Exelon


Executive Overview
Exelon is a utility services holding company engaged in the generation,
delivery, and marketing of energy through Generation and the energy distribution
and transmission businesses through ComEd, PECO, BGE, Pepco, DPL, and ACE.
Exelon has eleven reportable segments consisting of Generation's five reportable
segments (Mid-Atlantic, Midwest, New York, ERCOT, and Other Power Regions),
ComEd, PECO, BGE, Pepco, DPL, and ACE. See Note 1 - Significant Accounting
Policies and Note 5 - Segment Information of the Combined Notes to Consolidated
Financial Statements for additional information regarding Exelon's principal
subsidiaries and reportable segments.
Exelon's consolidated financial information includes the results of its eight
separate operating subsidiary registrants, Generation, ComEd, PECO, BGE, PHI,
Pepco, DPL, and ACE, which, along with Exelon, are collectively referred to as
the Registrants. The following combined Management's Discussion and Analysis of
Financial Condition and Results of Operations summarizes results for the year
ended December 31, 2020 compared to the year ended December 31, 2019, and is
separately filed by Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL, and
ACE. However, none of the Registrants makes any representation as to information
related solely to any of the other Registrants. For discussion of the year ended
December 31, 2019 compared to the year ended December 31, 2018, refer to ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS in the 2019 Form 10-K, which was filed with the SEC on February 11,
2020.
COVID-19. The Registrants have taken steps to mitigate the potential risks posed
by the global outbreak (pandemic) of COVID-19. The Registrants provide a
critical service to our customers which means that it is paramount that we keep
our employees who operate our businesses safe and minimize unnecessary risk of
exposure to the virus. The Registrants have taken extra precautions for our
employees who work in the field and for employees who continue to work in our
facilities. The Registrants have implemented work from home policies where
appropriate, and imposed travel limitations on their employees. In addition, the
Registrants have updated existing business continuity plans in the context of
this pandemic.
The Registrants continue to implement strong physical and cyber-security
measures to ensure that our systems remain functional in order to both serve our
operational needs with a remote workforce and keep them running to ensure
uninterrupted service to our customers.
There were no changes in internal control over financial reporting in 2020 as a
result of COVID-19 that materially affected, or are reasonably likely to
materially affect, any of the Registrants' internal control over financial
reporting. See ITEM 9A. CONTROLS AND PROCEDURES for additional information.
Unfavorable economic conditions due to COVID-19 have impacted the demand for
electricity and natural gas at Generation and the Utility Registrants, which has
resulted in a decrease in operating revenues.
As a result of COVID-19, Generation temporarily suspended interruption of
service for all retail residential customers for non-payment and temporarily
ceased new late payment fees for all retail customers from March to May of 2020.
Starting in March of 2020, the Utility Registrants also temporarily suspended
customer disconnections for non-payment and temporarily ceased new late payment
fees for all customers and restored service to customers upon request who were
disconnected in the last twelve months. See Note 3 - Regulatory Matters of the
Combined Notes to Consolidated Financial Statements for additional information
on such measures at the Utility Registrants. At Generation, such measures
resulted in an increase in credit loss expense. ComEd and ACE recorded
regulatory assets for the incremental credit loss expense based on existing
mechanisms. BGE, PECO, Pepco, and DPL also recorded regulatory assets for
substantially all the incremental credit loss expense incurred in 2020. See Note
3 - Regulatory Matters of the Combined Notes to Consolidated Financial
Statements for additional information.
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Generation and the Utility Registrants have also incurred direct costs related
to COVID-19 consisting primarily of costs to acquire personal protective
equipment, costs for cleaning supplies and services, and costs to hire
healthcare professionals to monitor the health of their employees. At Generation
and PECO, such costs are recorded as Operating and maintenance expense and are
excluded from Adjusted (non-GAAP) Operating Earnings. At ComEd, BGE, Pepco, DPL,
and ACE, such costs are primarily recorded as regulatory assets. See Note 3 -
Regulatory Matters of the Combined Notes to Consolidated Financial Statements
for additional information.
The estimated impact to Generation's and the Utility Registrants' Net income is
approximately $170 million and $75 million for the year ended December 31, 2020,
respectively.
To offset the unfavorable impacts from COVID-19, the Registrants identified
approximately $250 million in cost savings across Generation and the Utility
Registrants in 2020. The cost savings achieved in 2020 were higher than
originally anticipated.
The Registrants rely on the capital markets for publicly offered debt as well as
the commercial paper markets to meet their financial commitments and short-term
liquidity needs. As a result of the disruptions in the commercial paper markets
in March of 2020, Generation borrowed $1.5 billion on its revolving credit
facility to refinance commercial paper, which Generation repaid on April 3,
2020. Generation also entered into two short-term loan agreements in March of
2020 for an aggregate of $500 million. On April 8, 2020, Generation received
approximately $500 million in cash after entering into an accounts receivable
financing arrangement. On April 24, 2020, Exelon Corporate entered into a credit
agreement establishing a $550 million 364-day revolving credit facility to be
used as an additional source of short-term liquidity. In addition, the
Registrants issued long-term debt of $5.3 billion and were able to successfully
complete their planned long-term debt issuances in 2020. See Liquidity and
Capital Resources, Note 17 - Debt and Credit Agreements, and Note 6 - Accounts
Receivable of the Combined Notes to Consolidated Financial Statements for
additional information.
The Registrants assessed long-lived assets, goodwill, and investments for
recoverability and there were no material impairment charges recorded in 2020 as
a result of COVID-19. See Note 12 - Asset Impairments for additional information
related to other impairment assessments in the third quarter of 2020. Certain
assumptions are highly sensitive to changes. Changes in significant assumptions
could potentially result in future impairments, which could be material.
This is an evolving situation that could lead to extended disruption of economic
activity in our markets. The Registrants will continue to monitor developments
affecting their workforce, customers, and suppliers and will take additional
precautions that they determine to be necessary in order to mitigate the
impacts. The extent to which COVID-19 may impact the Registrants' ability to
operate their generating and transmission and distribution assets, the ability
to access capital markets, and results of operations, including demand for
electricity and natural gas, will depend on the spread and proliferation of
COVID-19 around the world and future developments, which are highly uncertain
and cannot be predicted at this time.

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Financial Results of Operations
GAAP Results of Operations. The following table sets forth Exelon's GAAP
consolidated Net Income attributable to common shareholders by Registrant for
the year ended December 31, 2020 compared to the same period in 2019. For
additional information regarding the financial results for the years ended
December 31, 2020 and 2019 see the discussions of Results of Operations by
Registrant.
                          2020         2019        (Unfavorable) Favorable Variance
           Exelon       $ 1,963      $ 2,936      $                            (973)
           Generation       589        1,125                                   (536)
           ComEd            438          688                                   (250)
           PECO             447          528                                    (81)
           BGE              349          360                                    (11)
           PHI              495          477                                     18
           Pepco            266          243                                     23
           DPL              125          147                                    (22)
           ACE              112           99                                     13
           Other(a)        (355)        (242)                                  (113)


__________
(a)Primarily includes eliminating and consolidating adjustments, Exelon's
corporate operations, shared service entities, and other financing and investing
activities.
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019. Net
income attributable to common shareholders decreased by $973 million and diluted
earnings per average common share decreased to $2.01 in 2020 from $3.01 in 2019
primarily due to:
•One-time charges and accelerated depreciation and amortization associated with
Generation's decisions in the third quarter of 2020 to early retire Byron and
Dresden nuclear facilities in 2021 and Mystic Units 8 and 9 in 2024, partially
offset by the absence of accelerated depreciation and amortization due to the
early retirement of TMI in September 2019;
•Impairment of the New England asset group;

•Payments that ComEd made under the Deferred Prosecution Agreement. See Note 19
- Commitments and Contingencies of the Combined Notes to Consolidated Financial
Statements for additional information;

•Lower capacity revenue;

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



•Lower realized energy prices;
•Higher nuclear outage days;
•Impact of Generation's annual update to the nuclear ARO for Non-Regulatory
Agreement Units;
•Lower net unrealized and realized gains on NDT funds;
•COVID-19 direct costs;
•Lower electric distribution earnings from lower allowed ROE due to a decrease
in treasury rates, partially offset by higher rate base at ComEd;
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•Higher storm costs related to the June 2020 and August 2020 storms at PECO, net of tax repairs, and related to the August 2020 storm at DPL;

•Unfavorable weather conditions at PECO, DPL Delaware, and ACE; and



•A net increase in depreciation and amortization expense due to ongoing capital
expenditures at PECO, BGE, Pepco, DPL, and ACE, partially offset at Generation
due to the impact of extending the operating license at Peach Bottom.

The decreases were partially offset by;
•Higher mark-to-market gains;
•Unrealized gains resulting from equity investments without readily determinable
fair values that became publicly traded entities in the fourth quarter and were
fair valued based on quoted market prices of the stocks as of December 31, 2020;
•Lower operating and maintenance expense at Generation primarily due to previous
cost management programs, lower contracting costs, and lower travel costs,
partially offset by lower NEIL insurance distributions;
•Lower nuclear fuel costs;
•A tax benefit related to a settlement in the first quarter of 2020, partially
offset by the absence of a tax benefit related to certain research and
development activities recorded in the fourth quarter of 2019 at Generation; and
•Regulatory rate increases at BGE, DPL, and ACE.
Adjusted (non-GAAP) Operating Earnings. In addition to net income, Exelon
evaluates its operating performance using the measure of Adjusted (non-GAAP)
operating earnings because management believes it represents earnings directly
related to the ongoing operations of the business. Adjusted (non-GAAP) operating
earnings exclude certain costs, expenses, gains and losses, and other specified
items. This information is intended to enhance an investor's overall
understanding of year-to-year operating results and provide an indication of
Exelon's baseline operating performance excluding items that are considered by
management to be not directly related to the ongoing operations of the business.
In addition, this information is among the primary indicators management uses as
a basis for evaluating performance, allocating resources, setting incentive
compensation targets, and planning and forecasting of future periods. Adjusted
(non-GAAP) operating earnings is not a presentation defined under GAAP and may
not be comparable to other companies' presentations or deemed more useful than
the GAAP information provided elsewhere in this report.
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The following table provides a reconciliation between Net income attributable to
common shareholders as determined in accordance with GAAP and Adjusted
(non-GAAP) operating earnings for the year ended December 31, 2020 as compared
to 2019:
                                                                            

For the Years Ended December 31,


                                                                          2020                                         2019
                                                                                  Earnings per                             Earnings per
(All amounts in millions after tax)                                               Diluted Share                            Diluted Share

Net Income Attributable to Common Shareholders $ 1,963

$ 2.01 $ 2,936 $ 3.01 Mark-to-Market Impact of Economic Hedging Activities (net of taxes of $73 and $66, respectively)

                  (213)                       (0.22)             197                    0.20
Unrealized (Gains) Losses Related to NDT Fund
Investments (net of taxes of $278 and $269,
respectively)(a)                                             (256)                       (0.26)            (299)                  (0.31)

Asset Impairments (net of taxes of $135 and $56,
respectively)(b)                                              396                         0.41              123                    0.13

Plant Retirements and Divestitures (net of taxes of $244 and $9, respectively)(c)

                                 718                         0.74              118                    0.12

Cost Management Program (net of taxes of $14 and $17, respectively)(d)

                                               45                         0.05               51                    0.05
Litigation Settlement Gain (net of taxes of $7)                 -                            -              (19)                  (0.02)

Asset Retirement Obligation (net of taxes of $16 and $9, respectively)(e)

                                           48                         0.05              (84)                  (0.09)

Change in Environmental Liabilities (net of taxes of $6 and $8, respectively)

                                       18                         0.02               20                    0.02
COVID-19 Direct Costs (net of taxes of $19)(f)                 50                         0.05                -                       -

Deferred Prosecution Agreement Payments (net of taxes of $0)(g)

                                                     200                         0.20                -                       -
Acquisition Related Costs (net of taxes of $1)(h)               4                            -                -                       -
ERP System Implementation Costs (net of taxes of
$1)(i)                                                          3                            -                -                       -
Income Tax-Related Adjustments (entire amount
represents tax expense)(j)                                     71                         0.07                5                    0.01

Noncontrolling Interests (net of taxes of $19 and $26, respectively)(k)

                                              103                         0.11               90                    0.09
Adjusted (non-GAAP) Operating Earnings                 $    3,149               $         3.22          $ 3,139          $         3.22


__________
Note:
Amounts may not sum due to rounding.
Unless otherwise noted, the income tax impact of each reconciling item between
GAAP Net Income and Adjusted (non-GAAP) Operating Earnings is based on the
marginal statutory federal and state income tax rates for each Registrant,
taking into account whether the income or expense item is taxable or deductible,
respectively, in whole or in part. For all items except the unrealized gains and
losses related to NDT funds, the marginal statutory income tax rates for 2020
and 2019 ranged from 26.0% to 29.0%. Under IRS regulations, NDT fund investment
returns are taxed at different rates for investments if they are in qualified or
non-qualified funds. The effective tax rates for the unrealized gains and losses
related to NDT funds were 52.1% and 47.3% for the years ended December 31, 2020
and 2019, respectively.

(a)Reflects the impact of net unrealized gains and losses on Generation's NDT
fund investments for Non-Regulatory and Regulatory Agreement Units. The impacts
of the Regulatory Agreement Units, including the associated income taxes, are
contractually eliminated, resulting in no earnings impact.
(b)In 2020, reflects an impairment at ComEd in the second quarter of 2020
related to the acquisition of transmission assets and an impairment of the New
England asset group in the third quarter of 2020. In 2019, primarily reflects
the impairment of equity method investments in certain distributed energy
companies. The impact of such impairment net of noncontrolling interest is
$0.02.
(c)In 2020, primarily reflects one-time charges and accelerated depreciation and
amortization associated with Generation's decisions in the third quarter of 2020
to early retire Byron and Dresden nuclear facilities in 2021 and Mystic Units 8
and 9 in 2024. In 2019, primarily reflects accelerated depreciation and
amortization expenses associated with the early retirement of the TMI nuclear
facility and certain fossil sites and the loss on the sale of Oyster Creek to
Holtec, partially offset by net realized gains related to Oyster Creek's NDT
fund investments, a net benefit associated with remeasurements of the TMI ARO,
and a gain on the sale of certain wind assets.
(d)Primarily represents reorganization and severance costs related to cost
management programs.
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(e)Reflects an adjustment to Generation's nuclear ARO for Non-Regulatory
Agreement Units resulting from the annual update.
(f)Represents direct costs related to COVID-19 consisting primarily of costs to
acquire personal protective equipment, costs for cleaning supplies and services,
and costs to hire healthcare professionals to monitor the health of employees.
(g)Reflects the payments made by ComEd under the Deferred Prosecution Agreement,
which ComEd entered into on July 17, 2020 with the U.S. Attorney's Office for
the Northern District of Illinois.
(h)Reflects costs related to the acquisition of EDF's interest in CENG.
(i)Reflects costs related to a multi-year ERP system implementation.
(j)Primarily reflects the adjustment to deferred income taxes due to changes in
forecasted apportionment.
(k)Represents elimination from Generation's results of the noncontrolling
interests related to certain exclusion items. In 2020, primarily related to
unrealized gains and losses on NDT fund investments for CENG units. In 2019,
primarily related to the impact of unrealized gains on NDT fund investments and
the impact of the Generation's annual nuclear ARO update for CENG units,
partially offset by the impairment of certain equity investments in distributed
energy companies.
Significant 2020 Transactions and Developments
Planned Separation
On February 21, 2021, Exelon's Board of Directors approved a plan to separate
the Utility Registrants and Generation, creating two publicly traded companies
with the resources necessary to best serve customers and sustain long-term
investment and operating excellence. The separation gives each company the
financial and strategic independence to focus on its specific customer needs,
while executing its core business strategy. See Note 26 - Subsequent Events of
the Combined Notes to Consolidated Financial Statements for additional
information.
Impacts of February 2021 Weather Events and Texas-based Generating Assets
Outages
Beginning on February 15, 2021, Generation's Texas-based generating assets
within the ERCOT market, specifically Colorado Bend II, Wolf Hollow II, and
Handley, experienced periodic outages as a result of historically severe cold
weather conditions. In addition, those weather conditions drove increased demand
for service, limited the availability of natural gas to fuel power plants, and
dramatically increased wholesale power and gas prices.
Exelon and Generation estimate the impact to their Net income for the first
quarter of 2021 arising from these market and weather conditions to be
approximately $560 million to $710 million. The estimated impact includes
favorable results in certain regions within Generation's wholesale gas business.
The ultimate impact to Exelon's and Generation's consolidated financial
statements may be affected by a number of factors, including final settlement
data, the impacts of customer and counterparty credit losses, any state
sponsored solutions to address the financial challenges caused by the event, and
litigation and contract disputes which may result. Exelon expects to offset
between $410 million and $490 million of this impact primarily at Generation
through a combination of enhanced revenue opportunities, deferral of selected
non-essential maintenance, and primarily one-time cost savings.
See Note 26 - Subsequent Events of the Combined Notes to Consolidated Financial
Statements for additional information.
Agreement for Sale of Generation's Solar Business
On December 8, 2020, Generation entered into an agreement with an affiliate of
Brookfield Renewable, for the sale of a significant portion of Generation's
solar business, including 360 megawatts of generation in operation or under
construction across more than 600 sites across the United States, for a purchase
price of $810 million. Completion of the transaction is expected to occur in the
first half of 2021. Generation will retain certain solar assets not included in
this agreement, primarily Antelope Valley. See Note 2 - Mergers, Acquisitions,
and Dispositions of the Combined Notes to Consolidated Financial Statements for
additional information.
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Early Retirement of Generation Facilities
In August 2020, Generation announced that it intends to retire the Byron
Generating Station in September 2021, Dresden Generating Station in November
2021, and Mystic Units 8 and 9 at the expiration of the cost of service
commitment in May 2024. As a result, in the third quarter of 2020, Exelon and
Generation recognized a $500 million impairment of its New England asset group
and one-time non-cash charges for Byron, Dresden, and Mystic related to
materials and supplies inventory reserve adjustments, employee-related costs,
and construction work-in-progress impairments, among other items. In addition,
there will be ongoing annual financial impacts stemming from shortening the
expected economic useful lives of these facilities, primarily related to
accelerated depreciation of plant assets (including any ARC) and accelerated
amortization of nuclear fuel. Such ongoing charges are excluded from Adjusted
(non-GAAP) Operating Earnings.
The following table summarizes the incremental expense recorded for the year
ended December 31, 2020 and the estimated amounts of incremental expense
expected to be incurred through the retirement dates.
                                            Actual                   

Projected(a)


Income statement expense (pre-tax)           2020        2021        2022       2023       2024
Depreciation and amortization
   Accelerated depreciation(b)             $  921      $ 2,070      $ 110

$ 120 $ 50

Accelerated nuclear fuel amortization 60 170 -


       -         -
Operating and maintenance
   One-time charges                           277           30         10          -        20
   Other charges(c)                            35           10         10         10         5

   Contractual offset(d)                     (364)        (475)         -          -         -
Total                                      $  929      $ 1,805      $ 130      $ 130      $ 75


_________
(a)Actual results may differ based on incremental future capital additions,
actual units of production for nuclear fuel amortization, future revised ARO
assumptions, etc.
(b)Reflects incremental accelerated depreciation of plant assets, including any
ARC.
(c)Reflects primarily the net impacts associated with the remeasurement of the
ARO for Dresden. See Note 10 - Asset Retirement Obligations of the Combined
Notes to Consolidated Financial Statements for additional information.
(d)Reflects contractual offset for ARO accretion, ARC depreciation, and net
impacts associated with the remeasurement of the ARO for Byron and Dresden.
Based on the regulatory agreement with the ICC, decommissioning-related
activities are offset within Exelon's and Generation's Consolidated Statements
of Operations and Comprehensive Income as long as the net cumulative
decommissioning-related activities result in a regulatory liability at ComEd.
Recognition of a regulatory asset for nuclear decommissioning-related activities
at ComEd is not permissible. The offset results in an equal adjustment to the
noncurrent payables to ComEd at Generation and an adjustment to the regulatory
liabilities at ComEd. See Note 10 - Asset Retirement Obligations of the Combined
Notes to Consolidated Financial Statements for additional information.
Deferred Prosecution Agreement
On July 17, 2020, ComEd entered into a Deferred Prosecution Agreement (DPA) with
the U.S. Attorney's Office for the Northern District of Illinois (USAO) to
resolve the USAO's investigation into ComEd's lobbying activities in the State
of Illinois. Under the DPA, the USAO filed a single charge alleging that ComEd
improperly gave and offered to give jobs, vendor subcontracts, and payments
associated with those jobs and subcontracts for the benefit of the Speaker of
the Illinois House of Representatives and the Speaker's associates, with the
intent to influence the Speaker's action regarding legislation affecting ComEd's
interests. The DPA provides that the USAO will defer any prosecution of such
charge and any other criminal or civil case against ComEd in connection with the
matters identified therein for a three-year period subject to certain
obligations of ComEd, including payment to the United States Treasury of $200
million, with $100 million payable within thirty days of the filing of the DPA
with the United States District Court for the Northern District of Illinois and
an additional $100 million within ninety days of such filing date. The payments
will not be recovered in rates or charged to customers, and ComEd will not seek
or accept reimbursement or indemnification from any source other than Exelon.
See Note 19 - Commitments and Contingencies for additional information.
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Utility Distribution Base Rate Case Proceedings
The Utility Registrants file base rate cases with their regulatory commissions
seeking increases or decreases to their electric transmission and distribution,
and gas distribution rates to recover their costs and earn a fair return on
their investments. The outcomes of these regulatory proceedings impact the
Utility Registrants' current and future financial statements.
The following tables show the Utility Registrants' completed and pending
distribution base rate case proceedings in 2020. See Note 3 - Regulatory Matters
of the Combined Notes to Consolidated Financial Statements for additional
information on these and other regulatory proceedings.
Completed Distribution Base Rate Case Proceedings
                                                                                        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 8, 2019           Electric              $         (6)         $        (17)                      8.91  %         December 4, 2019              January 1, 2020
ComEd - Illinois                       April 16, 2020          Electric                       (11)                  (14)                      8.38  %         December 9, 2020              January 1, 2021
                                        May 15, 2020           Electric                       137                    81                       9.50  %
BGE - Maryland                       (amended September                                                                                                       December 16, 2020             January 1, 2021
                                         11, 2020)             Natural Gas                     91                    21                       9.65  %

                                      December 5, 2019
DPL - Maryland                       (amended April 23,        Electric                        17                    12                       9.60  %           July 14, 2020                July 16, 2020
                                           2020)
                                     February 21, 2020
DPL - Delaware                      (amended October 9,        Natural Gas                      7                     2                       9.60  %          January 6, 2021            September 21, 2020
                                           2020)


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Pending Distribution Base Rate Case Proceedings


                                                                                             Requested
                                                                                              Revenue
                                                                                            Requirement
     Registrant/Jurisdiction                 Filing Date                Service               Increase              Requested ROE               Expected Approval Timing
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          Electric                       110                       10.2  %            Second quarter of 2021
DPL - Delaware                          March 6, 2020 (amended       Electric                        23                       10.3  %            Third quarter of 2021
                                          February 2, 2021)
ACE - New Jersey                           December 9, 2020          Electric                        67                       10.3  %            Fourth quarter of 2021


