover from or refund to customers the difference between
its annual credit loss expense and the amounts collected in rates annually
through the Societal Benefits Charge.
The changes in Depreciation and amortization expense consisted of the following:
                                                  Three Months Ended March 31, 2021
                                                         Increase (Decrease)

       Depreciation and amortization(a)          $                               4
       Regulatory asset amortization                                            (1)
       Regulatory required programs                                              1
       Total increase                            $                               4

_________


(a)Depreciation and amortization increased primarily due to ongoing capital
expenditures.
Gain on sale of assets for the three months ended March 31, 2021 compared to the
same period in 2020 decreased due to the sale of land in the first quarter of
2020.
Effective income tax rates were 0.0% and 7.1% for the three months ended March
31, 2021 and 2020, respectively. See 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.
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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 $10.6
billion. The Registrants utilize their credit facilities to support their
commercial paper programs, provide for other short-term borrowings and to issue
letters of credit. See the "Credit Matters" section below for additional
information. The Registrants expect cash flows to be sufficient to meet
operating expenses, financing costs, and capital expenditure requirements.
The Registrants primarily use their capital resources, including cash, to fund
capital requirements, including construction expenditures, retire debt, pay
dividends, fund pension and OPEB obligations, and invest in new and existing
ventures. The Registrants spend a significant amount of cash on capital
improvements and construction projects that have a long-term return on
investment. Additionally, the Utility Registrants operate in rate-regulated
environments in which the amount of new investment recovery may be delayed or
limited and where such recovery takes place over an extended period of time. See
Note 12 - Debt and Credit Agreements of the Combined Notes to Consolidated
Financial Statements for additional information on the Registrants' debt and
credit agreements.
NRC Minimum Funding Requirements (Exelon and Generation)
NRC regulations require that licensees of nuclear generating facilities
demonstrate reasonable assurance that sufficient funds will be available in
certain minimum amounts to decommission the facility. These NRC minimum funding
levels are typically based upon the assumption that decommissioning activities
will commence after the end of the current licensed life of each unit. If a unit
fails the NRC minimum funding test, then the plant's owners or parent companies
would be required to take steps, such as providing financial guarantees through
letters of credit or parent company guarantees or making additional cash
contributions to the NDT fund to ensure sufficient funds are available. See Note
8 - Nuclear Decommissioning of the Combined Notes to Consolidated Financial
Statements for additional information.
If a nuclear plant were to early retire there is a risk that it will no longer
meet the NRC minimum funding requirements due to the earlier commencement of
decommissioning activities and a shorter time period over which the NDT funds
could appreciate in value. A shortfall could require that Generation address the
shortfall by providing additional financial assurances such as letters of credit
or parent company guarantees 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. No later than two years after shutting
down a plant, Generation must submit a PSDAR to the NRC that includes the
planned option for decommissioning the site. Upon early retirement, Dresden will
have adequate funding assurance, however, due to the earlier commencement of
decommissioning activities and a shorter time period over which the NDT fund
investments could appreciate in value, Byron may no longer meet the NRC minimum
funding requirements and, as a result, additional financial assurance may be
required. Considering the different approaches to decommissioning available to
Generation, the most likely estimates currently anticipated could require
financial assurance for radiological decommissioning at Byron of up to $55
million.
Upon issuance of any required financial guarantees, each site would be able to
utilize the respective NDT funds for radiological decommissioning costs, which
represent the majority of the total expected decommissioning costs. However,
under the regulations, the NRC must approve an exemption in order for Generation
to utilize the
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NDT funds to pay for non-radiological decommissioning costs (i.e. spent fuel
management and site restoration costs, if applicable). If a unit does not
receive this exemption, those costs would be borne by Generation without
reimbursement from or access to the NDT funds. Based on current projections of
the most likely decommissioning approach and expected exemptions from the NRC,
it is expected that Dresden would not require supplemental cash from Generation,
but some portion of the Byron spent fuel management costs would need to be
funded through supplemental cash from Generation. While the ultimate amounts may
vary and could be offset by reimbursement of certain spent fuel management costs
under the DOE settlement agreement, decommissioning for Byron may require
supplemental cash from Generation of up to $180 million, net of taxes, over a
period of 10 years after permanent shutdown.
As of March 31, 2021, Generation is not required to provide any additional
financial assurances 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. Refer to Note
17 - Debt and Credit Agreements of the Exelon 2020 Form 10-K for additional
information on credit facilities and nonrecourse debt.
Cash Flows from Operating Activities (All Registrants)
Generation's cash flows from operating activities primarily result from the sale
of electric energy and energy-related products and services to customers.
Generation's future cash flows from operating activities may be affected by
future demand for and market prices of energy and its ability to continue to
produce and supply power at competitive costs as well as to obtain collections
from customers 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 19 - Commitments and Contingencies of
the Combined Notes to Consolidated Financial Statements of the Exelon 2020 Form
10-K for additional information on regulatory and legal proceedings and proposed
legislation.
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Table of Contents The following table provides a summary of the change in cash flows from operating activities for the three months ended March 31, 2021 and 2020 by Registrant:

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