Transmission Formula Rates
The following total increases/(decreases) were included in the Utility
Registrants' 2020 annual electric transmission formula rate updates. See Note 3
- Regulatory Matters of the Combined Notes to Consolidated Financial Statements
for additional information.
                                            Initial Revenue                                             Total Revenue
                                              Requirement             Annual Reconciliation              Requirement              Allowed Return
           Registrant                     Increase/(Decrease)                Decrease                Increase/(Decrease)           on Rate Base              Allowed ROE
ComEd                                   $                 18          $                (4)         $                 14                   8.17  %                    11.50  %
PECO                                                       5                          (28)                          (23)                  7.47  %                    10.35  %
BGE                                                       16                           (3)                            4                   7.26  %                    10.50  %
Pepco                                                      2                          (46)                          (44)                  7.81  %                    10.50  %
DPL                                                       (4)                         (40)                          (44)                  7.20  %                    10.50  %
ACE                                                        5                          (25)                          (20)                  7.40  %                    10.50  %


Sales of Customer Accounts Receivable
On April 8, 2020, NER, a bankruptcy remote, special purpose entity, which is
wholly owned by Generation, entered into an accounts receivable financing
facility with a number of financial institutions and a commercial paper conduit
to sell certain customer accounts receivables. Generation received approximately
$500 million of cash in accordance with the initial sale of approximately $1.2
billion receivables. See Note 6 - Accounts Receivable of the Combined Notes to
Consolidated Financial Statements for additional information.
Exelon's Strategy and Outlook
On February 21, 2021, Exelon's Board of Directors approved a plan to separate
the Utility Registrants and Generation, creating two publicly traded companies
with the resources necessary to best serve customers and sustain long-term
investment and operating excellence. The separation gives each company the
financial and strategic independence to focus on its specific customer needs,
while executing its core business strategy. See Note 26 - Subsequent Events of
the Combined Notes to Consolidated Financial Statements for additional
information.
In 2021, the businesses remain focused on maintaining industry leading
operational excellence, meeting or exceeding their financial commitments,
ensuring timely recovery on investments to enable customer benefits, supporting
enactment of clean energy policies, and continued commitment to corporate
responsibility.
Exelon's utility strategy is to improve reliability and operations and enhance
the customer experience, while ensuring ratemaking mechanisms provide the
utilities fair financial returns. The Utility Registrants only invest in rate
base where it provides a benefit to customers and the community by improving
reliability and the service experience or otherwise meeting customer needs. The
Utility Registrants make these investments at the lowest
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reasonable cost to customers. Exelon seeks to leverage its scale and expertise
across the utilities platform through enhanced standardization and sharing of
resources and best practices to achieve improved operational and financial
results. Additionally, the Utility Registrants anticipate making significant
future investments in smart grid technology, transmission projects, gas
infrastructure, and electric system improvement projects, providing greater
reliability and improved service for our customers and a stable return for the
company.
Generation's competitive businesses create value for customers by providing
innovative energy solutions and reliable, clean, and affordable energy.
Generation's electricity generation strategy is to pursue opportunities that
provide stable revenues and match supply to customers. Generation leverages its
energy generation portfolio to deliver energy to both wholesale and retail
customers. Generation's customer-facing activities foster development and
delivery of other innovative energy-related products and services for its
customers. Generation operates in well-developed energy markets and employs an
integrated hedging strategy to manage commodity price volatility. Its generation
fleet, including its nuclear plants which consistently operate at high capacity
factors, also provide geographic and supply source diversity. These factors help
Generation mitigate the current challenging conditions in competitive energy
markets.
Various market, financial, regulatory, legislative and operational factors could
affect the Registrants' success in pursuing their strategies. Exelon continues
to assess infrastructure, operational, commercial, policy, and legal solutions
to these issues. One key issue is ensuring the ability to properly value nuclear
generation assets in the market, solutions to which Exelon is actively pursuing
in a variety of jurisdictions and venues. See ITEM 1A. RISK FACTORS for
additional information regarding market and financial factors.
Growth Opportunities
Management continually evaluates growth opportunities aligned with Exelon's
businesses, assets and markets, leveraging Exelon's expertise in those areas and
offering sustainable returns.
Regulated Energy Businesses. The Utility Registrants anticipate investing
approximately $27 billion over the next four years in electric and natural gas
infrastructure improvements and modernization projects, including smart grid
technology, storm hardening, advanced reliability technologies, and transmission
projects, which is projected to result in an increase to current rate base of
approximately $15 billion by the end of 2024. The Utility Registrants invest in
rate base where beneficial to customers and the community by increasing
reliability and the service experience or otherwise meeting customer needs.
These investments are made at the lowest reasonable cost to customers.
Competitive Energy Businesses. Generation continually assesses the optimal
structure and composition of its generation assets as well as explores wholesale
and retail opportunities within the power and gas sectors. Generation's strategy
is to ensure appropriate valuation of its generation assets, in part through
public policy efforts, identify and capitalize on opportunities that match
supply to customers as a means to provide stable earnings, and identify emerging
technologies where strategic investments provide the option for significant
future growth or influence in market development.
Other Key Business Drivers and Management Strategies
Utility Rates and Rate Proceedings
The Utility Registrants file rate cases with their regulatory commissions
seeking increases or decreases to their electric transmission and distribution,
and gas distribution rates to recover their costs and earn a fair return on
their investments. The outcomes of these regulatory proceedings impact the
Utility Registrants' current and future results of operations, cash flows, and
financial positions. See Note 3 - Regulatory Matters of the Combined Notes to
Consolidated Financial Statements for additional information on these regulatory
proceedings.
Power Markets
Price of Fuels
The use of new technologies to recover natural gas from shale deposits is
increasing natural gas supply and reserves, which places downward pressure on
natural gas prices and, therefore, on wholesale and retail power prices, which
results in a reduction in Exelon's revenues. Forward natural gas prices have
declined significantly
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over the last several years; in part reflecting an increase in supply due to
strong natural gas production (due to shale gas development).
Section 232 Uranium Petition
On January 16, 2018, two Canadian-owned uranium mining companies with operations
in the U.S. jointly submitted a petition to the U.S. Department of Commerce
("DOC") seeking relief under Section 232 of the Trade Expansion Act of 1962 from
imports of uranium products, alleging that these imports threaten national
security.
The United States Nuclear Fuel Working Group ("Working Group") report was made
public on April 23, 2020. The Working Group report states that nuclear power is
intrinsically tied to national security, and promises that the U.S. government
will take bold actions to strengthen all parts of the nuclear fuel industry in
the U.S. It recommends the Agreement Suspending the Antidumping Investigation on
Uranium from the Russian Federation (the "Russian Suspension Agreement" or
"RSA") be extended and to consider reducing the amount of Russian imports of
nuclear fuel. The Russian Suspension Agreement is the historical resolution of a
1991 DOC investigation that found that the Russians had been selling or
"dumping" cheap uranium products into the U.S. The RSA has been amended several
times in the intervening years to allow Russia to supply limited amounts of
uranium products into the U.S. It was set to expire at the end of 2020, but was
amended on October 5, 2020 to extend for another 20 years.
The Working Group report should be viewed as policy recommendations that may be
implemented by executive agencies, congress, and or regulatory bodies. Exelon
and Generation cannot currently predict the outcome of all of the policy changes
recommended by the Working Group.
Complaint at FERC Seeking to Alter Capacity Market Default Offer Caps
On February 21, 2019, PJM's Independent Market Monitor (IMM) filed a complaint
alleging that the number of performance assessment intervals used to calculate
the default offer cap for bids to supply capacity in PJM is too high, resulting
in an overstated default offer cap that obviates the need for most sellers to
seek unit-specific approval of their offers. The IMM claims that this allows for
the exercise of market power. The IMM asks FERC to require PJM to reduce the
number of performance assessment intervals used to calculate the opportunity
costs of a capacity supplier assuming a capacity obligation. This would, in
turn, lower the default offer cap and allow the IMM to review more offers on a
unit-specific basis. It is too early to predict the final outcome of this
proceeding or its potential financial impact, if any, on Exelon or Generation.
Energy Demand
Load growth at the Utility Registrants is driven by recovery from COVID-19
impacts. ComEd and PECO are projecting modest growth in load of 2.5% and 1.8%,
respectively, in 2021 as compared to reduced load in 2020. BGE, Pepco, DPL, and
ACE are projecting slower growth as prolonged COVID-19 impacts decrease load by
(2.0)%, (0.8)%, (0.9)%, and (2.4)%, respectively, in 2021 compared to 2020.
Retail Competition
Generation's retail operations compete for customers in a competitive
environment, which affect the margins that Generation can earn and the volumes
that it is able to serve. Forward natural gas and power prices are expected to
remain low and thus we expect retail competitors to stay aggressive in their
pursuit of market share, and that wholesale generators (including Generation)
will continue to use their retail operations to hedge generation output.
Hedging Strategy
Exelon's policy to hedge commodity risk on a ratable basis over three-year
periods is intended to reduce the financial impact of market price volatility.
Generation is exposed to commodity price risk associated with the unhedged
portion of its electricity portfolio. Generation enters into non-derivative and
derivative contracts, including financially-settled swaps, futures contracts and
swap options, and physical options and physical forward contracts, all with
credit-approved counterparties, to hedge this anticipated exposure. As of
December 31, 2020, the percentage of expected generation hedged for the
Mid-Atlantic, Midwest, New York, and ERCOT reportable segments is 94%-97% for
2021. Generation has been and will continue to be proactive in using hedging
strategies to mitigate commodity price risk.
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Generation procures natural gas through long-term and short-term contracts and
spot-market purchases. Nuclear fuel assemblies are obtained predominantly
through long-term uranium concentrate supply contracts, contracted conversion
services, contracted enrichment services, or a combination thereof, and
contracted fuel fabrication services. The supply markets for uranium
concentrates and certain nuclear fuel services are subject to price fluctuations
and availability restrictions. Approximately 60% of Generation's uranium
concentrate requirements from 2021 through 2025 are supplied by three suppliers.
In the event of non-performance by these or other suppliers, Generation believes
that replacement uranium concentrate can be obtained, although at prices that
may be unfavorable when compared to the prices under the current supply
agreements. Non-performance by these counterparties could have a material
adverse impact on Exelon's and Generation's consolidated financial statements.
See Note 16 - Derivative Financial Instruments of the Combined Notes to
Consolidated Financial Statements and ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK for additional information.
The Utility Registrants mitigate commodity price risk through regulatory
mechanisms that allow them to recover procurement costs from retail customers.
Other Legislative and Regulatory Developments
Illinois Clean Energy Progress Act
On March 14, 2019, the Clean Energy Progress Act was introduced in the Illinois
General Assembly to preserve Illinois' clean energy choices arising from FEJA
and empower the IPA to conduct capacity procurements outside of PJM's base
residual auction process, while utilizing the FRR provisions in PJM's tariffs
which are still subject to penalties and other obligations under the PJM
tariffs. The most significant provisions of the proposed legislation are as
follows: (1) it allows the IPA to procure capacity directly from clean energy
resources that have previously sold ZECs or RECs, including certain of
Generation's nuclear plants in Illinois, or from new clean energy resources, (2)
it establishes a goal of achieving 100% carbon-free power in the ComEd service
territory by 2032, and (3) it implements reforms to enhance consumer protections
in the state's competitive retail electricity and natural gas markets, including
Generation's retail customers. Energy legislation has also been proposed by
other stakeholders in 2019 and 2020, including renewable resource developers,
environmental advocates, and coal-fueled generators. Lawmakers focused their
efforts on understanding all of the various legislative proposals with the goal
of developing a single comprehensive energy package for ultimate consideration
by the General Assembly and Governor Pritzker. Due to the COVID-19 pandemic, the
legislative calendar during 2020 was severely curtailed stalling progress on
comprehensive energy legislation. The fall 2020 veto session was cancelled. The
next opportunity for the General Assembly to consider development of
comprehensive energy legislation appears to come during the 2021 spring
legislative session. Exelon and Generation will work with legislators and
stakeholders and cannot predict the outcome or the potential financial impact,
if any, on Exelon or Generation.
Nuclear Powers Act of 2019
On April 12, 2019, the Nuclear Powers America Act of 2019 was introduced to the
United States Congress, which expands the current investment tax credit to
existing nuclear power plants. The proposed legislation would provide a credit
equal to 30% of continued capital investment in certain nuclear energy-related
expenditures, including capital expenses and nuclear fuel, starting from tax
years 2019 through 2023. Thereafter, the credit rate would be reduced to 26% in
2024, 22% in 2025, and 10% in 2026 and beyond. To qualify for the credit, the
plant must be currently operational and must have applied for an operating
license renewal before 2026.  Exelon and Generation are working with legislators
and stakeholders and cannot predict the outcome or the potential financial
impact, if any, on Exelon or Generation.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with GAAP requires that
management apply accounting policies and make estimates and assumptions that
affect results of operations and the amounts of assets and liabilities reported
in the financial statements. Management believes that the accounting policies
described below require significant judgment in their application, or
incorporate estimates and assumptions that are inherently
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uncertain and that may change in subsequent periods. Additional information of
the application of these accounting policies can be found in the Combined Notes
to Consolidated Financial Statements.
Nuclear Decommissioning Asset Retirement Obligations (Exelon and Generation)
Generation's ARO associated with decommissioning its nuclear units was $11.9
billion at December 31, 2020. The authoritative guidance requires that
Generation estimate its obligation for the future decommissioning of its nuclear
generating plants. To estimate that liability, Generation uses an
internally-developed, probability-weighted, discounted cash flow model which, on
a unit-by-unit basis, considers multiple decommissioning outcome scenarios.
As a result of recent nuclear plant retirements in the industry, nuclear
operators and third-party service providers are obtaining more information about
costs associated with decommissioning activities. At the same time, regulators
are gaining more information about decommissioning activities which could result
in changes to existing decommissioning requirements. In addition, as more
nuclear plants are retired, it is possible that technological advances will be
identified that could create efficiencies and lead to a reduction in
decommissioning costs. The availability of NDT funds could impact the timing of
the decommissioning activities. Additionally, certain factors such as changes in
regulatory requirements during plant operations or the profitability of a
nuclear plant could impact the timing of plant retirements. These factors could
result in material changes to Generation's current estimates as more information
becomes available and could change the timing of plant retirements and the
probability assigned to the decommissioning outcome scenarios.
The nuclear decommissioning obligation is adjusted on a regular basis due to the
passage of time and revisions to the key assumptions for the expected timing
and/or estimated amounts of the future undiscounted cash flows required to
decommission the nuclear plants, based upon the following methodologies and
significant estimates and assumptions:
Decommissioning Cost Studies. Generation uses unit-by-unit decommissioning cost
studies to provide a marketplace assessment of the expected costs (in current
year dollars) and timing of decommissioning activities, which are validated by
comparison to current decommissioning projects within the industry and other
estimates. Decommissioning cost studies are updated, on a rotational basis, for
each of Generation's nuclear units at least every five years, unless
circumstances warrant more frequent updates. As part of the annual cost study
update process, Generation evaluates newly assumed costs or substantive changes
in previously assumed costs to determine if the cost estimate impacts are
sufficiently material to warrant application of the updated estimates to the
AROs across the nuclear fleet outside of the normal five-year rotating cost
study update cycle.
Cost Escalation Factors. Generation uses cost escalation factors to escalate the
decommissioning costs from the decommissioning cost studies discussed above
through the assumed decommissioning period for each of the units. Cost
escalation studies, updated on an annual basis, are used to determine escalation
factors, and are based on inflation indices for labor, equipment and materials,
energy, LLRW disposal, and other costs. All of the nuclear AROs are adjusted
each year for the updated cost escalation factors.
Probabilistic Cash Flow Models. Generation's probabilistic cash flow models
include the assignment of probabilities to various scenarios for decommissioning
cost levels, decommissioning approaches, and timing of plant shutdown on a
unit-by-unit basis. Probabilities assigned to cost levels include an assessment
of the likelihood of costs 20% higher (high-cost scenario) or 15% lower
(low-cost scenario) than the base cost scenario. The assumed decommissioning
scenarios include the following three alternatives: (1) DECON which assumes
decommissioning activities begin shortly after the cessation of operation, (2)
Shortened SAFSTOR generally has a 30-year delay prior to onset of
decommissioning activities, and (3) SAFSTOR which assumes the nuclear facility
is placed and maintained in such condition that the nuclear facility can be
safely stored and subsequently decontaminated generally within 60 years after
cessation of operations. In each decommissioning scenario, spent fuel is
transferred to dry cask storage as soon as possible until DOE acceptance for
disposal.
The actual decommissioning approach selected once a nuclear facility is shutdown
will be determined by Generation at the time of shutdown and may be influenced
by multiple factors including the funding status of the NDT fund at the time of
shutdown.
The assumed plant shutdown timing scenarios include the following four
alternatives: (1) the probability of operating through the original 40-year
nuclear license term, (2) the probability of operating through an extended
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60-year nuclear license term (regardless of whether such 20-year license
extension has been received for each unit), (3) the probability of a second,
20-year license renewal for some nuclear units, and (4) the probability of early
plant retirement for certain sites due to changing market conditions and
regulatory environments. As power market and regulatory environment developments
occur, Generation evaluates and incorporates, as necessary, the impacts of such
developments into its nuclear ARO assumptions and estimates.
Generation's probabilistic cash flow models also include an assessment of the
timing of DOE acceptance of SNF for disposal. Generation currently assumes DOE
will begin accepting SNF in 2035. The SNF acceptance date assumption is based on
management's estimates of the amount of time required for DOE to select a site
location and develop the necessary infrastructure for long-term SNF storage. For
additional information regarding the estimated date when DOE will begin
accepting SNF, see Note 19 - Commitments and Contingencies of the Combined Notes
to Consolidated Financial Statements.
Discount Rates. The probability-weighted estimated future cash flows for the
various assumed scenarios are discounted using credit-adjusted, risk-free rates
(CARFR) applicable to the various businesses in which each of the nuclear units
originally operated. Generation initially recognizes an ARO at fair value and
subsequently adjusts it for changes to estimated costs, timing of future cash
flows and modifications to decommissioning assumptions. The ARO is not required
or permitted to be re-measured for changes in the CARFR that occur in isolation.
Increases in the ARO as a result of upward revisions in estimated undiscounted
cash flows are considered new obligations and are measured using a current CARFR
as the increase creates a new cost layer within the ARO. Any decrease in the
estimated undiscounted future cash flows relating to the ARO are treated as a
modification of an existing ARO cost layer and, therefore, is measured using the
average historical CARFR rates used in creating the initial ARO cost layers. If
Generation's future nominal cash flows associated with the ARO were to be
discounted at current prevailing CARFR, the obligation would increase from
approximately $11.9 billion to approximately $15.0 billion.
The following table illustrates the significant impact that changes in the
CARFR, when combined with changes in projected amounts and expected timing of
cash flows, can have on the valuation of the ARO (dollars in millions):
                                                                      

(Decrease) Increase


                                                                      to ARO at December
Change in the CARFR applied to the annual ARO update                       31, 2020
2019 CARFR rather than the 2020 CARFR                                $      

(370)


2020 CARFR increased by 50 basis points                                     

(390)


2020 CARFR decreased by 50 basis points                                     

490




ARO Sensitivities. Changes in the assumptions underlying the ARO could
materially affect the decommissioning obligation. The impact to the ARO of a
change in any one of these assumptions is highly dependent on how the other
assumptions may correspondingly change.
The following table illustrates the effects of changing certain ARO assumptions
while holding all other assumptions constant (dollars in millions):
                                                                           Increase to ARO at
Change in ARO Assumption                                                    December 31, 2020
Cost escalation studies
Uniform increase in escalation rates of 50 basis points                 $                2,560

Probabilistic cash flow models Increase the estimated costs to decommission the nuclear plants by 10 percent

                                                                                  1,050

Increase the likelihood of the DECON scenario by 10 percent and decrease the likelihood of the SAFSTOR scenario by 10 percent(a)

                           610

Shorten each unit's probability weighted operating life assumption by 10 percent(b)

                                                                            1,690
Extend the estimated date for DOE acceptance of SNF to 2040                                280


__________

(a)Excludes any sites in which management has committed to a specific decommissioning approach. (b)Excludes any retired sites.


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See Note 1 - Significant Accounting Policies, Note 7 - Early Plant Retirements
and Note 10 - Asset Retirement Obligations of the Combined Notes to Consolidated
Financial Statements for additional information regarding accounting for nuclear
AROs.
Goodwill (Exelon, ComEd, and PHI)
As of December 31, 2020, Exelon's $6.7 billion carrying amount of goodwill
consists primarily of $2.6 billion at ComEd and $4 billion at PHI. These
entities are required to perform an assessment for possible impairment of their
goodwill at least annually or more frequently if an event occurs or
circumstances change that would more likely than not reduce the fair value of
the reporting units below their carrying amount. A reporting unit is an
operating segment or one level below an operating segment (known as a component)
and is the level at which goodwill is assessed for impairment. ComEd has a
single operating segment and reporting unit. PHI's operating segments and
reporting units are Pepco, DPL, and ACE. See Note 5 - Segment Information of the
Combined Notes to Consolidated Financial Statements for additional information.
Exelon's and ComEd's goodwill has been assigned entirely to the ComEd reporting
unit. Exelon's and PHI's goodwill has been assigned to the Pepco, DPL, and ACE
reporting units in the amounts of $2.1 billion, $1.4 billion, and $0.5 billion,
respectively. See Note 13 - Intangible Assets of the Combined Notes to
Consolidated Financial Statements for additional information.
Entities assessing goodwill for impairment have the option of first performing a
qualitative assessment to determine whether a quantitative assessment is
necessary. As part of the qualitative assessments, Exelon, ComEd, and PHI
evaluate, among other things, management's best estimate of projected operating
and capital cash flows for their businesses, outcomes of recent regulatory
proceedings, changes in certain market conditions, including the discount rate
and regulated utility peer EBITDA multiples, and the passing margin from their
last quantitative assessments performed.
Application of the goodwill impairment assessment requires management judgment,
including the identification of reporting units and determining the fair value
of the reporting unit, which management estimates using a weighted combination
of a discounted cash flow analysis and a market multiples analysis. Significant
assumptions used in these fair value analyses include discount and growth rates,
utility sector market performance and transactions, and projected operating and
capital cash flows for ComEd's, Pepco's, DPL's, and ACE's businesses and the
fair value of debt.
While the 2020 annual assessments indicated no impairments, certain assumptions
used in the assessment are highly sensitive to changes. Adverse regulatory
actions or changes in significant assumptions could potentially result in future
impairments of Exelon's, ComEd's, or PHI's goodwill, which could be material.
See Note 1 - Significant Accounting Policies and Note 13 - Intangible Assets of
the Combined Notes to Consolidated Financial Statements for additional
information.
Unamortized Energy Contract Assets and Liabilities (Exelon, Generation, and PHI)
Unamortized energy contract assets and liabilities represent the remaining
unamortized balances of non-derivative energy contracts that Generation has
acquired and the electricity contracts Exelon acquired as part of the PHI
merger. The initial amount recorded represents the fair value of the contracts
at the time of acquisition. At Exelon and PHI, offsetting regulatory assets or
liabilities were also recorded for those energy contract costs that are probable
of recovery or refund through customer rates. The unamortized energy contract
assets and liabilities and any corresponding regulatory assets or liabilities,
respectively, are amortized over the life of the contract in relation to the
expected realization of the underlying cash flows. Amortization of the
unamortized energy contract assets and liabilities is recorded through purchased
power and fuel expense or operating revenues, depending on the nature of the
underlying contract. See Note 3 - Regulatory Matters and Note 13 - Intangible
Assets of the Combined Notes to Consolidated Financial Statements for additional
information.
Impairment of Long-Lived Assets (All Registrants)
All Registrants regularly monitor and evaluate the carrying value of long-lived
assets and asset groups for recoverability whenever events or changes in
circumstances indicate that the carrying value of those assets may not be
recoverable. Indicators of potential impairment may include a deteriorating
business climate, including, but not limited to, declines in energy prices,
condition of the asset, an asset remaining idle for more than a short period of
time, specific regulatory disallowance, advances in technology, plans to dispose
of a long-lived asset
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significantly before the end of its useful life, and financial distress of a
third party for assets contracted with them on a long-term basis, among others.
The review of long-lived assets and asset groups for impairment utilizes
significant assumptions about operating strategies and estimates of future cash
flows, which require assessments of current and projected market conditions. For
the generation business, forecasting future cash flows requires assumptions
regarding forecasted commodity prices for the sale of power and purchases of
fuel and the expected operations of assets. A variation in the assumptions used
could lead to a different conclusion regarding the recoverability of an asset or
asset group and, thus, could potentially result in material future impairments.
An impairment evaluation is based on an undiscounted cash flow analysis at the
lowest level at which cash flows of the long-lived assets or asset groups are
largely independent of the cash flows of other assets and liabilities. For the
generation business, the lowest level of independent cash flows is determined by
the evaluation of several factors, including the geographic dispatch of the
generation units and the hedging strategies related to those units as well as
the associated intangible assets or liabilities recorded on the balance sheet.
The cash flows from the generating units are generally evaluated at a regional
portfolio level with cash flows generated from the customer supply and risk
management activities, including cash flows from related intangible assets and
liabilities on the balance sheet. In certain cases, generating assets may be
evaluated on an individual basis where those assets are contracted on a
long-term basis with a third party and operations are independent of other
generating assets (typically contracted renewables). For such assets the
financial viability of the third party, including the impact of bankruptcy on
the contract, may be a significant assumption in the assessment.
On a quarterly basis, Generation assesses its long-lived assets or asset groups
for indicators of impairment. If indicators are present for a long-lived asset
or asset group, a comparison of the undiscounted expected future cash flows to
the carrying value is performed. When the undiscounted cash flow analysis
indicates the carrying value of a long-lived asset or asset group is not
recoverable, the amount of the impairment loss is determined by measuring the
excess of the carrying amount of the long-lived asset or asset group over its
fair value. The fair value of the long-lived asset or asset group is dependent
upon a market participant's view of the exit price of the assets. This includes
significant assumptions of the estimated future cash flows generated by the
assets and market discount rates. Events and circumstances often do not occur as
expected resulting in differences between prospective financial information and
actual results, which may be material. The determination of fair value is driven
by both internal assumptions that include significant unobservable inputs (Level
3) such as revenue and generation forecasts, projected capital, and maintenance
expenditures and discount rates, as well as information from various public,
financial and industry sources.
See Note 12 - Asset Impairments of the Combined Notes to Consolidated Financial
Statements for a discussion of asset impairment assessments.
Depreciable Lives of Property, Plant, and Equipment (All Registrants)
The Registrants have significant investments in electric generation assets and
electric and natural gas transmission and distribution assets. These assets are
generally depreciated on a straight-line basis, using the group, composite, or
unitary methods of depreciation. The group approach is typically for groups of
similar assets that have approximately the same useful lives and the composite
approach is used for heterogeneous assets that have different lives. Under both
methods, a reporting entity depreciates the assets over the average life of the
assets in the group. The estimation of asset useful lives requires management
judgment, supported by formal depreciation studies of historical asset
retirement experience. Depreciation studies are generally completed every five
years, or more frequently if required by a rate regulator or if an event,
regulatory action, or change in retirement patterns indicate an update is
necessary.
For the Utility Registrants, depreciation studies generally serve as the basis
for amounts allowed in customer rates for recovery of depreciation costs.
Generally, the Utility Registrants adjust their depreciation rates for financial
reporting purposes concurrent with adjustments to depreciation rates reflected
in customer rates, unless the depreciation rates reflected in customer rates do
not align with management's judgment as to an appropriate estimated useful life
or have not been updated on a timely basis. Depreciation expense and customer
rates for ComEd, BGE, Pepco, DPL, and ACE include an estimate of the future
costs of dismantling and removing plant from service upon retirement. See Note 3
- Regulatory Matters of the Combined Notes to the Consolidated Financial
Statements for information regarding regulatory liabilities and assets recorded
by ComEd, BGE, Pepco, DPL, and ACE related to removal costs.
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PECO's removal costs are capitalized to accumulated depreciation when incurred,
and recorded to depreciation expense over the life of the new asset constructed
consistent with PECO's regulatory recovery method. Estimates for such removal
costs are also evaluated in the periodic depreciation studies.
At Generation, along with depreciation study results, management considers
expected future energy market conditions and generation plant operating costs
and capital investment requirements in determining the estimated service lives
of its generating facilities and reassesses the reasonableness of estimated
useful lives whenever events or changes in circumstances warrant. When a
determination has been made that an asset will be retired before the end of its
current estimated useful life, depreciation provisions will be accelerated to
reflect the shortened estimated useful life, which could have a material
unfavorable impact on Exelon's and Generation's future results of operations.
See Note 7 - Early Plant Retirements of the Combined Notes to the Consolidated
Financial Statements for additional information.
Changes in estimated useful lives of electric generation assets and of electric
and natural gas transmission and distribution assets could have a significant
impact on the Registrants' future results of operations. See Note 1 -
Significant Accounting Policies of the Combined Notes to Consolidated Financial
Statements for information regarding depreciation and estimated service lives of
the property, plant, and equipment of the Registrants.
Defined Benefit Pension and Other Postretirement Employee Benefits (All
Registrants)
Exelon sponsors defined benefit pension plans and OPEB plans for substantially
all current employees. The measurement of the plan obligations and costs of
providing benefits involves various factors, including the development of
valuation assumptions and inputs and accounting policy elections. When
developing the required assumptions, Exelon considers historical information as
well as future expectations. The measurement of benefit obligations and costs is
affected by several assumptions including the discount rate, the long-term
expected rate of return on plan assets, the anticipated rate of increase of
health care costs, Exelon's contributions, the rate of compensation increases,
and the long-term expected investment rate credited to employees of certain
plans, among others. The assumptions are updated annually and upon any interim
remeasurement of the plan obligations.
Pension and OPEB plan assets include equity securities, including U.S. and
international securities, and fixed income securities, as well as certain
alternative investment classes such as real estate, private equity, and hedge
funds.
Expected Rate of Return on Plan Assets. In determining the EROA, Exelon
considers historical economic indicators (including inflation and GDP growth)
that impact asset returns, as well as expectation regarding future long-term
capital market performance, weighted by Exelon's target asset class allocations.
Exelon calculates the amount of expected return on pension and OPEB plan assets
by multiplying the EROA by the MRV of plan assets at the beginning of the year,
taking into consideration anticipated contributions and benefit payments to be
made during the year. In determining MRV, the authoritative guidance for
pensions and postretirement benefits allows the use of either fair value or a
calculated value that recognizes changes in fair value in a systematic and
rational manner over not more than five years. For the majority of pension plan
assets, Exelon uses a calculated value that adjusts for 20% of the difference
between fair value and expected MRV of plan assets. Use of this calculated value
approach enables less volatile expected asset returns to be recognized as a
component of pension cost from year to year. For OPEB plan assets and certain
pension plan assets, Exelon uses fair value to calculate the MRV.
Discount Rate. The discount rates are determined by developing a spot rate curve
based on the yield to maturity of a universe of high-quality non-callable (or
callable with make whole provisions) bonds with similar maturities to the
related pension and OPEB obligations. The spot rates are used to discount the
estimated future benefit distribution amounts under the pension and OPEB plans.
The discount rate is the single level rate that produces the same result as the
spot rate curve. Exelon utilizes an analytical tool developed by its actuaries
to determine the discount rates.
Mortality. The mortality assumption is composed of a base table that represents
the current expectation of life expectancy of the population adjusted by an
improvement scale that attempts to anticipate future improvements in life
expectancy. Exelon's mortality assumption utilizes the SOA 2019 base table
(Pri-2012) and MP-2020 improvement scale adjusted to use Proxy SSA ultimate
improvement rates.
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Sensitivity to Changes in Key Assumptions. The following tables illustrate the
effects of changing certain of the actuarial assumptions discussed above, while
holding all other assumptions constant (dollars in millions):
                                        Actual Assumption
                                                                              Change in
Actuarial Assumption              Pension                 OPEB               Assumption             Pension            OPEB             Total
Change in 2020 cost:
Discount rate(a)                   3.34%                  3.31%                 0.5%              $    (52)         $   (14)         $    (66)
                                   3.34%                  3.31%                (0.5)%                   70               15                85
EROA                               7.00%                  6.69%                 0.5%                   (91)             (12)             (103)
                                   7.00%                  6.69%                (0.5)%                   91               12               103
Change in benefit obligation
at December 31, 2020:
Discount rate(a)                   2.58%                  2.51%                 0.5%                (1,410)            (268)           (1,678)
                                   2.58%                  2.51%                (0.5)%                1,631              309             1,940


__________
(a)In general, the discount rate will have a larger impact on the pension and
OPEB cost and obligation as the rate moves closer to 0%. Therefore, the discount
rate sensitivities above cannot necessarily be extrapolated for larger increases
or decreases in the discount rate. Additionally, Exelon utilizes a
liability-driven investment strategy for its pension asset portfolio. The
sensitivities shown above do not reflect the offsetting impact that changes in
discount rates may have on pension asset returns.
See Note 1 - Significant Accounting Policies and Note 15 - Retirement Benefits
of the Combined Notes to Consolidated Financial Statements for additional
information regarding the accounting for the defined benefit pension plans and
OPEB plans.
Regulatory Accounting (Exelon and Utility Registrants)
For their regulated electric and gas operations, Exelon and the Utility
Registrants reflect the effects of cost-based rate regulation in their financial
statements, which is required for entities with regulated operations that meet
the following criteria: (1) rates are established or approved by a third-party
regulator; (2) rates are designed to recover the entities' cost of providing
services or products; and (3) a reasonable expectation that rates designed to
recover costs can be charged to and collected from customers. Regulatory assets
represent incurred costs that have been deferred because of their probable
future recovery from customers through regulated rates. Regulatory liabilities
represent (1) revenue or gains that have been deferred because it is probable
such amounts will be returned to customers through future regulated rates; or
(2) billings in advance of expenditures for approved regulatory programs. If it
is concluded in a future period that a separable portion of operations no longer
meets the criteria discussed above, Exelon and the Utility Registrants would be
required to eliminate any associated regulatory assets and liabilities and the
impact, which could be material, would be recognized in the Consolidated
Statements of Operations and Comprehensive Income.
The following table illustrates the gains (losses) that could result from the
elimination of regulatory assets and liabilities and charges against OCI
(dollars in millions before taxes) related to deferred costs associated with
Exelon's pension and OPEB plans that are recorded as regulatory assets in
Exelon's Consolidated Balance Sheets:
      December 31, 2020        Exelon        ComEd        PECO        BGE        PHI        Pepco       DPL        ACE
      Gain (loss)             $    79      $ 4,664      $ (177)     $ 490      $ (798)     $ (94)     $ 260      $ (152)
      Charge against OCI(a)   $ 3,984      $     -      $    -      $   -      $    -      $   -      $   -      $    -

___________


(a)Exelon's charge against OCI (before taxes) consists of up to $2.7 billion,
$481 million, $193 million, $387 million, $188 million, and $91 million related
to ComEd's, BGE's, PHI's, Pepco's, DPL's, and ACE's respective portions of the
deferred costs associated with Exelon's pension and OPEB plans. Exelon also has
a net regulatory liability of $(36) million (before taxes) related to PECO's
portion of the deferred costs associated with Exelon's OPEB plans that would
result in an increase in OCI if reversed.
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See Note 3 - Regulatory Matters of the Combined Notes to Consolidated Financial
Statements for additional information regarding regulatory matters, including
the regulatory assets and liabilities tables of Exelon and the Utility
Registrants.
For each regulatory jurisdiction in which they conduct business, Exelon and the
Utility Registrants assess whether the regulatory assets and liabilities
continue to meet the criteria for probable future recovery or refund at each
balance sheet date and when regulatory events occur. This assessment includes
consideration of recent rate orders, historical regulatory treatment for similar
costs in each Registrant's jurisdictions, and factors such as changes in
applicable regulatory and political environments. If the assessments and
estimates made by Exelon and the Utility Registrants for regulatory assets and
regulatory liabilities are ultimately different than actual regulatory outcomes,
the impact in their consolidated financial statements could be material.
Refer to the revenue recognition discussion below for additional information on
the annual revenue reconciliations associated with ICC-approved electric
distribution and energy efficiency formula rates for ComEd, and FERC
transmission formula rate tariffs for the Utility Registrants.
Accounting for Derivative Instruments (All Registrants)
The Registrants use derivative instruments to manage commodity price risk,
foreign currency exchange risk, and interest rate risk related to ongoing
business operations. The Registrants' derivative activities are in accordance
with Exelon's Risk Management Policy (RMP). See Note 16 - Derivative Financial
Instruments of the Combined Notes to Consolidated Financial Statements for
additional information.
The Registrants account for derivative financial instruments under the
applicable authoritative guidance. Determining whether a contract qualifies as a
derivative requires that management exercise significant judgment, including
assessing market liquidity as well as determining whether a contract has one or
more underlyings and one or more notional quantities. Changes in management's
assessment of contracts and the liquidity of their markets, and changes in
authoritative guidance, could result in previously excluded contracts becoming
in scope of new authoritative guidance.
All derivatives are recognized on the balance sheet at their fair value, except
for certain derivatives that qualify for, and are elected under, NPNS.
Derivatives entered into for economic hedging and for proprietary trading
purposes are recorded at fair value through earnings. For economic hedges that
are not designated for hedge accounting for the Utility Registrants, changes in
the fair value each period are generally recorded with a corresponding
offsetting regulatory asset or liability given likelihood of recovering the
associated costs through customer rates.
NPNS. As part of Generation's energy marketing business, Generation enters into
contracts to buy and sell energy to meet the requirements of its customers.
These contracts include short-term and long-term commitments to purchase and
sell energy and energy-related products in the retail and wholesale markets with
the intent and ability to deliver or take delivery. While some of these
contracts are considered derivative financial instruments under the
authoritative guidance, certain of these qualifying transactions have been
designated by Generation as NPNS transactions, which are thus not required to be
recorded at fair value, but rather on an accrual basis of accounting.
Determining whether a contract qualifies for the NPNS requires judgment on
whether the contract will physically deliver and requires that management ensure
compliance with all of the associated qualification and documentation
requirements. Revenues and expenses on contracts that qualify as NPNS are
recognized when the underlying physical transaction is completed. Contracts that
qualify for the NPNS are those for which physical delivery is probable,
quantities are expected to be used or sold in the normal course of business over
a reasonable period of time, and the contract is not financially settled on a
net basis. The contracts that ComEd has entered into with suppliers as part of
ComEd's energy procurement process, PECO's full requirement contracts under the
PAPUC-approved DSP program, most of PECO's natural gas supply agreements, all of
BGE's full requirement contracts and natural gas supply agreements that are
derivatives, and certain Pepco, DPL, and ACE full requirement contracts qualify
for and are accounted for under the NPNS.
Commodity Contracts. Identification of a commodity contract as an economic hedge
requires Generation to determine that the contract is in accordance with the
RMP. Generation reassesses its economic hedges on a regular basis to determine
if they continue to be within the guidelines of the RMP.
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As a part of the authoritative guidance, the Registrants make estimates and
assumptions concerning future commodity prices, load requirements, interest
rates, the timing of future transactions and their probable cash flows, the fair
value of contracts and the expected changes in the fair value in deciding
whether or not to enter into derivative transactions, and in determining the
initial accounting treatment for derivative transactions. Under the
authoritative guidance for fair value measurements, the Registrants categorize
these derivatives under a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value.
Derivative contracts are traded in both exchange-based and non-exchange-based
markets. Exchange-based derivatives that are valued using unadjusted quoted
prices in active markets are generally categorized in Level 1 in the fair value
hierarchy.
Certain derivatives' pricing is verified using indicative price quotations
available through brokers or over-the-counter, on-line exchanges. The price
quotations reflect the average of the bid-ask mid-point from markets that the
Registrants believe provide the most liquid market for the commodity. The price
quotations are reviewed and corroborated to ensure the prices are observable and
representative of an orderly transaction between market participants. The
Registrant's derivatives are traded predominately at liquid trading points. The
remaining derivative contracts are valued using models that consider inputs such
as contract terms, including maturity, and market parameters, and assumptions of
the future prices of energy, interest rates, volatility, credit worthiness, and
credit spread. For derivatives that trade in liquid markets, such as generic
forwards, swaps, and options, the model inputs are generally observable. Such
instruments are categorized in Level 2.
For derivatives that trade in less liquid markets with limited pricing
information, the model inputs generally would include both observable and
unobservable inputs and are categorized in Level 3.
The Registrants consider nonperformance risk, including credit risk in the
valuation of derivative contracts, including both historical and current market
data in its assessment of nonperformance risk, including credit risk. The
impacts of nonperformance and credit risk to date have generally not been
material to the financial statements.
See ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK and Note
18 - Fair Value of Financial Assets and Liabilities and Note 16 - Derivative
Financial Instruments of the Combined Notes to Consolidated Financial Statements
for additional information regarding the Registrants' derivative instruments.
Taxation (All Registrants)
Significant management judgment is required in determining the Registrants'
provisions for income taxes, primarily due to the uncertainty related to tax
positions taken, as well as deferred tax assets and liabilities and valuation
allowances. The Registrants account for uncertain income tax positions using a
benefit recognition model with a two-step approach including a
more-likely-than-not recognition threshold and a measurement approach based on
the largest amount of tax benefit that is greater than 50% likely of being
realized upon ultimate settlement. Management evaluates each position based
solely on the technical merits and facts and circumstances of the position,
assuming the position will be examined by a taxing authority having full
knowledge of all relevant information. Significant judgment is required to
determine whether the recognition threshold has been met and, if so, the
appropriate amount of tax benefits to be recorded in the Registrants'
consolidated financial statements.
The Registrants evaluate quarterly the probability of realizing deferred tax
assets by reviewing a forecast of future taxable income and their intent and
ability to implement tax planning strategies, if necessary, to realize deferred
tax assets. The Registrants also assess negative evidence, such as the
expiration of historical operating loss or tax credit carryforwards, that could
indicate the Registrant's inability to realize its deferred tax assets. Based on
the combined assessment, the Registrants record valuation allowances for
deferred tax assets when it is more-likely-than-not such benefit will not be
realized in future periods.
Actual income taxes could vary from estimated amounts due to the future impacts
of various items, including future changes in income tax laws, the Registrants'
forecasted financial condition and results of operations, failure to
successfully implement tax planning strategies, as well as results of audits and
examinations of filed tax returns by taxing authorities. See Note 14 - Income
Taxes of the Combined Notes to Consolidated Financial Statements for additional
information.
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Accounting for Loss Contingencies (All Registrants)
In the preparation of their financial statements, the Registrants make judgments
regarding the future outcome of contingent events and record liabilities for
loss contingencies that are probable and can be reasonably estimated based upon
available information. The amount recorded may differ from the actual expense
incurred when the uncertainty is resolved. Such difference could have a
significant impact in the Registrants' consolidated financial statements.
Environmental Costs. Environmental investigation and remediation liabilities are
based upon estimates with respect to the number of sites for which the
Registrants will be responsible, the scope and cost of work to be performed at
each site, the portion of costs that will be shared with other parties, the
timing of the remediation work and changes in technology, regulations, and the
requirements of local governmental authorities. Annual studies and/or reviews
are conducted at ComEd, PECO, BGE, and DPL to determine future remediation
requirements for MGP sites and estimates are adjusted accordingly. In addition,
periodic reviews are performed at each of the Registrants to assess the adequacy
of other environmental reserves. These matters, if resolved in a manner
different from the estimate, could have a significant impact in the Registrants'
consolidated financial statements. See Note 19 - Commitments and Contingencies
of the Combined Notes to Consolidated Financial Statements for additional
information.
Other, Including Personal Injury Claims. The Registrants are self-insured for
general liability, automotive liability, workers' compensation, and personal
injury claims to the extent that losses are within policy deductibles or exceed
the amount of insurance maintained. The Registrants have reserves for both open
claims asserted and an estimate of claims incurred but not reported (IBNR). The
IBNR reserve is estimated based on actuarial assumptions and analysis and is
updated annually. Future events, such as the number of new claims to be filed
each year, the average cost of disposing of claims, as well as the numerous
uncertainties surrounding litigation and possible state and national legislative
measures could cause the actual costs to be higher or lower than estimated.
Accordingly, these claims, if resolved in a manner different from the estimate,
could have a material impact in the Registrants' consolidated financial
statements.

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Revenue Recognition (All Registrants)
Sources of Revenue and Determination of Accounting Treatment. The Registrants
earn revenues from various business activities including: the sale of power and
energy-related products, such as natural gas, capacity, and other commodities in
non-regulated markets (wholesale and retail); the sale and delivery of power and
natural gas in regulated markets; and the provision of other energy-related
non-regulated products and services.
The accounting treatment for revenue recognition is based on the nature of the
underlying transaction and applicable authoritative guidance. The Registrants
primarily apply the Revenue from Contracts with Customers, Derivative and ARP
guidance to recognize revenue as discussed in more detail below.
Revenue from Contracts with Customers. The Registrants recognize revenues in the
period in which the performance obligations within contracts with customers are
satisfied, which generally occurs when power, natural gas, and other
energy-related commodities are physically delivered to the customer.
Transactions of the Registrants within the scope of Revenue from Contracts with
Customers generally include non-derivative agreements, contracts that are
designated as NPNS, sales to utility customers under regulated service tariffs,
and spot-market energy commodity sales, including settlements with ISOs.
The determination of Generation's and the Utility Registrants' retail power and
natural gas sales to individual customers is based on systematic readings of
customer meters, generally on a monthly basis. At the end of each month, amounts
of energy delivered to customers since the date of the last meter reading are
estimated, and corresponding unbilled revenue is recorded. The measurement of
unbilled revenue is affected by the following factors: daily customer usage
measured by generation or gas throughput volume, customer usage by class, losses
of energy during delivery to customers and applicable customer rates. Increases
or decreases in volumes delivered to the utilities' customers and favorable or
unfavorable rate mix due to changes in usage patterns in customer classes in the
period could be significant to the calculation of unbilled revenue. In addition,
revenues may fluctuate monthly as a result of customers electing to use an
alternate supplier, since unbilled commodity revenues are not recorded for these
customers. Changes in the timing of meter reading schedules and the number and
type of customers scheduled for each meter reading date also impact the
measurement of unbilled revenue; however, total operating revenues would remain
materially unchanged. See Note 1 - Significant Accounting Policies of the
Combined Notes to Consolidated Financial Statements for additional information.
Derivative Revenues. The Registrants record revenues and expenses using the
mark-to-market method of accounting for transactions that are accounted for as
derivatives. These derivative transactions primarily relate to commodity price
risk management activities. Mark-to-market revenues and expenses include:
inception gains or losses on new transactions where the fair value is
observable, unrealized gains and losses from changes in the fair value of open
contracts, and realized gains and losses.
Alternative Revenue Program Accounting. Certain of the Utility Registrants'
ratemaking mechanisms qualify as ARPs if they (i) are established by a
regulatory order and allow for automatic adjustment to future rates, (ii)
provide for additional revenues (above those amounts currently reflected in the
price of utility service) that are objectively determinable and probable of
recovery, and (iii) allow for the collection of those additional revenues within
24 months following the end of the period in which they were recognized. For
mechanisms that meet these criteria, which include the Utility Registrants'
formula rate mechanisms and revenue decoupling mechanisms, the Utility
Registrants adjust revenue and record an offsetting regulatory asset or
liability once the condition or event allowing additional billing or refund has
occurred. The ARP revenues presented in the Utility Registrants' Consolidated
Statements of Operations and Comprehensive Income include both: (i) the
recognition of "originating" ARP revenues (when the regulator-specified
condition or event allowing for additional billing or refund has occurred) and
(ii) an equal and offsetting reversal of the "originating" ARP revenues as those
amounts are reflected in the price of utility service and recognized as Revenue
from Contracts with Customers.
ComEd records ARP revenue for its best estimate of the electric distribution,
energy efficiency, distributed generation rebates, and transmission revenue
impacts resulting from future changes in rates that ComEd believes are probable
of approval by the ICC and FERC in accordance with its formula rate mechanisms.
BGE, Pepco, and DPL record ARP revenue for their best estimate of the electric
and natural gas distribution revenue impacts resulting from future changes in
rates that they believe are probable of approval by the MDPSC and/or DCPSC in
accordance with their revenue decoupling mechanisms. PECO, BGE, Pepco, DPL, and
ACE record ARP revenue for their best estimate of the transmission revenue
impacts resulting from future changes in rates
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that they believe are probable of approval by FERC in accordance with their
formula rate mechanisms. Estimates of the current year revenue requirement are
based on actual and/or forecasted costs and investments in rate base for the
period and the rates of return on common equity and associated regulatory
capital structure allowed under the applicable tariff. The estimated
reconciliation can be affected by, among other things, variances in costs
incurred, investments made, allowed ROE, and actions by regulators or courts.
See Note 3 - Regulatory Matters of the Combined Notes to Consolidated Financial
Statements for additional information.
Allowance for Credit Losses on Customer Accounts Receivable (Utility
Registrants)
Utility Registrants estimate the allowance for credit losses on customer
receivables by applying loss rates developed specifically for each company based
on historical loss experience, current conditions, and forward-looking risk
factors to the outstanding receivable balance by customer risk segment. Risk
segments represent a group of customers with similar forward-looking credit
quality indicators and risk factors that are comprised based on various
attributes, including delinquency of their balances and payment history and
represent expected, future customer behavior. Loss rates applied to the accounts
receivable balances are based on a historical average of charge-offs as a
percentage of accounts receivable in each risk segment. The Utility Registrants'
customer accounts are generally considered delinquent if the amount billed is
not received by the time the next bill is issued, which normally occurs on a
monthly basis. Utility Registrants' customer accounts are written off consistent
with approved regulatory requirements. Utility Registrants' allowances for
credit losses will continue to be affected by changes in volume, prices, and
economic conditions as well as changes in ICC, PAPUC, MDPSC, DCPSC, DPSC, and
NJBPU regulations.


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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.
                                                                                               (Unfavorable)
                                                          2020               2019           Favorable Variance
Operating revenues                                    $  17,603          $  18,924          $         (1,321)
Purchased power and fuel expense                          9,585             10,856                     1,271
Revenues net of purchased power
and fuel expense                                          8,018              8,068                       (50)
Other operating expenses
Operating and maintenance                                 5,168              4,718                      (450)
Depreciation and amortization                             2,123              1,535                      (588)
Taxes other than income taxes                               482                519                        37
Total other operating expenses                            7,773              6,772                    (1,001)

Gain on sales of assets and businesses                       11                 27                       (16)

Operating income                                            256              1,323                    (1,067)
Other income and (deductions)
Interest expense                                           (357)              (429)                       72
Other, net                                                  937              1,023                       (86)
Total other income and (deductions)                         580                594                       (14)
Income before income taxes                                  836              1,917                    (1,081)
Income taxes                                                249                516                       267
Equity in losses of unconsolidated affiliates                (8)              (184)                      176
Net income                                                  579              1,217                      (638)
Net (loss) income attributable to noncontrolling
interests                                                   (10)                92                      (102)

Net income attributable to membership interest $ 589 $

  1,125          $           (536)


Year Ended December 31, 2020 Compared to Year Ended December 31, 2019. Net
income attributable to membership interest decreased by $536 million primarily
due to:
•One-time charges and accelerated depreciation and amortization associated with
Generation's decisions in the third quarter of 2020 to early retire Byron and
Dresden nuclear facilities in 2021 and Mystic Units 8 and 9 in 2024, partially
offset by the absence of accelerated depreciation and amortization due to the
early retirement of TMI in September 2019;
•Impairment of the New England asset group;
•Lower capacity revenue;
•Reduction in load due to COVID-19;
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•Lower realized energy prices;
•Higher nuclear outage days;
•Impact of Generation's annual update to the nuclear ARO for Non-regulatory
Agreement Units;
•Lower net unrealized and realized gains on NDT funds;
•COVID-19 direct costs; and
The decreases were partially offset by:
•Higher mark-to-market gains;
•Unrealized gains resulting from equity investments without readily determinable
fair values that became publicly traded entities in the fourth quarter of 2020
and were fair valued based on quoted market prices of the stocks as of December
31, 2020;
•Lower operating and maintenance expense primarily due to previous cost
management programs, lower contracting costs, and lower travel costs partially
offset by lower NEIL insurance distributions;
•Lower nuclear fuel costs;
•Lower depreciation and amortization expense due to the impact of extending the
operating license at Peach Bottom;

•A tax benefit related to a settlement in the first quarter of 2020, partially offset by the absence of a tax benefit related to certain research and development activities recorded in the fourth quarter of 2019.



Revenues Net of Purchased Power and Fuel Expense. The basis for Generation's
reportable segments is the integrated management of its electricity business
that is located in different geographic regions, and largely representative of
the footprints of ISO/RTO and/or NERC regions, which utilize multiple supply
sources to provide electricity through various distribution channels (wholesale
and retail). Generation's hedging strategies and risk metrics are also aligned
with these same geographic regions. Generation's five reportable segments are
Mid-Atlantic, Midwest, New York, ERCOT, and Other Power Regions. See Note 5 -
Segment Information of the Combined Notes to Consolidated Financial Statements
for additional information on these reportable segments.
The following business activities are not allocated to a region and are reported
under Other: natural gas, as well as other miscellaneous business activities
that are not significant to overall operating revenues or results of operations.
Further, the following activities are not allocated to a region and are reported
in Other: accelerated nuclear fuel amortization associated with nuclear
decommissioning; and other miscellaneous revenues.
Generation evaluates the operating performance of electric business activities
using the measure of RNF. Operating revenues include all sales to third parties
and affiliated sales to the Utility Registrants. Purchased power costs include
all costs associated with the procurement and supply of electricity including
capacity, energy,
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and ancillary services. Fuel expense includes the fuel costs for owned
generation and fuel costs associated with tolling agreements.
For the years ended December 31, 2020 compared to 2019, RNF by region were as
follows. See Note 5 - Segment Information of the Combined Notes to the
Consolidated Financial Statements for additional information on Purchase power
and fuel expense for Generation's reportable segments.
                                                                                                    2020 vs. 2019
                                                         2020             2019             Variance              % Change
Mid-Atlantic(a)                                       $ 2,204          $ 2,655          $       (451)                (17.0) %
Midwest(b)                                              2,902            2,962                   (60)                 (2.0) %
New York                                                  997            1,094                   (97)                 (8.9) %
ERCOT                                                     426              308                   118                  38.3  %
Other Power Regions                                       665              620                    45                   7.3  %

Total electric revenues net of purchased power and fuel expense

                                            7,194            7,639                  (445)                 (5.8) %
Mark-to-market gains (losses)                             295             (215)                  510                 237.2  %
Other                                                     529              644                  (115)                (17.9) %

Total revenue net of purchased power and fuel expense $ 8,018 $ 8,068 $ (50)

                 (0.6) %


__________

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


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Generation's supply sources by region are summarized below:


                                                                     2020 vs. 2019
Supply Source (GWhs)                 2020          2019          Variance        % Change
Nuclear Generation(a)
Mid-Atlantic                        52,202        58,347            (6,145)       (10.5) %
Midwest                             96,322        94,890             1,432          1.5  %
New York                            26,561        28,088            (1,527)        (5.4) %
Total Nuclear Generation           175,085       181,325            (6,240)        (3.4) %
Fossil and Renewables
Mid-Atlantic                         2,206         2,884              (678)       (23.5) %
Midwest                              1,240         1,374              (134)        (9.8) %
New York                                 4             5                (1)       (20.0) %
ERCOT                               11,982        13,572            (1,590)       (11.7) %
Other Power Regions                 11,121        11,476              (355)        (3.1) %
Total Fossil and Renewables         26,553        29,311            (2,758)        (9.4) %
Purchased Power
Mid-Atlantic                        22,487        14,790             7,697         52.0  %
Midwest                                770         1,424              (654)       (45.9) %

ERCOT                                5,636         4,821               815         16.9  %
Other Power Regions                 51,079        48,673             2,406          4.9  %
Total Purchased Power               79,972        69,708            10,264         14.7  %
Total Supply/Sales by Region(c)
Mid-Atlantic(b)                     76,895        76,021               874          1.1  %
Midwest(b)                          98,332        97,688               644          0.7  %
New York                            26,565        28,093            (1,528)        (5.4) %
ERCOT                               17,618        18,393              (775)        (4.2) %
Other Power Regions                 62,200        60,149             2,051          3.4  %
Total Supply/Sales by Region       281,610       280,344             1,266  

0.5 %

__________


(a)Includes the proportionate share of output where Generation has an undivided
ownership interest in jointly-owned generating plants and includes the total
output of plants that are fully consolidated (e.g. CENG).
(b)Includes affiliate sales to PECO, BGE, Pepco, DPL, and ACE in the
Mid-Atlantic region and affiliate sales to ComEd in the Midwest region.
(c)Reflects a decrease in load due to COVID-19.

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For the years ended December 31, 2020 compared to 2019 changes in RNF by region
were as follows:
                                                                           2020 vs. 2019
                                            (Decrease)/Increase                             Description
Mid-Atlantic                              $                (451)        

• decreased revenue due to the permanent cease of

generation operations at TMI in the third quarter


                                                                         of 

2019

• decreased capacity revenues

• lower realized energy prices, partially offset


                                                                         by
                                                                         

• increase in newly contracted load offset by

impacts of COVID-19

• increased ZEC revenues due to the approval of


                                                                         the NJ ZEC program in the second quarter of 2019
Midwest                                                     (60)         

• decreased capacity revenues

• lower realized energy prices

• decreased load due to COVID-19 offset by an

increase in total ISO sales, partially offset by


                                                                         • decreased nuclear outage days
New York                                                    (97)         

• increased nuclear outage days

• decreased ZEC revenues due to increased outage

days

• lower realized energy prices

• decreased load due to COVID-19 offset by newly

contracted load, partially offset by


                                                                         • increased capacity revenues
ERCOT                                                       118          

• lower procurement costs for owned and

contracted assets

• higher portfolio optimization, partially offset


                                                                         by
                                                                         • lower realized energy prices
Other Power Regions                                          45          

• higher portfolio optimization

• increase in newly contracted load offset by

impacts of COVID-19, partially offset by

• decreased capacity revenues


                                                                         • lower realized energy prices
Mark-to-market(a)                                           510          

• gains on economic hedging activities of $295

million in 2020 compared to losses of $215


                                                                         million in 2019
Other                                                      (115)         

• increase in accelerated nuclear fuel

amortization associated with announced early

plant retirements • decreased revenue related to


                                                                         the energy efficiency business
Total                                     $                 (50)


__________

(a)See Note 16 - Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information on mark-to-market gains and losses.


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Nuclear Fleet Capacity Factor. The following table presents nuclear fleet
operating data for the Generation-operated plants, which reflects ownership
percentage of stations operated by Exelon, excluding Salem, which is operated by
PSEG. The nuclear fleet capacity factor presented in the table is defined as the
ratio of the actual output of a plant over a period of time to its output if the
plant had operated at full average annual mean capacity for that time period.
Generation considers capacity factor to be a useful measure to analyze the
nuclear fleet performance between periods. Generation has included the analysis
below as a complement to the financial information provided in accordance with
GAAP. However, these measures are not a presentation defined under GAAP and may
not be comparable to other companies' presentations or be more useful than the
GAAP information provided elsewhere in this report.
                                   2020        2019
Nuclear fleet capacity factor     95.4  %     95.7  %
Refueling outage days              260         209
Non-refueling outage days           19          51


The changes in Operating and maintenance expense, consisted of the following:
                                                                                  2020 vs. 2019
                                                                               Increase (Decrease)
Asset Impairments                                                            $                499
ARO update                                                                                    125

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


                   60
Insurance                                                                                      52
COVID-19 direct costs                                                                          46
Litigation settlements                                                                         26
Change in environmental liabilities                                                            18
Credit loss expense(a)                                                                         16
Accretion expense                                                                              14
Plant retirements and divestitures                                                             (8)
Pension and non-pension postretirement benefits expense                                       (19)
Corporate allocations                                                                         (35)
Travel costs                                                                                  (38)
Other                                                                                         (71)
Labor, other benefits, contracting, and materials(b)                                         (235)
Total increase                                                               $                450


__________
(a)Increased credit loss expense including impacts from COVID-19.
(b)Primarily reflects decreased costs related to the permanent cease of
generation operations at TMI, lower labor costs resulting from previous cost
management programs, and decreased contracting costs.
Depreciation and amortization expense for the year ended December 31, 2020
compared to the same period in 2019 increased primarily due to the accelerated
depreciation and amortization associated with Generation's decision to early
retire the Byron and Dresden nuclear facilities, partially offset by the
permanent cease of generation operations at TMI.
Taxes other than income taxes for the year ended December 31, 2020 compared to
the same period in 2019 decreased primarily due to decreased sales and power
usage.
Gain on sales of assets and businesses for the year ended December 31, 2020
compared to the same period in 2019 decreased primarily due to Generation's gain
on sale of certain wind assets in 2019 partially offset by the loss on sale of
Oyster Creek.
Other, net for the year ended December 31, 2020 compared to the same period in
2019 decreased due to activity associated with NDT funds as described in the
table below.
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                                                    2020        2019
Net unrealized gains on NDT funds(a)               $ 391      $   411
Net realized gains on sale of NDT funds(a)            70          253

Interest and dividend income on NDT funds(a) 90 110 Contractual elimination of income tax expense(b) 180 216 Unrealized gains from equity investments(c) 186

            -
Other                                                 20           33
Total other, net                                   $ 937      $ 1,023


__________
(a)Unrealized gains, realized gains, and interest and dividend income on the NDT
funds are associated with the Non-Regulatory Agreement Units.
(b)Contractual elimination of income tax expense is associated with the income
taxes on the NDT funds of the Regulatory Agreement Units.
(c)Unrealized gains resulting from equity investments without readily
determinable fair values that became publicly traded entities in the fourth
quarter of 2020 and were fair valued based on quoted market prices of the stocks
as of December 31, 2020.
Interest Expense for the year ended December 31, 2020 compared to the same
period in 2019 decreased primarily due to the redemption of long-term debt in
2020.
Effective income tax rates were 29.8% and 26.9% for the years ended December 31,
2020 and 2019, respectively. The change in 2020 is primarily related to one-time
income tax settlements partially offset by the absence of research and
development refund claims. See Note 14 - Income Taxes of the Combined Notes to
Consolidated Financial Statements for additional information.
Equity in losses of unconsolidated affiliates for the year ended December 31,
2020 compared to the same period in 2019 increased primarily due to the
impairment of equity method investments in certain distributed energy companies
in the third quarter of 2019.
Net income attributable to noncontrolling interests for the year ended
December 31, 2020 compared to the same period in 2019 decreased primarily due to
lower unrealized losses on NDT fund investments for CENG.

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                                                                           ComEd

Results of Operations-ComEd
                                                                                                     Favorable
                                                                                                   (Unfavorable)
                                                              2020               2019                 Variance
Operating revenues                                        $   5,904          $   5,747          $             157

Operating expenses
Purchased power expense                                       1,998              1,941                        (57)
Operating and maintenance                                     1,520              1,305                       (215)
Depreciation and amortization                                 1,133              1,033                       (100)
Taxes other than income taxes                                   299                301                          2
Total operating expenses                                      4,950              4,580                       (370)
Gain on sales of assets                                           -                  4                         (4)
Operating income                                                954              1,171                       (217)
Other income and (deductions)
Interest expense, net                                          (382)              (359)                       (23)
Other, net                                                       43                 39                          4
Total other income and (deductions)                            (339)              (320)                       (19)
Income before income taxes                                      615                851                       (236)
Income taxes                                                    177                163                        (14)
Net income                                                $     438          $     688          $            (250)


Year Ended December 31, 2020 Compared to Year Ended December 31, 2019. Net
income decreased by $250 million primarily due to payments that ComEd made under
the Deferred Prosecution Agreement, an impairment charge resulting from
acquisition of transmission assets, and lower allowed electric distribution ROE
due to a decrease in treasury rates, partially offset by higher electric
distribution formula rate earnings (reflecting the impacts of higher rate base).
See Note 19 - Commitments and Contingencies of the Combined Notes to
Consolidated Financial Statements for additional information related to the
Deferred Prosecution Agreement.
The changes in Operating revenues consisted of the following:
                                                    2020 vs. 2019
                                                       Increase
                  Energy efficiency                $           37
                  Electric distribution                        36
                  Transmission                                  2
                  Other                                          29
                                                              104
                  Regulatory required programs                   53
                  Total increase                   $          157


Revenue Decoupling. The demand for electricity is affected by weather and customer usage. Operating revenues are not impacted by abnormal weather, usage per customer, or number of customers as a result of revenue decoupling mechanisms implemented pursuant to FEJA.


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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 for the year ended
December 31, 2020, as compared to the same period in 2019, primarily due to
increased regulatory asset amortization which is fully recoverable. See
Depreciation and amortization expense discussions below and Note 3 - Regulatory
Matters of the Combined Notes to Consolidated Financial Statements for
additional information.
Distribution Revenue. EIMA and FEJA provide for a performance-based formula
rate, which requires an annual reconciliation of the revenue requirement in
effect to the actual costs that the ICC determines are prudently and reasonably
incurred in a given year. Electric distribution revenue varies from year to year
based upon fluctuations in the underlying costs (e.g., severe weather and storm
restoration), investments being recovered, and allowed ROE. During the year
ended December 31, 2020, as compared to the same period in 2019, electric
distribution revenue increased due to the impact of higher rate base and higher
fully recoverable costs, offset by lower allowed ROE due to a decrease in
treasury rates. See Note 3 - Regulatory Matters of the Combined Notes to
Consolidated Financial Statements for additional information.
Transmission Revenue. Under a FERC-approved formula, transmission revenue varies
from year to year based upon fluctuations in the underlying costs, capital
investments being recovered, and the highest daily peak load, which is updated
annually in January based on the prior calendar year. Generally,
increases/decreases in the highest daily peak load will result in higher/lower
transmission revenue. During the year ended December 31, 2020, as compared to
the same period in 2019, transmission revenues remained relatively consistent.
See Note 3 - Regulatory Matters of the Combined Notes to Consolidated Financial
Statements for additional information.
Other Revenue primarily includes assistance provided to other utilities through
mutual assistance programs. The increase in Other revenue for the year ended
December 31, 2020, as compared to the same period in 2019, primarily reflects
mutual assistance revenues associated with storm restoration efforts.
Regulatory Required Programs represents revenues collected under approved riders
to recover costs incurred for regulatory programs such as recoveries under the
credit loss expense tariff, environmental costs associated with MGP sites, and
costs related to electricity, ZEC, and REC procurement. The riders are designed
to provide full and current cost recovery. The costs of these programs are
included in Purchased power expense, Operating and maintenance expense,
Depreciation and amortization expense, and Taxes other than income. Customers
have the choice to purchase electricity from competitive electric generation
suppliers. Customer choice programs do not impact the volume of deliveries as
ComEd remains the distribution service provider for all customers and charges a
regulated rate for distribution service, which is recorded in Operating
revenues. For customers that choose to purchase electric generation from
competitive suppliers, ComEd acts as the billing agent and therefore does not
record Operating revenues or Purchased power expense related to the electricity.
For customers that choose to purchase electric generation from ComEd, ComEd is
permitted to recover the electricity, ZEC, and REC procurement costs without
mark-up and therefore records equal and offsetting amounts in Operating revenues
and Purchased power expense related to the electricity, ZECs, and RECs.
See Note 5 - Segment Information of the Combined Notes to Consolidated Financial
Statements for the presentation of ComEd's revenue disaggregation.
The increase of $57 million for the year ended December 31, 2020, as compared to
the same period in 2019, in Purchased power expense is offset in Operating
revenues as part of regulatory required programs.
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The changes in Operating and maintenance expense consisted of the following:
                                                                2020 vs. 2019
                                                             Increase (Decrease)
  Deferred Prosecution Agreement payments(a)                $               

200


  BSC costs                                                                 

20


  Labor, other benefits, contracting, and materials                         

7


  Pension and non-pension postretirement benefits expense                      5
  Storm-related costs(b)                                                     (12)
  Other(c)                                                                    (4)
                                                                             216
  Regulatory required programs(d)                                             (1)
  Total increase                                            $                215


__________
(a)See Note 19 - Commitments and Contingencies of the Combined Notes to
Consolidated Financial Statements for additional information.
(b)For the year ended December 31, 2020, the decrease primarily reflects lower
storm costs as a result of the August 2020 storm costs being reclassified to a
regulatory asset.
(c)For the year ended December 31, 2020, the decrease primarily reflects lower
travel costs offset by an impairment charge related to acquisition of
transmission assets.
(d)ComEd is allowed to recover from or refund to customers the difference
between its annual credit loss expense and the amounts collected in rates
annually through a rider mechanism.
The changes in Depreciation and amortization expense consisted of the following:
                                                          2020 vs. 2019
                                                             Increase
            Regulatory asset amortization(a)             $           64
            Depreciation and amortization expense(b)                 36

            Total increase                               $          100

__________


(a)Includes amortization of ComEd's energy efficiency formula rate regulatory
asset and amortization related to the August 2020 storm regulatory asset.
(b)Reflects ongoing capital expenditures.
Interest Expense, net increased $23 million for the year ended December 31,
2020, as compared to the same period in 2019, primarily due to the issuance of
debt in February 2020.
Effective income tax rates for the years ended December 31, 2020 and 2019, were
28.8% and 19.2%, respectively. See Note 14 - Income Taxes of the Combined Notes
to Consolidated Financial Statements for additional information regarding the
components of the effective income tax rates.
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                                                                            PECO

Results of Operations-PECO
                                                                                               (Unfavorable)
                                                         2020               2019            Favorable Variance
Operating revenues                                   $   3,058          $   3,100          $              (42)
Operating expenses
Purchased power and fuel expense                         1,018              1,029                          11
Operating and maintenance                                  975                861                        (114)
Depreciation and amortization                              347                333                         (14)
Taxes other than income taxes                              172                165                          (7)
Total operating expenses                                 2,512              2,388                        (124)
Gain on sales of assets                                      -                  1                          (1)
Operating income                                           546                713                        (167)
Other income and (deductions)
Interest expense, net                                     (147)              (136)                        (11)
Other, net                                                  18                 16                           2
Total other income and (deductions)                       (129)              (120)                         (9)
Income before income taxes                                 417                593                        (176)
Income taxes                                               (30)                65                          95

Net income                                           $     447          $     528          $              (81)


Year Ended December 31, 2020 Compared to Year Ended December 31, 2019. Net
income decreased by $81 million primarily due to unfavorable weather conditions,
higher storm costs due to the June and August 2020 storms net of tax repairs,
increased depreciation and amortization expense, and increased interest expense,
partially offset by favorable volume and an increase in the tax repairs
deduction.
The changes in Operating revenues consisted of the following:
                                            2020 vs. 2019
                                         (Decrease) Increase
                                    Electric         Gas       Total
Weather                          $    (29)         $ (21)     $ (50)
Volume                                 12             (3)         9
Pricing                                 2              6          8
Transmission                           11              -         11
Other                                  (7)            (1)        (8)
                                      (11)           (19)       (30)
Regulatory required programs           65            (77)       (12)
Total increase (decrease)        $     54          $ (96)     $ (42)


Weather. The demand for electricity and natural gas is affected by weather
conditions. With respect to the electric business, very warm weather in summer
months and, with respect to the electric and natural gas businesses, very cold
weather in winter months are referred to as "favorable weather conditions"
because these weather conditions result in increased deliveries of electricity
and natural gas. Conversely, mild weather reduces demand. For the year ended
December 31, 2020 compared to the same period in 2019, Operating revenues
related to weather decreased due to the impact of unfavorable weather conditions
in PECO's service territory.
Heating and cooling degree days are quantitative indices that reflect the demand
for energy needed to heat or cool a home or business. Normal weather is
determined based on historical average heating and cooling degree days for a
30-year period in PECO's service territory. The changes in heating and cooling
degree days in PECO's service territory for the years ended December 31, 2020
compared to the same period in 2019 and normal weather consisted of the
following:
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                                                                            PECO

                                         For the Years Ended December 31,                                                           % Change
Heating and Cooling Degree-Days        2020                              2019                   Normal               2020 vs. 2019          2019 vs. Normal
Heating Degree-Days                     3,959                              4,307                    4,437                    (8.1) %                 (10.8) %
Cooling Degree-Days                     1,521                              1,610                    1,423                    (5.5) %                   6.9  %


Volume. Electric volume, exclusive of the effects of weather, for the year ended
December 31, 2020 compared to the same period in 2019, increased due to an
increase in usage for residential customers during COVID-19 further increased by
customer growth. Natural gas volume for the year ended December 31, 2020
compared to the same period in 2019, decreased on a net basis due to a decrease
in usage for the commercial and industrial natural gas classes during COVID-19.
                                                                                               % Change           Weather - Normal
Electric Retail Deliveries to Customers (in GWhs)      2020                2019             2020 vs. 2019            % Change(b)
Retail Deliveries(a)
Residential                                            14,041              13,650                    2.9  %                  5.6  %
Small commercial & industrial                           7,210               7,983                   (9.7) %                 (8.2) %
Large commercial & industrial                          13,669              14,958                   (8.6) %                 (8.5) %
Public authorities & electric railroads                   575                 725                  (20.7) %                (20.7) %
Total electric retail deliveries                       35,495              37,316                   (4.9) %                 (3.5) %


__________


(a)Reflects delivery volumes and revenue from customers purchasing electricity
directly from PECO and customers purchasing electricity from a competitive
electric generation supplier as all customers are assessed distribution charges.
(b)Reflects the change in delivery volumes assuming normalized weather based on
the historical 30-year average.

                                                    As of December 31,
Number of Electric Customers                   2020                    2019
Residential                                1,508,622               

1,494,462


Small commercial & industrial                154,421                 

154,000


Large commercial & industrial                  3,101                   

3,104


Public authorities & electric railroads       10,206                  10,039
Total                                      1,676,350               1,661,605


                                                                                                % Change           Weather - Normal
Natural Gas Deliveries to customers (in mmcf)           2020                2019             2020 vs. 2019            % Change(b)
Retail Deliveries(a)
Residential                                             38,272              40,196                   (4.8) %                  1.6  %
Small commercial & industrial                           19,341              23,828                  (18.8) %                 (6.6) %
Large commercial & industrial                               36                  50                  (28.0) %                (11.9) %
Transportation                                          24,533              25,822                   (5.0) %                 (2.9) %
Total natural gas deliveries                            82,182              89,896                   (8.6) %                 (1.8) %


__________


(a)Reflects delivery volumes and revenue from customers purchasing electricity
directly from PECO and customers purchasing electricity from a competitive
electric generation supplier as all customers are assessed distribution charges.
(b)Reflects the change in delivery volumes assuming normalized weather based on
the historical 30-year average.

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                                                                            PECO

                                        As of December 31,
Number of Gas Customers             2020                  2019
Residential                      492,298               487,337
Small commercial & industrial     44,472                44,374
Large commercial & industrial          5                     2
Transportation                       713                   730
Total                            537,488               532,443


Pricing for the year ended December 31, 2020 compared to the same period in 2019
increased primarily due to higher overall effective rates due to decreased usage
across all major customer classes. Additionally, the increase represents revenue
from higher natural gas distribution rates.
Transmission Revenue. Under a FERC approved formula, transmission revenue varies
from year to year based upon fluctuations in the underlying costs and capital
investments being recovered. PECO's transmission formula rate filing was
approved in the fourth quarter of 2019.
Other Revenue primarily includes revenue related to late payment charges. Other
revenues for the year ended December 31, 2020 compared to the same period in
2019, decreased as PECO ceased new late fees for all customers and restored
service to customers upon request who were disconnected in the last twelve
months beginning March of 2020.
Regulatory Required Programs represents revenues collected under approved riders
to recover costs incurred for regulatory programs such as energy efficiency,
PGC, and the GSA. The riders are designed to provide full and current cost
recovery as well as a return. The costs of these programs are included in
Purchased power and fuel expense, Operating and maintenance expense,
Depreciation and amortization expense, and Income taxes. Customers have the
choice to purchase electricity and natural gas from competitive electric
generation and natural gas suppliers. Customer choice programs do not impact the
volume of deliveries as PECO remains the distribution service provider for all
customers and charges a regulated rate for distribution service, which is
recorded in Operating revenues. For customers that choose to purchase electric
generation or natural gas from competitive suppliers, PECO acts as the billing
agent and therefore does not record Operating revenues or Purchased power and
fuel expense related to the electricity and/or natural gas. For customers that
choose to purchase electric generation or natural gas from PECO, PECO is
permitted to recover the electricity, natural gas, and REC procurement costs
without mark-up and therefore records equal and offsetting amounts in Operating
revenues and Purchased power and fuel expense related to the electricity,
natural gas, and RECs.
See Note 5-Segment Information of the Combined Notes to Consolidated Financial
Statements for the presentation of PECO's revenue disaggregation.
The decrease of $11 million for the year ended December 31, 2020 compared to the
same period in 2019, respectively, in Purchased power and fuel expense is fully
offset in Operating revenues as part of regulatory required programs.
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The changes in Operating and maintenance expense consisted of the following:
                                                               2020 vs. 2019
                                                            Increase (Decrease)

Storm-related costs(a)                                    $                  82
Labor, other benefits, contracting, and materials                            23

Credit loss expense(b)                                                       12
BSC costs                                                                     1
Pension and non-pension postretirement benefits expense                      (4)
Other                                                                         7
                                                                            121
Regulatory Required Programs                                                 (7)
Total increase                                            $                 114


__________
(a)Reflects increased storm costs due to June and August 2020 storms.
(b)Increased credit loss expense primarily as a result of suspending customer
disconnections, partially offset by the regulatory asset recorded in 2020
related to incremental credit loss expense due to COVID-19. See Note 3 -
Regulatory Matters of the Combined Notes to Consolidated Financial Statements
for additional information.

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


                                         2020 vs. 2019
                                      Increase (Decrease)
Depreciation and amortization(a)    $                  16

Regulatory asset amortization                          (2)

Total increase                      $                  14


__________
(a)Depreciation and amortization expense increased primarily due to ongoing
capital expenditures.
Interest expense, net increased $11 million for the year ended December 31, 2020
compared to the same period in 2019, respectively, primarily due to the issuance
of debt in June 2020.
Effective income tax rates were (7.2)% and 11.0% for the years ended
December 31, 2020 and 2019, respectively. See Note 14 - Income Taxes of the
Combined Notes to Consolidated Financial Statements for additional information
of the change in effective income tax rates.
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                                                                             BGE

Results of Operations-BGE
                                                                                               (Unfavorable)
                                                         2020               2019            Favorable Variance
Operating revenues                                   $   3,098          $   3,106          $               (8)
Operating expenses
Purchased power and fuel expense                           991              1,052                          61
Operating and maintenance                                  789                760                         (29)
Depreciation and amortization                              550                502                         (48)
Taxes other than income taxes                              268                260                          (8)
Total operating expenses                                 2,598              2,574                         (24)

Operating income                                           500                532                         (32)
Other income and (deductions)
Interest expense, net                                     (133)              (121)                        (12)
Other, net                                                  23                 28                          (5)
Total other income and (deductions)                       (110)               (93)                        (17)
Income before income taxes                                 390                439                         (49)
Income taxes                                                41                 79                          38
Net income                                           $     349          $     360          $              (11)


Year Ended December 31, 2020 Compared to Year Ended December 31, 2019. Net
income remained relatively consistent primarily due to higher natural gas and
electric distribution rates, partially offset by increased depreciation and
amortization expense, increased interest expense, increased expense due to a
commitment to a multi-year small business grants program, and a decrease in
other revenues.
The changes in Operating revenues consisted of the following:
                                                          2020 vs. 2019
                                                       Increase (Decrease)
                                                  Electric         Gas       Total
             Distribution                     $     30            $ 54      $  84
             Transmission                           (3)              -         (3)
             Other                                 (14)             (9)       (23)
                                                    13              45         58
             Regulatory required programs          (55)            (11)       (66)
             Total (decrease) increase        $    (42)           $ 34      $  (8)


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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 December 31,
Number of Electric Customers                   2020                    2019
Residential                                1,190,678               

1,177,333


Small commercial & industrial                114,173                 

114,504


Large commercial & industrial                 12,478                  

12,322


Public authorities & electric railroads          267                     268
Total                                      1,317,596               1,304,427


                                         As of December 31,
Number of Gas Customers              2020                  2019
Residential                       647,188               639,426
Small commercial & industrial      38,267                38,345
Large commercial & industrial       6,101                 6,037
Total                             691,556               683,808


Distribution Revenue increased for the year ended December 31, 2020 compared to
the same period in 2019, primarily due to the impact of higher natural gas and
electric distribution rates that became effective in December 2019.
Transmission Revenue. Under a FERC-approved formula, transmission revenue varies
from year to year based upon fluctuations in the underlying costs, capital
investments being recovered, and the highest daily peak load, which is updated
annually in January based on the prior calendar year. Generally,
increases/decreases in the highest daily peak load will result in higher/lower
transmission revenue. Transmission revenue decreased for the year ended
December 31, 2020 compared to the same period in 2019, primarily due to the
settlement agreement of transmission-related income tax regulatory liabilities,
partially offset by higher fully recoverable costs. See Note 3 - Regulatory
Matters of the Combined Notes to Consolidated Financial Statements for
additional information.
Other Revenue includes revenue related to late payment charges, mutual
assistance, off-system sales, and service application fees. Other revenue
decreased for the year ended December 31, 2020 compared to the same period in
2019, as BGE temporarily suspended customer disconnections for non-payment
beginning March of 2020 and temporarily ceased new late fees for all customers
and restored service to customers upon request who were disconnected in the last
twelve months.
Regulatory Required Programs represent revenues collected under approved riders
to recover costs incurred for regulatory programs such as conservation, demand
response, STRIDE, and the POLR mechanism. The riders are designed to provide
full and current cost recovery, as well as a return in certain instances. The
costs of these programs are included in Purchased power and fuel expense,
Operating and maintenance expense, Depreciation and amortization expense, and
Taxes other than income taxes. Customers have the choice to purchase electricity
and natural gas from competitive electric generation and natural gas suppliers.
Customer choice programs do not impact the volume of deliveries as BGE remains
the distribution service provider for all customers and charges a regulated rate
for distribution service, which is recorded in Operating revenues. For customers
that choose to purchase electric generation or natural gas from competitive
suppliers, BGE acts as the billing agent and therefore does not record Operating
revenues or Purchased power and fuel expense related to the electricity and/or
natural gas. For customers that choose to purchase electric generation or
natural gas from BGE, BGE is permitted to recover the electricity and natural
gas procurement costs from customers and therefore records the amounts related
to the electricity and/or natural gas in Operating revenues and Purchased power
and fuel expense. BGE recovers electricity and natural gas procurement costs
from customers with a slight mark-up.
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See Note 5 - Segment Information of the Combined Notes to Consolidated Financial
Statements for the presentation of BGE's revenue disaggregation.
The decrease of $61 million for the year ended December 31, 2020 compared to the
same period in 2019, respectively, in Purchased power and fuel expense is fully
offset in Operating revenues as part of regulatory required programs.
The changes in Operating and maintenance expense consisted of the following:
                                                              2020 vs. 2019
                                                           Increase 

(Decrease)


Small business grants commitment(a)                       $                 15
BSC costs                                                                   13

Credit loss expense(b)                                                       7

Labor, other benefits, contracting, and materials                           

(1)


Pension and non-pension postretirement benefits expense                     (2)

                                                                            32
Regulatory required programs                                                (3)
Total increase                                            $                 29


__________
(a)Reflects increased charitable contributions as a result of a commitment in
2020 to a multi-year small business grants program.
(b)Increased credit loss expense primarily as a result of suspending customer
disconnections, partially offset by the regulatory asset recorded in 2020
related to incremental credit loss expense due to COVID-19. See Note 3 -
Regulatory Matters of the Combined Notes to Consolidated Financial Statements
for additional information.
The changes in Depreciation and amortization expense consisted of the following:
                                     2020 vs. 2019
                                        Increase
Depreciation and amortization(a)    $           35
Regulatory required programs                    10
Regulatory asset amortization                    3
Total increase                      $           48


__________
(a)Depreciation and amortization increased primarily due to ongoing capital
expenditures.
Taxes other than income increased for the year ended December 31, 2020 compared
to the same period in 2019, primarily due to higher property taxes.
Interest expense, net increased for the year ended December 31, 2020 compared to
the same period in 2019, primarily due to the issuance of debt in September 2019
and June 2020.
Effective income tax rates were 10.5% and 18.0% for the years ended December 31,
2020 and 2019, respectively. The change is primarily related to the settlement
agreement of transmission-related income tax regulatory liabilities. See Note 3
- Regulatory Matters and Note 14 - Income Taxes of the Combined Notes to
Consolidated Financial Statements for additional information regarding the
components of the effective income tax rates.
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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 year ended December 31, 2020
compared to the same period in 2019. See the Results of Operations for Pepco,
DPL, and ACE for additional information.
             2020       2019       Favorable (Unfavorable) Variance
PHI         $ 495      $ 477      $                             18
Pepco         266        243                                    23
DPL           125        147                                   (22)
ACE           112         99                                    13
Other(a)       (8)       (12)                                    4


__________
(a)Primarily includes eliminating and consolidating adjustments, PHI's corporate
operations, shared service entities, and other financing and investing
activities.
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019. Net
income increased by $18 million primarily due to higher electric distribution
rates, higher transmission rates (net of the impact of the settlement agreement
of ongoing transmission-related income tax regulatory liabilities), and
decreased expense resulting from an absence of an increase in environmental
liabilities, and a gain on sale of land at Pepco in the fourth quarter of 2020,
partially offset by an increase in depreciation and amortization expense, an
increase in DPL storm costs related to the August 2020 storms in Delaware, an
increase in credit loss expense primarily as a result of suspending customer
disconnections partially offset by the regulatory asset recorded in 2020 related
to incremental credit loss expense due to COVID-19, and unfavorable weather
conditions in ACE and DPL Delaware's service territories.


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                                                                           Pepco
Results of Operations-Pepco
                                                                                              (Unfavorable)
                                                         2020               2019            Favorable Variance
Operating revenues                                   $   2,149          $   2,260          $            (111)
Operating expenses
  Purchased power expense                                  602                665                         63
Operating and maintenance                                  453                482                         29
Depreciation and amortization                              377                374                         (3)
Taxes other than income taxes                              367                378                         11
Total operating expenses                                 1,799              1,899                        100
Gain on sales of assets                                      9                  -                          9
Operating income                                           359                361                         (2)
Other income and (deductions)
Interest expense, net                                     (138)              (133)                        (5)
Other, net                                                  38                 31                          7
Total other income and (deductions)                       (100)              (102)                         2
Income before income taxes                                 259                259                          -
Income taxes                                                (7)                16                         23
Net income                                           $     266          $     243          $              23


Year Ended December 31, 2020 Compared to Year Ended December 31, 2019. Net
income increased by $23 million primarily due to decreased expense resulting
from an absence of an increase in environmental liabilities, increased electric
distribution revenues, and a gain on sale of land in the fourth quarter of 2020,
partially offset by an increase in depreciation and amortization expense and an
increase in credit loss expense primarily as a result of suspending customer
disconnections partially offset by the regulatory asset recorded in 2020 related
to incremental credit loss expense due to COVID-19.
The changes in Operating revenues consisted of the following:
                                                    2020 vs. 2019
                                                 Increase (Decrease)
               Distribution                                       19
               Transmission                                      (36)
               Other                                              (3)
                                                                 (20)
               Regulatory required programs                      (91)
               Total decrease                   $               (111)


Revenue Decoupling. The demand for electricity is affected by weather and
customer usage. However, Operating revenues from electric distribution in both
Maryland and the District of Columbia are not impacted by abnormal weather or
usage per customer as a result of a bill stabilization adjustment (BSA) that
provides for a fixed distribution charge per customer by customer class. While
Operating revenues are not impacted by abnormal weather or usage per customer,
they are impacted by changes in the number of customers.
                                                  As of December 31,
Number of Electric Customers                  2020                  2019
Residential                                832,190               817,770
Small commercial & industrial               53,800                54,265
Large commercial & industrial               22,459                22,271
Public authorities & electric railroads        168                   160
Total                                      908,617               894,466


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Distribution Revenue increased for the year ended December 31, 2020 compared to
the same period in 2019, primarily due to higher electric distribution rates in
Maryland that became effective in August 2019 and customer growth in the
District of Columbia.
Transmission Revenue. Under a FERC-approved formula, transmission revenue varies
from year to year based upon fluctuations in the underlying costs, capital
investments being recovered, and the highest daily peak load, which is updated
annually in January based on the prior calendar year. Generally,
increases/decreases in the highest daily peak load will result in higher/lower
transmission revenue. Transmission revenue decreased for the year ended
December 31, 2020 compared to the same period in 2019 primary due to the
settlement agreement of transmission-related income tax regulatory liabilities.
See Note 3 - Regulatory Matters of the Combined Notes to Consolidated Financial
Statements for additional information.
Other Revenue includes rental revenue, revenue related to late payment charges,
mutual assistance revenues, and recoveries of other taxes. Other revenue
decreased for the year ended December 31, 2020 compared to the same period
in 2019, as Pepco temporarily suspended customer disconnections for non-payment
beginning March of 2020 and temporarily ceased new late fees for all customers
and restored services to customers upon request who were disconnected in the
last twelve months.
Regulatory Required Programs represent revenues collected under approved riders
to recover costs incurred for regulatory programs such as energy efficiency
programs, DC PLUG, and SOS procurement and administrative costs. The riders are
designed to provide full and current cost recovery as well as a return in
certain instances. The costs of these programs are included in Purchased power
expense, Operating and maintenance expense, Depreciation and amortization
expense, and Taxes other than income taxes. Customers have the choice to
purchase electricity from competitive electric generation suppliers. Customer
choice programs do not impact the volume of deliveries, as Pepco remains the
distribution service provider for all customers and charges a regulated rate for
distribution service, which is recorded in Operating revenues. For customers
that choose to purchase electric generation from competitive suppliers, Pepco
acts as the billing agent and therefore does not record Operating revenues or
Purchased power expense related to the electricity. For customers that choose to
purchase electric generation from Pepco, Pepco is permitted to recover the
electricity and REC procurement costs from customers and therefore records the
amounts related to the electricity and RECs in Operating revenues and Purchased
power expense. Pepco recovers electricity and REC procurement costs from
customers with a slight mark-up.
See Note 5 - Segment Information of the Combined Notes to Consolidated Financial
Statements for the presentation of Pepco's revenue disaggregation.
The decrease of $63 million for the year ended December 31, 2020 compared to the
same period in 2019, in Purchased power expense is fully offset in Operating
revenues as part of regulatory required programs.

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The changes in Operating and maintenance expense consisted of the following:
                                                                 2020 vs. 2019
                                                              (Decrease) Increase

 Change in environmental liabilities                         $              

(22)


 Expiration of lease arrangement                                            

(15)


 Pension and non-pension postretirement benefits expense                       (6)
 BSC and PHISCO costs                                                          (4)
 Storm related costs                                                           (2)
 Credit loss expense(a)                                                         8
 Labor, other benefits, contracting, and materials                             15

 Other                                                                         (1)
                                                                              (27)
 Regulatory required programs                                                  (2)

 Total decrease                                              $                (29)


__________
(a)Increased credit loss expense primarily as a result of suspending customer
disconnections, partially offset by the regulatory asset recorded in 2020
related to incremental credit loss expense due to COVID-19. See Note 3 -
Regulatory Matters of the Combined Notes to Consolidated Financial Statements
for additional information.
The changes in Depreciation and amortization expense consisted of the following:
                                     2020 vs. 2019
                                  Increase (Decrease)
Depreciation expense(a)          $                 18
Regulatory asset amortization                      (2)
Regulatory required programs                      (13)
Total increase                   $                  3


__________
(a)Depreciation and amortization increased primarily due to ongoing capital
expenditures.
Taxes other than income decreased for the year ended December 31, 2020 compared
to the same period in 2019, primarily due to lower taxes as part of regulatory
required programs that are fully offset within Operating revenues.
Interest expense, net increased for the year ended December 31, 2020 compared to
the same period in 2019, primarily due to issuance of debt in June 2019,
February 2020, and June 2020.
Gain on sales of assets for the year ended December 31, 2020 compared to the
year ended December 31, 2019 increased due the sale of land in the fourth
quarter of 2020.
Effective income tax rates were (2.7)% and 6.2% for the years ended December 31,
2020 and 2019, respectively. The change is primarily related to the settlement
agreement of ongoing transmission-related income tax regulatory liabilities. See
Note 3 - Regulatory Matters and Note 14 - Income Taxes of the Combined Notes to
Consolidated Financial Statements for additional information regarding the
components of the change in effective income tax rates.

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                                                                             DPL

Results of Operations-DPL
                                                                                               (Unfavorable)
                                                         2020               2019            Favorable Variance
Operating revenues                                   $   1,271          $   1,306          $              (35)
Operating expenses
Purchased power and fuel expense                           503                526                          23
Operating and maintenance                                  361                323                         (38)
Depreciation and amortization                              191                184                          (7)
Taxes other than income taxes                               65                 56                          (9)
Total operating expenses                                 1,120              1,089                         (31)

Operating income                                           151                217                         (66)
Other income and (deductions)
Interest expense, net                                      (61)               (61)                          -
Other, net                                                  10                 13                          (3)
Total other income and (deductions)                        (51)               (48)                         (3)
Income before income taxes                                 100                169                         (69)
Income taxes                                               (25)                22                          47
Net income                                           $     125          $     147          $              (22)


Year Ended December 31, 2020 Compared to Year Ended December 31, 2019. Net
income decreased by $22 million primarily due to an increase in storm costs
related to the August 2020 storms in Delaware, an increase in credit loss
expense primarily as a result of suspending customer disconnections partially
offset by the regulatory asset recorded in 2020 related to incremental credit
loss expense due to COVID-19, unfavorable weather conditions in DPL's Delaware
electric service territory, and an increase in depreciation and amortization
expense, partially offset by higher electric distribution rates and an increase
in transmission rates (net of the impact of the settlement agreement of
transmission-related income tax regulatory liabilities).
The changes in Operating revenues consisted of the following:
                                                          2020 vs. 2019
                                                       (Decrease) Increase
                                                  Electric         Gas       Total
              Weather                          $     (9)          $  -      $  (9)
              Volume                                  2             (5)        (3)
              Distribution                           12              4         16
              Transmission                          (18)             -        (18)
              Other                                   2             (1)         1
                                                    (11)            (2)       (13)
              Regulatory required programs          (17)            (5)       (22)
              Total decrease                   $    (28)          $ (7)     $ (35)


Revenue Decoupling. The demand for electricity is affected by weather and
customer usage. However, Operating revenues from electric distribution in
Maryland are not impacted by abnormal weather or usage per customer as a result
of a bill stabilization adjustment (BSA) that provides for a fixed distribution
charge per customer by customer class. While Operating revenues from electric
distribution in Maryland are not impacted by abnormal weather or usage per
customer, they are impacted by changes in the number of customers.
Weather. The demand for electricity and natural gas in Delaware is affected by
weather conditions. With respect to the electric business, very warm weather in
summer months and, with respect to the electric and natural gas businesses, very
cold weather in winter months are referred to as "favorable weather conditions"
because these weather conditions result in increased deliveries of electricity
and natural gas. Conversely, mild weather reduces demand. During the year ended
December 31, 2020 compared to the same period in 2019, Operating revenues
related to weather decreased primarily due to unfavorable weather conditions in
DPL's Delaware service territory.
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DPL



Heating and cooling degree days are quantitative indices that reflect the demand
for energy needed to heat or cool a home or business. Normal weather is
determined based on historical average heating and cooling degree days for a
20-year period in DPL's Delaware electric service territory and a 30-year period
in DPL's Delaware natural gas service territory. The changes in heating and
cooling degree days in DPL's Delaware service territory for the year ended
December 31, 2020 compared to same period in 2019 and normal weather consisted
of the following:
                                          For the Years Ended December 31,                                                  % Change
Delaware Electric Service Territory       2020                          2019               Normal             2020 vs. 2019          2020 vs. Normal
Heating Degree-Days                      4,146                           4,475              4,652                     (7.4) %                (10.9) %
Cooling Degree-Days                      1,264                           1,476              1,239                    (14.4) %                  2.0  %


                                          For the Years Ended December 31,                                                  % Change
Delaware Natural Gas Service
Territory                                 2020                          2019               Normal            2020 vs. 2019          2020 vs. Normal
Heating Degree-Days                      4,146                           4,475              4,675                    (7.4) %                (11.3) %

Volume, exclusive of the effects of weather, remained relatively consistent for the year ended December 31, 2020 compared to the same period in 2019.


                                                                                                                  Weather -
Electric Retail Deliveries to Delaware Customers (in                                         % Change              Normal %
GWhs)                                                    2020              2019            2020 vs. 2019          Change (b)
Residential                                              3,149             3,149                     -  %               4.8  %
Small commercial & industrial                            1,255             1,320                  (4.9) %              (2.6) %
Large commercial & industrial                            3,225             3,424                  (5.8) %              (4.8) %
Public authorities & electric railroads                     32                34                  (5.9) %              (5.9) %
Total electric retail deliveries(a)                      7,661             7,927                  (3.4) %              (0.7) %


                                                                              As of December 31,
Number of Total Electric Customers (Maryland and Delaware)             2020                        2019
Residential                                                             472,621                    468,162
Small commercial & industrial                                            62,461                     61,721
Large commercial & industrial                                             1,223                      1,411
Public authorities & electric railroads                                     609                        613
Total                                                                   536,914                    531,907


__________
(a)Reflects delivery volumes from customers purchasing electricity directly from
DPL and customers purchasing electricity from a competitive electric generation
supplier as all customers are assessed distribution charges.
(b)Reflects the change in delivery volumes assuming normalized weather based on
the historical 20-year average.
Natural Gas Retail Deliveries to Delaware Customers                                            % Change           Weather - Normal
(in mmcf)                                                 2020               2019            2020 vs. 2019          % Change(b)
Residential                                               7,832              8,613                  (9.1) %                (2.5) %
Small commercial & industrial                             3,718              4,287                 (13.3) %                (7.5) %
Large commercial & industrial                             1,703              1,811                  (6.0) %                (6.0) %
Transportation                                            6,631              6,733                  (1.5) %                 0.2  %
Total natural gas deliveries(a)                          19,884             21,444                  (7.3) %                (3.0) %



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                                                                             DPL

                                                     As of December 31,
Number of Delaware Natural Gas Customers         2020                  2019
Residential                                   127,128               125,873
Small commercial & industrial                  10,017                 9,999
Large commercial & industrial                      16                    17
Transportation                                    161                   159
Total                                         137,322               136,048


__________
(a)Reflects delivery volumes from customers purchasing natural gas directly from
DPL and customers purchasing natural gas from a competitive natural gas supplier
as all customers are assessed distribution charges.
(b)Reflects the change in delivery volumes assuming normalized weather based on
the historical 30-year average.
Distribution Revenue increased for the year ended December 31, 2020 compared to
the same period in 2019 primarily due to higher electric distribution rates in
Maryland that became effective in July 2020, higher electric and natural gas
distribution rates in Delaware that became effective in the second half of 2020,
and the Distribution System Improvement Charge (DSIC) rate increases during
2020.
Transmission Revenue. Under a FERC-approved formula, transmission revenue varies
from year to year based upon fluctuations in the underlying costs, capital
investments being recovered, and the highest daily peak load, which is updated
annually in January based on the prior calendar years. Generally,
increases/decreases in the highest daily peak load will result in higher/lower
transmission revenue. Transmission revenue decreased for the year ended
December 31, 2020 compared to the same period in 2019 primarily due to the
settlement agreement of transmission-related income tax regulatory liabilities,
partially offset by higher fully recoverable costs. See Note 3 - Regulatory
Matters of the Combined Notes to Consolidated Financial Statements for
additional information.
Other Revenue includes rental revenue, revenue related to late payment charges,
mutual assistance revenues, and recoveries of other taxes.
Regulatory Required Programs represent revenues collected under approved riders
to recover costs incurred for regulatory programs such as energy efficiency
programs, DE Renewable Portfolio Standards, SOS procurement and administrative
costs, and GCR costs. The riders are designed to provide full and current cost
recovery as well as a return in certain instances. The costs of these programs
are included in Purchased power and fuel expense, Operating and maintenance
expense, Depreciation and amortization expense, and Taxes other than income
taxes. Customers have the choice to purchase electricity from competitive
electric generation suppliers. Customer choice programs do not impact the volume
of deliveries as DPL remains the distribution service provider for all customers
and charges a regulated rate for distribution service, which is recorded in
Operating revenues. For customers that choose to purchase electric generation or
natural gas from competitive suppliers, DPL acts as the billing agent and
therefore does not record Operating revenues or Purchased power and fuel expense
related to the electricity and/or natural gas. For customers that choose to
purchase electric generation or natural gas from DPL, DPL is permitted to
recover the electricity, natural gas, and REC procurement costs from customers
and therefore records the amounts related to the electricity, natural gas, and
RECs in Operating revenues and Purchased power and fuel expense. DPL recovers
electricity and REC procurement costs from customers with a slight mark-up and
natural gas costs without mark-up.
See Note 5 - Segment Information of the Combined Notes to Consolidated Financial
Statements for the presentation of DPL's revenue disaggregation.
The decrease of $23 million for the year ended December 31, 2020 compared to the
same period in 2019, in Purchased power and fuel expense is fully offset in
Operating revenues as part of regulatory required programs.
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The changes in Operating and maintenance expense consisted of the following:
                                                                2020 vs. 2019
                                                                   Increase
                                                                  (Decrease)
     Storm-related costs                                       $           19
     Labor, other benefits, contracting, and materials                     14

     Credit loss expense(a)                                                 8
     Pension and non-pension postretirement benefits expense               (4)
     BSC and PHISCO costs                                                  (1)
     Other                                                                 (1)
                                                                           35
     Regulatory required programs                                           3
     Total increase                                            $           38

__________


(a)Increased credit loss expense primarily as a result of suspending customer
disconnections, partially offset by the regulatory asset recorded in 2020
related to incremental credit loss expense due to COVID-19. See Note 3 -
Regulatory Matters of the Combined Notes to Consolidated Financial Statements
for additional information.
The changes in Depreciation and amortization expense consisted of the following:
                                                     2020 vs. 2019
                                                        Increase
                                                       (Decrease)
                Depreciation and amortization(a)    $           10
                Regulatory asset amortization                   (1)
                Regulatory required programs                    (2)
                Total increase                      $            7


__________
(a)Depreciation and amortization increased primarily due to ongoing capital
expenditures.
Taxes other than income taxes increased for the year ended December 31, 2020
compared to the same period in 2019 primarily due to higher property taxes for
Maryland and Delaware.
Effective income tax rates were (25.0)% and 13.0% for the years ended
December 31, 2020 and 2019, respectively. The decrease for the year ended
December 31, 2020 is primarily related to the settlement agreement of
transmission-related income tax regulatory liabilities. See Note 3 - Regulatory
Matters and Note 14 - Income Taxes of the Combined Notes to Consolidated
Financial Statements for additional information regarding the components of the
change in effective income tax rates.
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                                                                             ACE

Results of Operations-ACE
                                                                        Favorable
                                        2020         2019        (Unfavorable) Variance
Operating revenues                    $ 1,245      $ 1,240      $                     5
Operating expenses
Purchased power expense                   609          608                           (1)
Operating and maintenance                 326          320                           (6)
Depreciation and amortization             180          157                          (23)
Taxes other than income taxes               8            4                           (4)
Total operating expenses                1,123        1,089                          (34)
Gain on sale of assets                      2            -                            2
Operating income                          124          151                          (27)
Other income and (deductions)
Interest expense, net                     (59)         (58)                          (1)
Other, net                                  6            6                            -
Total other income and (deductions)       (53)         (52)                          (1)
Income before income taxes                 71           99                          (28)
Income taxes                              (41)           -                           41
Net income                            $   112      $    99      $                    13


Year Ended December 31, 2020 Compared to Year Ended December 31, 2019. Net
income increased $13 million primarily due to higher electric distribution rates
and an increase in transmission rates (net of the impact of the settlement
agreement of transmission-related income tax regulatory liabilities), partially
offset by an increase in depreciation and amortization expense and unfavorable
weather conditions in ACE's service territory.
The changes in Operating revenues consisted of the following:
                                     2020 vs. 2019
                                  (Decrease) Increase
Weather                          $                 (8)
Volume                                             (1)
Distribution                                       24

Transmission                                      (19)

Other                                               3
                                                   (1)
Regulatory required programs                        6
Total increase                   $                  5


Weather. The demand for electricity is affected by weather conditions. With
respect to the electric business, very warm weather in summer months and very
cold weather in winter months are referred to as "favorable weather conditions"
because these weather conditions result in increased deliveries of electricity.
Conversely, mild weather reduces demand. There was a decrease related to weather
for the year ended December 31, 2020 compared to the same period in 2019 due to
the impact of unfavorable weather conditions in ACE's service territory.
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ACE



Heating and cooling degree days are quantitative indices that reflect the demand
for energy needed to heat or cool a home or business. Normal weather is
determined based on historical average heating and cooling degree days for a
20-year period in ACE's service territory. The changes in heating and cooling
degree days in ACE's service territory for the year ended December 31, 2020
compared to same period in 2019, and normal weather consisted of the following:
                                          For the Years Ended December 31,                                                  % Change
Heating and Cooling Degree-Days           2020                          2019                Normal            2020 vs. 2019         2020 vs. Normal
Heating Degree-Days                      4,029                           4,467               4,667                    (9.8) %               (13.7) %
Cooling Degree-Days                      1,314                           1,374               1,174                    (4.4) %                11.9  %

Volume, exclusive of the effects of weather, remained relatively consistent for the year ended December 31, 2020 compared to the same period in 2019.


                                                                                           % Change           Weather - Normal %
Electric Retail Deliveries to Customers (in GWhs)      2020              2019            2020 vs. 2019            Change(b)
Residential                                            4,029             3,966                   1.6  %                   4.7  %
Small commercial & industrial                          1,277             1,346                  (5.1) %                  (4.0) %
Large commercial & industrial                          3,067             3,429                 (10.6) %                 (10.0) %
Public authorities & electric railroads                   47                47                     -  %                  (0.2) %
Total retail deliveries(a)                             8,420             8,788                  (4.2) %                  (2.5) %



                                                  As of December 31,
Number of Electric Customers                  2020                  2019
Residential                                497,672               494,596
Small commercial & industrial               61,622                61,497
Large commercial & industrial                3,282                 3,392
Public authorities & electric railroads        701                   679
Total                                      563,277               560,164


__________


(a)Reflects delivery volumes from customers purchasing electricity directly from
ACE and customers purchasing electricity from a competitive electric generation
supplier as all customers are assessed distribution charges.
(b)Reflects the change in delivery volumes assuming normalized weather based on
the historical 20-year average.
Distribution Revenue increased for the year ended December 31, 2020 compared to
the same period in 2019 primarily due to higher electric distribution rates that
became effective in April 2019 and April 2020.
Transmission Revenue. Under a FERC-approved formula, transmission revenue varies
from year to year based upon fluctuations in the underlying costs, capital
investments being recovered and the highest daily peak load, which is updated
annually in January based on the prior calendar year. Generally,
increases/decreases in the highest daily peak load will result in higher/lower
transmission revenue. Transmission revenue decreased for the year ended
December 31, 2020 compared to the same period in 2019 primarily due to the
settlement agreement for transmission-related income tax regulatory liabilities,
partially offset by higher fully recoverable costs. See Note 3 - Regulatory
Matters of the Combined Notes to Consolidated Financial Statements for
additional information.
Other Revenue includes rental revenue, service connection fees, and mutual
assistance revenues.
Regulatory Required Programs represent revenues collected under approved riders
to recover costs incurred for regulatory programs such as energy efficiency
programs, Societal Benefits Charge, Transition Bonds, and BGS procurement and
administrative costs. The riders are designed to provide full and current cost
recovery as well as a return in certain instances. The costs of these programs
are included in Purchased power expense, Operating and maintenance expense,
Depreciation and amortization expense, and Taxes other than income taxes.
Customers have the choice to purchase electricity from competitive electric
generation suppliers.
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Customer choice programs do not impact the volume of deliveries, as ACE remains
the distribution service provider for all customers and charges a regulated rate
for distribution service, which is recorded in Operating revenues. For customers
that choose to purchase electric generation from competitive suppliers, ACE acts
as the billing agent and therefore does not record Operating revenues or
Purchased power expense related to the electricity. For customers that choose to
purchase electric generation from ACE, ACE is permitted to recover the
electricity, ZEC, and REC procurement costs without mark-up and therefore
records equal and offsetting amounts in Operating revenues and Purchased power
expense related to the electricity, ZECs, and RECs.
See Note 5 - Segment Information of the Combined Notes to Consolidated Financial
Statements for the presentation of ACE's revenue disaggregation.
The increase of $1 million for the year ended December 31, 2020 compared to same
period in 2019, in Purchased power expense is fully offset in Operating revenues
as part of regulatory required programs.
The changes in Operating and maintenance expense consisted of the following:
                                                                2020 vs. 2019
                                                             Increase (Decrease)
Labor, other benefits, contracting and materials            $               

6


Storm-related costs                                                         

3



Pension and non-pension postretirement benefits expense                       (1)

Other                                                                         (2)
                                                                               6
Regulatory required programs(a)                                                -
Total increase                                              $                  6


__________
(a)ACE is allowed to recover from or refund to customers the difference between
its annual credit loss expense and the amounts collected in rates annually
through the Societal Benefits Charge.
The changes in Depreciation and amortization expense consisted of the following:
                                        2020 vs. 2019
                                     Increase (Decrease)
Depreciation and amortization(a)    $                 17
Regulatory asset amortization                         (2)
Regulatory required programs                           8

Total increase                      $                 23


__________
(a)Depreciation and amortization increased primarily due to ongoing capital
expenditures.
Gain on sale of assets for year ended December 31, 2020 compared to same period
in 2019 increased due to the sale of land in the first quarter of 2020.
Effective income tax rates were (57.7)% and 0.0% for the years ended
December 31, 2020 and 2019, respectively. The change is primarily related to the
settlement agreement of transmission-related income tax regulatory liabilities.
See Note 3 - Regulatory Matters and Note 14 - Income Taxes of the Combined Notes
to Consolidated Financial Statements for additional information regarding the
components of the change in effective income tax rates.
Liquidity and Capital Resources
All results included throughout the liquidity and capital resources section are
presented on a GAAP basis.
The Registrants' operating and capital expenditures requirements are provided by
internally generated cash flows from operations, the sale of certain
receivables, as well as funds from external sources in the capital markets and
through bank borrowings. The Registrants' businesses are capital intensive and
require considerable capital resources. Each of the Registrants annually
evaluates its financing plan, dividend practices,
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and credit line sizing, focusing on maintaining its investment grade ratings
while meeting its cash needs to fund capital requirements, retire debt, pay
dividends, fund pension and OPEB obligations, and invest in new and existing
ventures. A broad spectrum of financing alternatives beyond the core financing
options can be used to meet its needs and fund growth including monetizing
assets in the portfolio via project financing, asset sales, and the use of other
financing structures (e.g., joint ventures, minority partners, etc.). Each
Registrant's access to external financing on reasonable terms depends on its
credit ratings and current overall capital market business conditions, including
that of the utility industry in general. If these conditions deteriorate to the
extent that the Registrants no longer have access to the capital markets at
reasonable terms, the Registrants have access to credit facilities with
aggregate bank commitments of $10.6 billion. As a result of disruptions in the
commercial paper markets due to COVID-19 in March of 2020, Generation borrowed
$1.5 billion on its revolving credit facility to refinance commercial paper.
Generation repaid the $1.5 billion borrowed on the revolving credit facility on
April 3, 2020 using funds from short-term loans issued in March 2020, cash
proceeds from the sale of certain customer accounts receivable, and borrowings
from the Exelon intercompany money pool. See Note 6 - Accounts Receivable of the
Combined Notes to Consolidated Financial Statements for additional information
on the sale of customer accounts receivable. See Executive Overview for
additional information on COVID-19. The Registrants continue to utilize their
credit facilities to support their commercial paper programs, provide for other
short-term borrowings, and to issue letters of credit. See the "Credit Matters"
section below for additional information. The Registrants expect cash flows to
be sufficient to meet operating expenses, financing costs, and capital
expenditure requirements.
The Registrants primarily use their capital resources, including cash, to fund
capital requirements, including construction expenditures, retire debt, pay
dividends, fund pension and OPEB obligations, and invest in new and existing
ventures. The Registrants spend a significant amount of cash on capital
improvements and construction projects that have a long-term return on
investment. Additionally, the Utility Registrants operate in rate-regulated
environments in which the amount of new investment recovery may be delayed or
limited and where such recovery takes place over an extended period of time. See
Note 17 - Debt and Credit Agreements of the Combined Notes to Consolidated
Financial Statements for additional information of the Registrants' debt and
credit agreements.
Despite disruptions in the financial markets due to COVID-19, the Registrants
issued long-term debt of $5.3 billion and were able to successfully complete
their planned long-term debt issuances in 2020.
NRC Minimum Funding Requirements (Exelon and Generation)
NRC regulations require that licensees of nuclear generating facilities
demonstrate reasonable assurance that sufficient funds will be available in
certain minimum amounts to decommission the facility. These NRC minimum funding
levels are typically based upon the assumption that decommissioning activities
will commence after the end of the current licensed life of each unit. If a unit
fails the NRC minimum funding test, then the plant's owners or parent companies
would be required to take steps, such as providing financial guarantees through
letters of credit or parent company guarantees or making additional cash
contributions to the NDT fund to ensure sufficient funds are available. See Note
10 - Asset Retirement Obligations of the Combined Notes to Consolidated
Financial Statements for additional information.
If a nuclear plant were to early retire there is a risk that it will no longer
meet the NRC minimum funding requirements due to the earlier commencement of
decommissioning activities and a shorter time period over which the NDT funds
could appreciate in value. A shortfall could require that Generation address the
shortfall by, among other things, obtaining a parental guarantee for
Generation's share of the funding assurance. However, the amount of any
guarantees or other assurance will ultimately depend on the decommissioning
approach, the associated level of costs, and the NDT fund investment performance
going forward. Within two years after shutting down a plant, Generation must
submit a PSDAR to the NRC that includes the planned option for decommissioning
the site. Upon retirement, Dresden will have adequate funding assurance,
however, due to the earlier commencement of decommissioning activities and a
shorter time period over which the NDT fund investments could appreciate in
value, Byron may no longer meet the NRC minimum funding requirements and, as a
result, the NRC may require additional financial assurance including possibly a
parental guarantee from Exelon. Considering the different approaches to
decommissioning available to Generation, the most likely estimates currently
anticipated could require financial assurance for radiological decommissioning
at Byron of up to $90 million.
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Upon issuance of any required financial guarantees, each site would be able to
utilize the respective NDT funds for radiological decommissioning costs, which
represent the majority of the total expected decommissioning costs. However,
under the regulations, the NRC must approve an exemption in order for Generation
to utilize the NDT funds to pay for non-radiological decommissioning costs (i.e.
spent fuel management and site restoration costs, if applicable). If a unit does
not receive this exemption, those costs would be borne by Generation without
reimbursement from or access to the NDT funds. Accordingly, based on current
projections of the most likely decommissioning approach, it is expected that
Dresden would not require supplemental cash from Generation, but some portion of
the Byron spent fuel management costs would need to be funded through
supplemental cash from Generation. While the ultimate amounts may vary and could
be offset by reimbursement of certain spent fuel management costs under the DOE
settlement agreement, decommissioning for Byron may require supplemental cash
from Generation of up to $185 million, net of taxes, over a period of 10 years
after permanent shutdown.
As of December 31, 2020, Exelon would not be required to post a parental
guarantee for TMI Unit 1 under the SAFSTOR scenario which is the planned
decommissioning option as described in the TMI Unit 1 PSDAR filed by Generation
with the NRC on April 5, 2019. On October 16, 2019, the NRC granted Generation's
exemption request to use the TMI Unit 1 NDT funds for spent fuel management
costs. An additional exemption request would be required to allow the funds to
be spent on site restoration costs, which are not expected to be incurred in the
near term.
Project Financing (Exelon and Generation)
Project financing is used to help mitigate risk of specific generating assets.
Project financing is based upon a nonrecourse financial structure, in which
project debt is paid back from the cash generated by the specific asset or
portfolio of assets. Borrowings under these agreements are secured by the assets
and equity of each respective project. The lenders do not have recourse against
Exelon or Generation in the event of a default. If a specific project financing
entity does not maintain compliance with its specific debt financing covenants,
there could be a requirement to accelerate repayment of the associated debt or
other project-related borrowings earlier than the stated maturity dates. In
these instances, if such repayment was not satisfied, or restructured, the
lenders or security holders would generally have rights to foreclose against the
project-specific assets and related collateral. The potential requirement to
satisfy its associated debt or other borrowings earlier than otherwise
anticipated could lead to impairments due to a higher likelihood of disposing of
the respective project-specific assets significantly before the end of their
useful lives. Additionally, project finance has credit facilities. See Note 17 -
Debt and Credit Agreements of the Combined Notes to Consolidated Financial
Statements for additional information on nonrecourse debt and credit facilities.
Cash Flows from Operating Activities (All Registrants)
Generation's cash flows from operating activities primarily result from the sale
of electric energy and energy-related products and services to customers.
Generation's future cash flows from operating activities may be affected by
future demand for and market prices of energy and its ability to continue to
produce and supply power at competitive costs as well as to obtain collections
from customers.
The Utility Registrants' cash flows from operating activities primarily result
from the transmission and distribution of electricity and, in the case of PECO,
BGE, and DPL, gas distribution services. The Utility Registrants' distribution
services are provided to an established and diverse base of retail customers.
The Utility Registrants' future cash flows may be affected by the economy,
weather conditions, future legislative initiatives, future regulatory
proceedings with respect to their rates or operations, and their ability to
achieve operating cost reductions.
See Note 3 - Regulatory Matters and Note 19 - Commitments and Contingencies of
the Combined Notes to Consolidated Financial Statements for additional
information of regulatory and legal proceedings and proposed legislation.
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The following table provides a summary of the change in cash flows from
operating activities for the years ended December 31, 2020 and 2019 by
Registrant:
(Decrease) increase in cash flows
from operating activities             Exelon            Generation           ComEd           PECO           BGE             PHI           Pepco           DPL            ACE
Net income                          $ (1,074)         $      (638)         $ (250)         $ (81)         $ (11)         $   18          $  23          $ (22)         $  13
Adjustments to reconcile net income
to cash:
Non-cash operating activities            273                  328             156            (42)           (33)           (120)          (123)            25             (3)
Pension and non-pension
postretirement benefit
contributions                           (193)                 (80)            (71)            10            (30)            (14)             3              1             (1)
Income taxes                             204                 (116)            (87)            65            127             (41)           (10)           (37)            (3)
Changes in working capital and
other noncurrent assets and
liabilities                           (2,456)              (2,633)            (93)            74             79              42             96             11            (68)
Option premiums paid, net               (110)                (110)              -              -              -               -              -              -              -
Collateral received (posted), net        932                  960             (34)             -              4               -              -              -              -

(Decrease) increase in cash flows $ (2,424) $ (2,289) $ (379) $ 26 $ 136 $ (115) $ (11)

$ (22)         $ (62)
from operating activities


Changes in the Registrants' cash flows from operations were generally consistent
with changes in each Registrant's respective results of operations, as adjusted
by changes in working capital in the normal course of business, except as
discussed below. In addition, significant operating cash flow impacts for the
Registrants for 2020 and 2019 were as follows:
•See Note 24 -Supplemental Financial Information of the Combined Notes to
Consolidated Financial Statements and the Registrants' Consolidated Statement of
Cash Flows for additional information on non-cash operating activity.
•See Note 14 -Income Taxes of the Combined Notes to Consolidated Financial
Statements and the Registrants' Consolidated Statement of Cash Flows for
additional information on income taxes.
•Depending upon whether Generation is in a net mark-to-market liability or asset
position, collateral may be required to be posted with or collected from its
counterparties. In addition, the collateral posting and collection requirements
differ depending on whether the transactions are on an exchange or in the OTC
markets.
•During 2020, Exelon and Generation derecognized approximately $1.2 billion of
accounts receivable. See Note 6 - Accounts Receivable for additional information
on the sales of customer accounts receivable.
Pension and Other Postretirement Benefits
Management considers various factors when making pension funding decisions,
including actuarially determined minimum contribution requirements under ERISA,
contributions required to avoid benefit restrictions and at-risk status as
defined by the Pension Protection Act of 2006 (the Act), management of the
pension obligation, and regulatory implications. The Act requires the attainment
of certain funding levels to avoid benefit restrictions (such as an inability to
pay lump sums or to accrue benefits prospectively), and at-risk status (which
triggers higher minimum contribution requirements and participant notification).
The projected contributions below reflect a funding strategy to make levelized
annual contributions with the objective of achieving 100% funded status on an
ABO basis over time. This level funding strategy helps minimize volatility of
future period required pension contributions. Based on this funding strategy and
current market conditions, which are subject to change, Exelon's estimated
annual qualified pension contributions will be approximately $500 million in
2021. Unlike the qualified pension plans, Exelon's non-qualified pension plans
are not funded, given that they are not subject to statutory minimum
contribution requirements.
While OPEB plans are also not subject to statutory minimum contribution
requirements, Exelon does fund certain of its plans. For Exelon's funded OPEB
plans, contributions generally equal accounting costs, however, Exelon's
management has historically considered several factors in determining the level
of contributions to its OPEB plans, including liabilities management, levels of
benefit claims paid, and regulatory implications (amounts deemed prudent to meet
regulatory expectations and best assure continued rate recovery). The amounts
below include benefit payments related to unfunded plans.
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The following table provides all Registrants' planned contributions to the qualified pension plans, planned benefit payments to non-qualified pension plans, and planned contributions to OPEB plans in 2021:


                     Qualified Pension Plans       Non-Qualified Pension Plans       OPEB
       Exelon       $                    505      $                         51      $ 75
       Generation                        196                                27        24
       ComEd                             170                                 2        23
       PECO                               14                                 1         -
       BGE                                57                                 1        16

       PHI                                29                                 9         7
       Pepco                               1                                 2         6
       DPL                                 -                                 1         -
       ACE                                 3                                 -         -


To the extent interest rates decline significantly or the pension and OPEB plans
earn less than the expected asset returns, annual pension contribution
requirements in future years could increase. Conversely, to the extent interest
rates increase significantly or the pension and OPEB plans earn greater than the
expected asset returns, annual pension and OPEB contribution requirements in
future years could decrease. Additionally, expected contributions could change
if Exelon changes its pension or OPEB funding strategy.
Cash Flows from Investing Activities (All Registrants)
The following table provides a summary of the change in cash flows from
investing activities for the years ended December 31, 2020 and 2019 by
Registrant:
Increase (decrease) in cash
flows from investing
activities                       Exelon           Generation           ComEd           PECO             BGE             PHI            Pepco           DPL            ACE
Capital expenditures           $  (800)         $        98          $ (302)         $ (208)         $ (102)         $ (249)         $ (147)         $ (76)         $ (26)
Proceeds from NDT fund sales,
net                                (87)                 (87)              -               -               -               -               -              -              -
Acquisitions of assets and
businesses, net                     41                   41               -               -               -               -               -              -              -
Proceeds from sales of assets
and businesses                      (7)                  (6)              -               -               -               -               -              -              -
Changes in intercompany money
pool                                 -                    -               -             136               -               -               -              -              -
Collection of DPP                3,771                3,771               -               -               -               -               -              -              -
Other investing activities           6                    8             (27)              8              (6)             10              (3)            (4)             7
Increase (decrease) in cash
flows from investing           $ 2,924          $     3,825          $ (329)         $  (64)         $ (108)         $ (239)         $ (150)         $ (80)         $ (19)
activities


Significant investing cash flow impacts for the Registrants for 2020 and 2019
were as follows:
•Variances in capital expenditures are primarily due to the timing of cash
expenditures for capital projects. Refer below for additional information on
projected capital expenditure spending.
•Changes in intercompany money pool are driven by short-term borrowing needs.
Refer to more information regarding the intercompany money pool below.
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Capital Expenditure Spending The Registrants most recent estimates of capital expenditures for plant additions and improvements for 2021 are approximately as follows:


              (in millions)      Transmission      Distribution       Gas        Total
              Exelon                       N/A               N/A        N/A    $ 7,775
              Generation                   N/A               N/A        N/A      1,150
              ComEd                  475             1,925              N/A      2,400
              PECO                   175               750           350         1,275
              BGE                    325               450           425         1,200
              PHI                    525             1,100            75         1,700
              Pepco                  250               675              N/A        925
              DPL                    125               225            75           425
              ACE                    150               200              N/A        350


Projected capital expenditures and other investments are subject to periodic
review and revision to reflect changes in economic conditions and other factors.
Generation
Approximately 48% of projected 2021 capital expenditures at Generation are for
the acquisition of nuclear fuel, with the remaining amounts primarily reflecting
additions and upgrades to existing generation facilities (including material
condition improvements during nuclear refueling outages). Generation anticipates
that it will fund capital expenditures with internally generated funds and
borrowings.
Utility Registrants
Projected 2021 capital expenditures at the Utility Registrants are for
continuing projects to maintain and improve operations, including enhancing
reliability and adding capacity to the transmission and distribution systems
such as the Utility Registrants' construction commitments under PJM's RTEP.
The Utility Registrants as transmission owners are subject to NERC compliance
requirements. NERC provides guidance to transmission owners regarding
assessments of transmission lines. The results of these assessments could
require the Utility Registrants to incur incremental capital or operating and
maintenance expenditures to ensure their transmission lines meet NERC standards.
In 2010, NERC provided guidance to transmission owners that recommended the
Utility Registrants perform assessments of their transmission lines. ComEd,
PECO, and BGE submitted their final bi-annual reports to NERC in January 2014.
PECO will be incurring incremental capital expenditures associated with this
guidance following the completion of the assessments. Specific projects and
expenditures are identified as the assessments are completed. PECO's forecasted
2021 capital expenditures above reflect capital spending for remediation to be
completed through 2021. ComEd, BGE, Pepco, DPL, and ACE are complete with their
assessments and do not expect capital expenditures related to this guidance in
2021.
The Utility Registrants anticipate that they will fund their capital
expenditures with a combination of internally generated funds and borrowings and
additional capital contributions from parent.
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Cash Flows from Financing Activities (All Registrants)
The following tables provides a summary of the change in cash flows from
financing activities for the years ended December 31, 2020 and 2019 by
Registrant:
Increase (decrease) in cash
flows from financing activities  Exelon           Generation          ComEd           PECO            BGE            PHI           Pepco           DPL            ACE
Changes in short-term
borrowings, net                 $    5          $       200          $  63          $   -          $ (116)         $ 131          $ (89)         $  34          $ 186
Long-term debt, net                403                 (958)           100             25               -            146            162             35            (53)
Changes in intercompany money
pool                                 -                  385              -             40               -             (3)             -              -              -

Dividends paid on common stock     (84)                   -              9             18             (22)             -            (19)            (2)            10
Distributions to member              -                 (835)             -              -               -            (27)             -              -              -
Contributions from
parent/member                        -                   23            462             60             218             96            102             49            (58)

Other financing activities        (121)                 (19)             3              2               -             (5)            (3)            (1)             -

Increase (decrease) in cash $ 203 $ (1,204) $ 637

$ 145 $ 80 $ 338 $ 153 $ 115

         $  85
flows from financing activities


Significant financing cash flow impacts for the Registrants for 2020 and 2019
were as follows:
•Changes in short-term borrowings, net, is driven by repayments on and issuances
of notes due in less than 365 days. Refer to Note 17 - Debt and Credit
Agreements of the Combined Notes to Consolidated Financial Statements for
additional information on short-term borrowings.
•Long-term debt, net, varies due to debt issuances and redemptions each year.
Refer to debt issuances and redemptions tables below for additional information.
•Changes in intercompany money pool are driven by short-term borrowing needs.
Refer to more information regarding the intercompany money pool below.
•Exelon's ability to pay dividends on its common stock depends on the receipt of
dividends paid by its operating subsidiaries. The payments of dividends to
Exelon by its subsidiaries in turn depend on their results of operations and
cash flows and other items affecting retained earnings. See Note 19 -
Commitments and Contingencies of the Combined Notes to Consolidated Financial
Statements for additional information on dividend restrictions. See below for
quarterly dividends declared.
•For the years ended December 31, 2020 and 2019, other financing activities
primarily consists of debt issuance costs. See debt issuances table below for
additional information on the Registrants' debt issuances.

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Debt Issuances and Redemptions
See Note 17 - Debt and Credit Agreements of the Combined Notes to Consolidated
Financial Statements for additional information of the Registrants' long-term
debt. Debt activity for 2020 and 2019 by Registrant was as follows:
During 2020, the following long-term debt was issued:
    Company                       Type                      Interest Rate                   Maturity                 Amount                Use of Proceeds
Exelon                 Notes                                           4.05  %                April 15, 2030       $ 1,250          Repay existing indebtedness
                                                                                                                                    and for general corporate
                                                                                                                                    purposes.
Exelon                 Notes                                           4.70  %                April 15, 2050              750       Repay existing indebtedness
                                                                                                                                    and for general corporate
                                                                                                                                    purposes.
Generation             Senior Notes                                    3.25  %                  June 1, 2025              900       Repay existing indebtedness
                                                                                                                                    and for general corporate
                                                                                                                                    purposes.
Generation             EGR IV Nonrecourse Debt(a)                LIBOR + 2.75%             December 15, 2027              750       Repay existing indebtedness
                                                                                                                                    and for general corporate
                                                                                                                                    purposes.
Generation             Energy Efficiency Project                       3.95  %             February 28, 2021                3       Funding to install energy
                       Financing(b)                                                                                                 conservation measures for the
                                                                                                                                    Fort Meade project.
Generation             Energy Efficiency Project                       2.53  %                March 31, 2021                3       Funding to install energy
                       Financing(b)                                                                                                 conservation measures for the
                                                                                                                                    Fort AP Hill project.
ComEd                  First Mortgage Bonds,                           2.20  %                 March 1, 2030              350       Repay a portion of outstanding
                       Series 128                                                                                                   commercial paper obligations
                                                                                                                                    and fund other general
                                                                                                                                    corporate purposes.
ComEd                  First Mortgage Bonds,                           3.00  %                 March 1, 2050              650       Repay a portion of outstanding
                       Series 129                                                                                                   commercial paper obligations
                                                                                                                                    and fund other general
                                                                                                                                    corporate purposes.

PECO                   First and Refunding                             2.80  %                 June 15, 2050              350       Funding for general corporate
                       Mortgage Bonds                                                                                               purposes.

BGE                    Senior Notes                                    2.90  %                 June 15, 2050              400       Repay commercial paper
                                                                                                                                    obligations and for general
                                                                                                                                    corporate purposes.
Pepco                  First Mortgage Bonds                            2.53  %             February 25, 2030              150       Repay existing indebtedness
                                                                                                                                    and for general corporate
                                                                                                                                    purposes.
Pepco                  First Mortgage Bonds                            3.28  %            September 23, 2050              150       Repay existing indebtedness
                                                                                                                                    and for general corporate
                                                                                                                                    purposes.
DPL                    First Mortgage Bonds                            2.53  %                  June 9, 2030              100       Repay existing indebtedness
                                                                                                                                    and for general corporate
                                                                                                                                    purposes.
DPL                    Tax-Exempt Bonds(c)                             1.05  %               January 1, 2031               78       Refinance existing
                                                                                                                                    indebtedness.
ACE                    Tax-Exempt First Mortgage                       2.25  %                  June 1, 2029               23       Refinance existing
                       Bonds                                                                                                        indebtedness.
ACE                    First Mortgage Bonds                            3.24  %                  June 9, 2050              100       Repay existing

indebtedness
                                                                                                                                    and for general corporate
                                                                                                                                    purposes.


__________
(a)See Note 17 - Debt and Credit Agreements of the Combined Notes to
Consolidated Financial Statements for additional information of nonrecourse
debt.
(b)For Energy Efficiency Project Financing, the maturity dates represent the
expected date of project completion, upon which the respective customer assumes
the outstanding debt.
(c)The bonds have a 1.05% interest rate through July 2025.



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During 2019, the following long-term debt was issued:


    Company                    Type                   Interest Rate                   Maturity                 Amount                Use of Proceeds
Generation             Energy Efficiency                         3.95  %          February 28, 2021          $     4          Funding to install energy
                       Project Financing(a)                                                                                   conservation measures for the
                                                                                                                              Fort Meade project.
Generation             Energy Efficiency                         3.46  %          February 28, 2021                  39       Funding to install energy
                       Project Financing(a)                                                                                   conservation measures for the
                                                                                                                              Marine Corps. Logistics
                                                                                                                              Project.
Generation             Energy Efficiency                         2.53  %           March 31, 2021                     2       Funding to install energy
                       Project Financing(a)                                                                                   conservation measures for the
                                                                                                                              Fort AP Hill project.
ComEd                  First Mortgage                            4.00  %            March 1, 2049                   400       Repay a portion of ComEd's
                       Bonds, Series 126                                                                                      outstanding commercial paper
                                                                                                                              obligations and fund other
                                                                                                                              general corporate purposes.
ComEd                  First Mortgage                            3.20  %          November 15, 2049                 300       Repay a portion of ComEd's
                       Bonds, Series 127                                                                                      outstanding commercial paper
                                                                                                                              obligations and fund other
                                                                                                                              general corporate purposes.
PECO                   First and Refunding                       3.00  %         September 15, 2049                 325       Repay short-term borrowings
                       Mortgage Bonds                                                                                         and for general corporate
                                                                                                                              purposes.
BGE                    Senior Notes                              3.20  %         September 15, 2049                 400       Repay commercial paper
                                                                                                                              obligations and for general
                                                                                                                              corporate purposes.
Pepco                  First Mortgage Bonds                      3.45  %            June 13, 2029                   150       Repay existing indebtedness
                                                                                                                              and for general corporate
                                                                                                                              purposes.
Pepco                  Unsecured Tax-Exempt                      1.70  %          September 1, 2022                 110       Refinance existing
                       Bonds                                                                                                  indebtedness.
DPL                    First Mortgage Bonds                      4.14  %          December 12, 2049                  75       Repay existing indebtedness
                                                                                                                              and for general corporate
                                                                                                                              purposes.
ACE                    First Mortgage Bonds                      3.50  %            May 21, 2029                    100       Repay existing indebtedness
                                                                                                                              and for general corporate
                                                                                                                              purposes.
ACE                    First Mortgage Bonds                      4.14  %            May 21, 2049                     50       Repay existing indebtedness
                                                                                                                              and for general corporate
                                                                                                                              purposes.


__________
(a)For Energy Efficiency Project Financing, the maturity dates represent the
expected date of project completion, upon which the respective customer assumes
the outstanding debt.















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During 2020, the following long-term debt was retired and/or redeemed:


      Company                            Type                            Interest Rate                     Maturity                 Amount
Exelon                    Notes                                              2.85%                      June 15, 2020             $   900
                          Long-Term Software License
Exelon                    Agreement                                          3.95%                       May 1, 2024                      24
Generation                Senior Notes                                       2.95%                     January 15, 2020             1,000
Generation                Senior Notes                                       4.00%                     October 1, 2020                   550
Generation                Senior Notes(a)                                    5.15%                     December 1, 2020                  550
                                                                                                   December 1, 2025 - June
Generation                Tax-Exempt Bonds                               2.50% - 2.70%                     1, 2036                       412
Generation                EGR IV Nonrecourse Debt(b)                 3 month LIBOR + 3.00%            November 30, 2024                  796
                          Continental Wind Nonrecourse
Generation                Debt(b)                                            6.00%                    February 28, 2033                   33
                          Antelope Valley DOE Nonrecourse
Generation                Debt(b)                                        2.29% - 3.56%                 January 5, 2037                    23
Generation                RPG Nonrecourse Debt(b)                            4.11%                      March 31, 2035                     9
Generation                Energy Efficiency Project Financing                3.71%                    December 31, 2020                    4
Generation                NUKEM                                              3.15%                    September 30, 2020                   3
Generation                SolGen Nonrecourse Debt                            3.93%                    September 30, 2036                   3
Generation                Energy Efficiency Project Financing                4.12%                    November 30, 2020                    1
ComEd                     First Mortgage Bonds                               4.00%                      August 1, 2020                   500
DPL                       Tax-Exempt Bonds                                   5.40%                     February 1, 2031                   78
ACE                       Tax-Exempt First Mortgage Bonds                    4.88%                       June 1, 2029                     23
ACE                       Transition Bonds                                   5.55%                     October 20, 2023                   20


__________
(a)The senior notes are legacy Constellation mirror debt that were previously
held at Exelon and Generation. As part of the 2012 Constellation merger, Exelon
and Generation assumed intercompany loan agreements that mirrored the terms and
amounts of external obligations held by Exelon, resulting in intercompany notes
payable at Generation.
(b)See Note 17 - Debt and Credit Agreements of the Combined Notes to
Consolidated Financial Statements for additional information of nonrecourse
debt.

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During 2019, the following long-term debt was retired and/or redeemed:


    Company                           Type                             Interest Rate                       Maturity                  Amount
                       Long-Term Software License
Exelon                 Agreement                                           3.95%                         May 1, 2024               $    18
                       Antelope Valley DOE Nonrecourse
Generation             Debt(a)                                         2.33% - 3.56%                   January 5, 2037                     23
Generation             Kennett Square Capital Lease                        7.83%                      September 20, 2020                    5
                       Continental Wind Nonrecourse
Generation             Debt(a)                                             6.00%                      February 28, 2033                    32
Generation             Pollution control notes                             2.50%                        March 1, 2019                      23
Generation             RPG Nonrecourse Debt(a)                             4.11%                        March 31, 2035                     10
Generation             Energy Efficiency Project Financing                 3.46%                        April 30, 2019                     39
Generation             EGR IV Nonrecourse Debt(a)                  3 month LIBOR + 3.00%              November 30, 2024                    38
Generation             Hannie Mae, LLC Defense Financing                   4.12%                      November 30, 2019                     1
Generation             Energy Efficiency Project Financing                 3.72%                        July 31, 2019                      25
Generation             NUKEM                                               3.15%                      September 30, 2020                   36
Generation             SolGen Nonrecourse Debt(a)                          3.93%                      September 30, 2036                    6
Generation             Energy Efficiency Project Financing                 4.17%                       October 31, 2019                     1
Generation             Energy Efficiency Project Financing                 3.53%                        March 31, 2020                      1
Generation             Energy Efficiency Project Financing                 4.26%                      September 30, 2019                    1
Generation             Senior Notes                                        5.20%                       October 1, 2019                    600
Generation             Dominion Federal Corp                               3.17%                       October 31, 2019                    18
Generation             Fort Detrick Project Financing                      3.55%                       October 31, 2019                     1
ComEd                  First Mortgage Bonds                                2.15%                       January 15, 2019                   300
Pepco                  Secured Tax-Exempt Bonds                        6.20% - 7.49%                     2021 - 2022                      110
DPL                    Medium Term Notes, Unsecured                        7.61%                       December 2, 2019                    12
ACE                    Transition Bonds                                    5.55%                       October 20, 2023                    18


__________
(a)See Note 17 - Debt and Credit Agreements of the Combined Notes to
Consolidated Financial Statements for additional information of nonrecourse
debt.
From time to time and as market conditions warrant, the Registrants may engage
in long-term debt retirements via tender offers, open market repurchases or
other viable options to reduce debt on their respective balance sheets.
Dividends
Quarterly dividends declared by the Exelon Board of Directors during the year
ended December 31, 2020 and for the first quarter of 2021 were as follows:
                                                                                                                                                      

Cash per


            Period                         Declaration Date                Shareholder of Record Date               Dividend Payable Date             

Share(a)


First Quarter 2020                               January 28, 2020                       February 20, 2020                      March 10, 2020       $   

0.3825


Second Quarter 2020                                April 28, 2020                            May 15, 2020                       June 10, 2020       $   

0.3825


Third Quarter 2020                                  July 28, 2020                         August 14, 2020                  September 10, 2020       $   

0.3825


Fourth Quarter 2020                              November 2, 2020                       November 16, 2020                   December 10, 2020       $   

0.3825


First Quarter 2021                              February 21, 2021                           March 8, 2021                      March 15, 2021       $   0.3825


___________
(a)Exelon's Board of Directors approved an updated dividend policy for 2021. The
2021 quarterly dividend will remain the same as the 2020 dividend of $0.3825 per
share.
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Credit Matters (All Registrants)
The Registrants fund liquidity needs for capital investment, working capital,
energy hedging, and other financial commitments through cash flows from
continuing operations, public debt offerings, commercial paper markets, and
large, diversified credit facilities. The credit facilities include $10.6
billion in aggregate total commitments of which $7.7 billion was available to
support additional commercial paper as of December 31, 2020, and of which no
financial institution has more than 7% of the aggregate commitments for the
Registrants. The Registrants had access to the commercial paper markets and had
availability under their revolving credit facilities during 2020 to fund their
short-term liquidity needs, when necessary. The Registrants routinely review the
sufficiency of their liquidity position, including appropriate sizing of credit
facility commitments, by performing various stress test scenarios, such as
commodity price movements, increases in margin-related transactions, changes in
hedging levels, and the impacts of hypothetical credit downgrades. The
Registrants have continued to closely monitor events in the financial markets
and the financial institutions associated with the credit facilities, including
monitoring credit ratings and outlooks, credit default swap levels, capital
raising, and merger activity. See PART I. ITEM 1A. RISK FACTORS for additional
information regarding the effects of uncertainty in the capital and credit
markets.
The Registrants believe their cash flow from operating activities, access to
credit markets, and their credit facilities provide sufficient liquidity. If
Generation lost its investment grade credit rating as of December 31, 2020, it
would have been required to provide incremental collateral of approximately
$1.5 billion to meet collateral obligations for derivatives, non-derivatives,
normal purchases and normal sales contracts, and applicable payables and
receivables, net of the contractual right of offset under master netting
agreements, which is well within the $4.7 billion of available credit capacity
of its revolver.
The following table presents the incremental collateral that each Utility
Registrant would have been required to provide in the event each Utility
Registrant lost its investment grade credit rating at December 31, 2020 and
available credit facility capacity prior to any incremental collateral at
December 31, 2020:
                                                                                             Available Credit
                                                                                            Facility Capacity
                                                                 Other Incremental             Prior to Any
                                       PJM Credit Policy             Collateral                Incremental
                                           Collateral               Required(a)                 Collateral
ComEd                                  $            13          $               -          $             675
PECO                                                 2                         34                        600
BGE                                                 10                         54                        600
Pepco                                                8                          -                        264
DPL                                                  4                          9                        154
ACE                                                  -                          -                        113


__________
(a)Represents incremental collateral related to natural gas procurement
contracts.
Exelon Credit Facilities
Exelon Corporate, ComEd, and BGE meet their short-term liquidity requirements
primarily through the issuance of commercial paper. Generation and PECO meet
their short-term liquidity requirements primarily through the issuance of
commercial paper and borrowings from the Exelon intercompany money pool. Pepco,
DPL, and ACE meet their short-term liquidity requirements primarily through the
issuance of commercial paper and borrowings from the PHI intercompany money
pool. PHI Corporate meets its short-term liquidity requirements primarily
through the issuance of short-term notes and the Exelon intercompany money pool.
The Registrants may use their respective credit facilities for general corporate
purposes, including meeting short-term funding requirements and the issuance of
letters of credit.
See Note 17 - Debt and Credit Agreements of the Combined Notes to Consolidated
Financial Statements for additional information of the Registrants' credit
facilities and short term borrowing activity.
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Capital Structure
At December 31, 2020, the capital structures of the Registrants consisted of the
following:
                         Exelon              Generation              ComEd             PECO             BGE              PHI              Pepco             DPL              ACE
Long-term debt               50  %                    27  %             43  %            44  %            47  %            40  %             49  %            48  %            47  %
Long-term debt to
affiliates(a)                 1  %                     1  %              1  %             2  %             -  %             -  %              -  %             -  %             -  %
Common equity                46  %                     -  %             54  %            54  %            53  %             -  %             50  %            48  %            47  %
Member's equity               -  %                    68  %              -  %             -  %             -  %            58  %              -  %             -  %             -  %

Commercial paper and
notes payable                 3  %                     4  %              2  %             -  %             -  %             2  %              1  %             4  %             6  %


__________
(a)Includes approximately $390 million, $205 million, and $184 million owed to
unconsolidated affiliates of Exelon, ComEd, and PECO respectively. These special
purpose entities were created for the sole purposes of issuing mandatorily
redeemable trust preferred securities of ComEd and PECO. See Note 23 - Variable
Interest Entities of the Combined Notes to Consolidated Financial Statements for
additional information regarding the authoritative guidance for VIEs.
Security Ratings
The Registrants' access to the capital markets, including the commercial paper
market, and their respective financing costs in those markets, may depend on the
securities ratings of the entity that is accessing the capital markets.
The Registrants' borrowings are not subject to default or prepayment as a result
of a downgrading of securities, although such a downgrading of a Registrant's
securities could increase fees and interest charges under that Registrant's
credit agreements.
As part of the normal course of business, the Registrants enter into contracts
that contain express provisions or otherwise permit the Registrants and their
counterparties to demand adequate assurance of future performance when there are
reasonable grounds for doing so. In accordance with the contracts and applicable
contracts law, if the Registrants are downgraded by a credit rating agency, it
is possible that a counterparty would attempt to rely on such a downgrade as a
basis for making a demand for adequate assurance of future performance, which
could include the posting of collateral. See Note 16 - Derivative Financial
Instruments of the Combined Notes to Consolidated Financial Statements for
additional information on collateral provisions.
The credit ratings for Exelon Corporate, PECO, BGE, PHI, Pepco, DPL, and ACE did
not change for the twelve months ended December 31, 2020. On November 4, 2020,
S&P revised its assessment of the strategic relationship between Exelon and
Generation and subsequently lowered Generation's senior unsecured debt rating to
'BBB' from 'BBB+'. On July 21, 2020, S&P lowered ComEd's long-term issuer credit
rating from 'A-' to a 'BBB+'. S&P also affirmed the current 'A' rating on
ComEd's senior secured debt and 'A-2' short-term rating, which influences long
and short-term borrowing cost.
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Intercompany Money Pool
To provide an additional short-term borrowing option that will generally be more
favorable to the borrowing participants than the cost of external financing,
both Exelon and PHI operate an intercompany money pool. Maximum amounts
contributed to and borrowed from the money pool by participant and the net
contribution or borrowing as of December 31, 2020, are presented in the
following tables:
                                                                                              As of December 31,
                                             For the Year Ended December 31, 2020                    2020
                                              Maximum                    Maximum                  Contributed
Exelon Intercompany Money Pool              Contributed                 Borrowed                  (Borrowed)
Exelon Corporate                        $           1,364          $              -          $              598
Generation                                            254                      (980)                       (285)
PECO                                                  292                       (40)                        (40)
BSC                                                    25                      (563)                       (312)
PHI Corporate                                           -                       (22)                        (21)
PCI                                                    60                         -                          60


                                                       For the Year Ended December 31, 2020               As of December 31, 2020
                                                         Maximum                    Maximum
PHI Intercompany Money Pool                            Contributed                  Borrowed              Contributed (Borrowed)

Pepco                                             $               166          $           (57)         $                      -
DPL                                                                62                      (95)                                -
ACE                                                                 -                     (133)                                -


Shelf Registration Statements
Exelon, Generation, and the Utility Registrants have a currently effective
combined shelf registration statement unlimited in amount, filed with the SEC,
that will expire in August 2022. The ability of each Registrant to sell
securities off the shelf registration statement or to access the private
placement markets will depend on a number of factors at the time of the proposed
sale, including other required regulatory approvals, as applicable, the current
financial condition of the Registrant, its securities ratings and market
conditions.
Regulatory Authorizations
The Utility Registrants are required to obtain short-term and long-term
financing authority from Federal and State Commissions as follows:
                                                                                   As of December 31, 2020
                                      Short-term Financing Authority(a)                                             Long-term Financing Authority(a)
                          Commission                Expiration Date              Amount                Commission                   Expiration Date              Amount
ComEd(b)                     FERC                  December 31, 2021           $ 2,500                    ICC                      February 1, 2023            $   893
PECO                         FERC                  December 31, 2021             1,500                   PAPUC                     December 31, 2021             1,225
BGE                          FERC                  December 31, 2021               700                   MDPSC                            N/A                    1,100
Pepco                        FERC                  December 31, 2021               500               MDPSC / DCPSC                 December 31, 2022               900
DPL                          FERC                  December 31, 2021               500                MDPSC / DPSC                 December 31, 2022               297
ACE(c)                      NJBPU                  December 31, 2021               350                   NJBPU                     December 31, 2022               600


__________
(a)Generation currently has blanket financing authority it received from FERC in
connection with its market-based rate authority.
(b)As of December 31, 2020, ComEd had $893 million in new money long-term debt
financing authority from the ICC with an expiration date of February 1, 2023. On
January 20, 2021, ComEd received $350 million of long-term debt refinancing
authority from the ICC approved with an effective date of February 1, 2021 and
an expiration date of February 1, 2024.
(c)On December 2, 2020, ACE received approval from the NJBPU for $600 million in
new long-term debt financing authority with an effective date of January 1,
2021.
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Contractual Obligations and Off-Balance Sheet Arrangements
The following tables summarize the Registrants' future estimated cash payments
as of December 31, 2020 under existing contractual obligations, including
payments due by period.
Exelon
                                                                                     Payment due within
                                                                                 2022 -            2024 -              2026
                                              Total             2021              2023              2025            and beyond
Long-term debt(a)                          $ 36,839          $  1,809          $  3,933          $ 3,012          $    28,085
Interest payments on long-term debt(b)       24,486             1,468             2,766            2,592               17,660
Operating leases(c)                           1,213               141               224              193                  655
Purchase power obligations(d)                 1,613               512               823              264                   14
Fuel purchase agreements(e)                   5,667             1,183             1,584            1,237                1,663
Electric supply procurement                   3,170             1,909             1,253                8                    -
Long-term renewable energy and REC
commitments                                   2,238               301               548              437                  952
Other purchase obligations(f)                 9,374             6,673             1,492              440                  769
DC PLUG obligation                              100                30                60               10                    -
SNF obligation                                1,208                 -                 -                -                1,208

Pension contributions(g)                      3,030               505             1,010            1,010                  505
Total contractual obligations              $ 88,938          $ 14,531       

$ 13,693 $ 9,203 $ 51,511

__________


(a)Includes amounts from ComEd and PECO financing trusts.
(b)Interest payments are estimated based on final maturity dates of debt
securities outstanding at December 31, 2020 and do not reflect anticipated
future refinancing, early redemptions, or debt issuances. Variable rate interest
obligations are estimated based on rates as of December 31, 2020. Includes
estimated interest payments due to ComEd and PECO financing trusts.
(c)Capacity payments associated with contracted generation lease agreements are
net of sublease and capacity offsets of $98 million, $55 million, $44 million,
$44 million, $44 million, and $179 million for 2021, 2022, 2023, 2024, 2025, and
thereafter, respectively and $464 million in total.
(d)Purchase power obligations primarily include expected payments for REC
purchases and payments associated with contracted generation agreements, which
may be reduced based on plant availability. Expected payments exclude payments
on renewable generation contracts that are contingent in nature.
(e)Represents commitments to purchase nuclear fuel, natural gas and related
transportation, storage capacity, and services, including those related to CENG.
(f)Represents the future estimated value at December 31, 2020 of the cash flows
associated with all contracts, both cancellable and non-cancellable, entered
into between the Registrants and third-parties for the provision of services and
materials, entered into in the normal course of business not specifically
reflected elsewhere in this table. These estimates are subject to significant
variability from period to period.
(g)These amounts represent Exelon's expected contributions to its qualified
pension plans. Qualified pension contributions for years after 2026 are not
included.

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Generation
                                                                         Payment due within
                                                                      2022 -       2024 -          2026
                                            Total         2021         2023         2025        and beyond
Long-term debt                            $  6,066      $   195      $ 

1,024 $ 900 $ 3,947 Interest payments on long-term debt(a) 3,536 270 474 443

            2,349
Operating leases(b)                            731           47          114          109              461
Purchase power obligations(c)                1,613          512          823          264               14
Fuel purchase agreements(d)                  4,450          928        1,207        1,022            1,293
Other purchase obligations(e)                2,286        1,208          231          155              692
SNF obligation                               1,208            -            -            -            1,208
Total contractual obligations             $ 19,890      $ 3,160      $ 

3,873 $ 2,893 $ 9,964

__________


(a)Interest payments are estimated based on final maturity dates of debt
securities outstanding at December 31, 2020 and do not reflect anticipated
future refinancing, early redemptions, or debt issuances. Variable rate interest
obligations are estimated based on rates as of December 31, 2020.
(b)Capacity payments associated with contracted generation lease agreements are
net of sublease and capacity offsets of $98 million, $55 million, $44 million,
$44 million, $44 million, and $179 million for 2021, 2022, 2023, 2024, 2025, and
thereafter, respectively and $464 million in total.
(c)Purchase power obligations primarily include expected payments for REC
purchases and capacity payments associated with contracted generation
agreements, which may be reduced based on plant availability. Expected payments
exclude payments on renewable generation contracts that are contingent in
nature.
(d)Represents commitments to purchase nuclear fuel, natural gas and related
transportation, storage capacity, and services, including those related to CENG.
(e)Represents the future estimated value at December 31, 2020 of the cash flows
associated with all contracts, both cancellable and non-cancellable, entered
into between Generation and third-parties for the provision of services and
materials, entered into in the normal course of business not specifically
reflected elsewhere in this table. These estimates are subject to significant
variability from period to period.

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ComEd
                                                                                  Payment due within
                                                                              2022 -           2024 -              2026
                                            Total             2021             2023             2025            and beyond
Long-term debt(a)                        $  9,284          $   350          $     -          $   250          $     8,684
Interest payments on long-term debt(b)      7,207              360              720              711                5,416
Operating leases                                8                3                3                2                    -
Electric supply procurement                   600              388              212                -                    -
Long-term renewable energy and REC
commitments                                 1,953              269              485              384                  815
Other purchase obligations(c)               1,524            1,397               74               35                   18
ZEC commitments                             1,127              176              351              351                  249
Total contractual obligations            $ 21,703          $ 2,943          

$ 1,845 $ 1,733 $ 15,182

__________


(a)Includes amounts from ComEd financing trust.
(b)Interest payments are estimated based on final maturity dates of debt
securities outstanding at December 31, 2020 and do not reflect anticipated
future refinancing, early redemptions, or debt issuances. Includes estimated
interest payments due to the ComEd financing trust.
(c)Represents the future estimated value at December 31, 2020 of the cash flows
associated with all contracts, both cancellable and non-cancellable, entered
into between ComEd and third-parties for the provision of services and
materials, entered into in the normal course of business not specifically
reflected elsewhere in this table. These estimates are subject to significant
variability from period to period.
PECO
                                                                        Payment due within
                                                                      2022 -       2024 -         2026
                                             Total        2021         2023         2025       and beyond
 Long-term debt(a)                         $ 3,984      $   300      $  

400 $ 350 $ 2,934

Interest payments on long-term debt(b) 2,867 146 280 271

            2,170
 Operating leases                                1            1            -           -                -
 Fuel purchase agreements(c)                   405          138          183          41               43
 Electric supply procurement                   536          431          105           -                -
 Other purchase obligations(d)                 898          813           66          19                -
 Total contractual obligations             $ 8,691      $ 1,829      $ 

1,034 $ 681 $ 5,147

__________


(a)Includes amounts from PECO financing trusts.
(b)Interest payments are estimated based on final maturity dates of debt
securities outstanding at December 31, 2020 and do not reflect anticipated
future refinancing, early redemptions, or debt issuances. Includes estimated
interest payments due to the PECO financing trusts.
(c)Represents commitments to purchase natural gas and related transportation,
storage capacity, and services.
(d)Represents the future estimated value at December 31, 2020 of the cash flows
associated with all contracts, both cancellable and non-cancellable, entered
into between PECO and third-parties for the provision of services and materials,
entered into in the normal course of business not specifically reflected
elsewhere in this table. These estimates are subject to significant variability
from period to period.
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BGE
                                                                        Payment due within
                                                                      2022 -       2024 -         2026
                                             Total        2021         2023         2025       and beyond
 Long-term debt                            $ 3,700      $   300      $  

550 $ - $ 2,850

Interest payments on long-term debt(a) 2,450 127 240 220

            1,863
 Operating leases                               81           46           17           -               18
 Fuel purchase agreements(b)                   517           84          128         109              196
 Electric supply procurement                 1,088          665          423           -                -
 Other purchase obligations(c)               1,372          976          364          26                6
 Total contractual obligations             $ 9,208      $ 2,198      $ 

1,722 $ 355 $ 4,933

__________


(a)Interest payments are estimated based on final maturity dates of debt
securities outstanding at December 31, 2020 and do not reflect anticipated
future refinancing, early redemptions, or debt issuances.
(b)Represents commitments to purchase natural gas and related transportation,
storage capacity, and services.
(c)Represents the future estimated value at December 31, 2020 of the cash flows
associated with all contracts, both cancellable and non-cancellable, entered
into between BGE and third-parties for the provision of services and materials,
entered into in the normal course of business not specifically reflected
elsewhere in this table. These estimates are subject to significant variability
from period to period.
PHI
                                                                                  Payment due within
                                                                              2022 -           2024 -              2026
                                            Total             2021             2023             2025            and beyond
Long-term debt                           $  6,443          $   339          $   809          $   700          $     4,595
Interest payments on long-term debt(a)      4,135              266              517              447                2,905
Finance leases                                 53                8               16               16                   13
Operating leases                              306               40               77               69                  120
Fuel purchase agreements(b)                   295               33               66               65                  131
Electric supply procurement                 1,791            1,051              732                8                    -
Long-term renewable energy and REC
commitments                                   285               32               63               53                  137
Other purchase obligations(c)               1,767            1,362              341               48                   16
DC PLUG obligation                            100               30               60               10                    -
Total contractual obligations            $ 15,175          $ 3,161          

$ 2,681 $ 1,416 $ 7,917

__________


(a)Interest payments are estimated based on final maturity dates of debt
securities outstanding at December 31, 2020 and do not reflect anticipated
future refinancing, early redemptions, or debt issuances. Variable rate interest
obligations are estimated based on rates as of December 31, 2020.
(b)Represents commitments to purchase natural gas and related transportation,
storage capacity, and services.
(c)Represents the future estimated value at December 31, 2020 of the cash flows
associated with all contracts, both cancellable and non-cancellable, entered
into between Pepco, DPL, ACE, and PHISCO and third-parties for the provision of
services and materials, entered into in the normal course of business not
specifically reflected elsewhere in this table. These estimates are subject to
significant variability from period to period.
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Pepco
                                                                        Payment due within
                                                                      2022 -       2024 -         2026
                                             Total        2021         2023         2025       and beyond
 Long-term debt                            $ 3,185      $     -      $  

309 $ 400 $ 2,476


 Interest payments on long-term debt(a)      2,429          147          281         251            1,750
 Finance leases                                 18            3            6           6                3
 Operating leases                               63            8           15          12               28
 Electric supply procurement                   754          432          314           8                -
 Other purchase obligations(b)               1,034          748          243          32               11
 DC PLUG obligation                            100           30           60          10                -
 Total contractual obligations             $ 7,583      $ 1,368      $ 

1,228 $ 719 $ 4,268

__________


(a)Interest payments are estimated based on final maturity dates of debt
securities outstanding at December 31, 2020 and do not reflect anticipated
future refinancing, early redemptions, or debt issuances.
(b)Represents the future estimated value at December 31, 2020 of the cash flows
associated with all contracts, both cancellable and non-cancellable, entered
into between Pepco and third-parties for the provision of services and
materials, entered into in the normal course of business not specifically
reflected elsewhere in this table. These estimates are subject to significant
variability from period to period.
DPL
                                                                                   Payment due within
                                                                              2022 -           2024 -               2026
                                            Total             2021             2023             2025             and beyond
Long-term debt                           $  1,666          $    79          $   500          $      -          $     1,087
Interest payments on long-term debt(a)      1,016               59              116                82                  759
Finance leases                                 21                3                6                 6                    6
Operating leases                               80               11               19                15                   35
Fuel purchase agreements(b)                   295               33               66                65                  131
Electric supply procurement                   469              290              179                 -                    -
Long-term renewable energy and
associated REC commitments                    285               32               63                53                  137
Other purchase obligations(c)                 419              349               63                 7                    -
Total contractual obligations            $  4,251          $   856          

$ 1,012 $ 228 $ 2,155

__________


(a)Interest payments are estimated based on final maturity dates of debt
securities outstanding at December 31, 2020 and do not reflect anticipated
future refinancing, early redemptions, or debt issuances. Variable rate interest
obligations are estimated based on rates as of December 31, 2020.
(b)Represents commitments to purchase natural gas and related transportation,
storage capacity, and services.
(c)Represents the future estimated value at December 31, 2020 of the cash flows
associated with all contracts, both cancellable and non-cancellable, entered
into between DPL and third-parties for the provision of services and materials,
entered into in the normal course of business not specifically reflected
elsewhere in this table. These estimates are subject to significant variability
from period to period.
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ACE
                                                                         Payment due within
                                                                      2022 -      2024 -         2026
                                               Total       2021        2023        2025       and beyond
   Long-term debt                            $ 1,407      $ 259      $    -      $  300      $       848
   Interest payments on long-term debt (a)       527         46          92          86              303
   Finance leases                                 14          2           4           4                4
   Operating leases                               16          5           7           4                -
   Electric supply procurement                   568        329         239           -                -
   Other purchase obligations(b)                 267        236          25           6                -
   Total contractual obligations             $ 2,799      $ 877      $  367      $  400      $     1,155

__________


(a)Interest payments are estimated based on final maturity dates of debt
securities outstanding at December 31, 2020 and do not reflect anticipated
future refinancing, early redemptions, or debt issuances.
(b)Represents the future estimated value at December 31, 2020 of the cash flows
associated with all contracts, both cancellable and non-cancellable, entered
into between ACE and third-parties for the provision of services and materials,
entered into in the normal course of business not specifically reflected
elsewhere in this table. These estimates are subject to significant variability
from period to period.
See Note 19 - Commitments and Contingencies and Note 3 - Regulatory Matters of
the Combined Notes to Consolidated Financial Statements for additional
information of the Registrants' other commitments potentially triggered by
future events. Additionally, see below for where to find additional information
regarding certain contractual obligations in the Combined Notes to the
Consolidated Financial Statements:
                                      Location within Notes to the Consolidated Financial
Item                                  Statements
Long-term debt                        Note 17 - Debt and Credit Agreements
Interest payments on long-term debt   Note 17 - Debt and Credit Agreements
Finance leases                        Note 11 - Leases
Operating leases                      Note 11 - Leases
SNF obligation                        Note 19 - Commitments and Contingencies
REC commitments                       Note 3 - Regulatory Matters
ZEC commitments                       Note 3 - Regulatory Matters
DC PLUG obligation                    Note 3 - Regulatory Matters
Pension contributions                 Note 15 - Retirement Benefits


Sales of Customer Accounts Receivable
On April 8, 2020, Generation entered into an accounts receivable financing
facility with a number of financial institutions and a commercial paper conduit
to sell certain receivables, which expires on April 7, 2021 unless renewed by
the mutual consent of the parties in accordance with its terms. The facility
allows Generation to obtain financing at lower cost and diversify its sources of
liquidity. See Note 6 - Accounts Receivable of the Combined Notes to
Consolidated Financial Statements for additional information.

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