Exelon 10-K 2018-12-31

10-K 1 exc-20181231x10k.htm FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2018

or

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number		Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number		IRS Employer Identification Number
1-16169		EXELON CORPORATION		23-2990190
		(a Pennsylvania corporation) 10 South Dearborn Street P.O. Box 805379 Chicago, Illinois 60680-5379 (800) 483-3220
333-85496		EXELON GENERATION COMPANY, LLC		23-3064219
		(a Pennsylvania limited liability company) 300 Exelon Way Kennett Square, Pennsylvania 19348-2473 (610) 765-5959
1-1839		COMMONWEALTH EDISON COMPANY		36-0938600
		(an Illinois corporation) 440 South LaSalle Street Chicago, Illinois 60605-1028 (312) 394-4321
000-16844		PECO ENERGY COMPANY		23-0970240
		(a Pennsylvania corporation) P.O. Box 8699 2301 Market Street Philadelphia, Pennsylvania 19101-8699 (215) 841-4000
1-1910		BALTIMORE GAS AND ELECTRIC COMPANY		52-0280210
		(a Maryland corporation) 2 Center Plaza 110 West Fayette Street Baltimore, Maryland 21201-3708 (410) 234-5000
001-31403		PEPCO HOLDINGS LLC		52-2297449
		(a Delaware limited liability company) 701 Ninth Street, N.W. Washington, District of Columbia 20068 (202) 872-2000
001-01072		POTOMAC ELECTRIC POWER COMPANY		53-0127880
		(a District of Columbia and Virginia corporation) 701 Ninth Street, N.W. Washington, District of Columbia 20068 (202) 872-2000
001-01405		DELMARVA POWER & LIGHT COMPANY		51-0084283
		(a Delaware and Virginia corporation) 500 North Wakefield Drive Newark, Delaware 19702 (202) 872-2000
001-03559		ATLANTIC CITY ELECTRIC COMPANY		21-0398280
		(a New Jersey corporation) 500 North Wakefield Drive Newark, Delaware 19702 (202) 872-2000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Name of Each Exchange on Which Registered
EXELON CORPORATION:
Common Stock, without par value		New York and Chicago
Series A Junior Subordinated Debentures		New York
Corporate Units		New York
PECO ENERGY COMPANY:
Trust Receipts of PECO Energy Capital Trust III, each representing a 7.38% Cumulative Preferred Security, Series D, $25 stated value, issued by PECO Energy Capital, L.P. and unconditionally guaranteed by PECO Energy Company		New York

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class
COMMONWEALTH EDISON COMPANY:
Common Stock Purchase Warrants, 1971 Warrants and Series B Warrants
POTOMAC ELECTRIC POWER COMPANY:
Common Stock, $0.01 par value
DELMARVA POWER & LIGHT COMPANY:
Common Stock, $2.25 par value
ATLANTIC CITY ELECTRIC COMPANY:
Common Stock, $3.00 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Exelon Corporation	Yes x		No o
Exelon Generation Company, LLC	Yes x		No o
Commonwealth Edison Company	Yes x		No o
PECO Energy Company	Yes x		No o
Baltimore Gas and Electric Company	Yes x		No o
Pepco Holdings LLC	Yes x		No o
Potomac Electric Power Company	Yes o		No x
Delmarva Power & Light Company	Yes o		No x
Atlantic City Electric Company	Yes o		No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Exelon Corporation	Yes o		No x
Exelon Generation Company, LLC	Yes o		No x
Commonwealth Edison Company	Yes o		No x
PECO Energy Company	Yes o		No x
Baltimore Gas and Electric Company	Yes o		No x
Pepco Holdings LLC	Yes o		No x
Potomac Electric Power Company	Yes o		No x
Delmarva Power & Light Company	Yes o		No x
Atlantic City Electric Company	Yes o		No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

	Large Accelerated Filer		Accelerated Filer		Non-accelerated Filer		Smaller Reporting Company		Emerging Growth Company
Exelon Corporation	x
Exelon Generation Company, LLC					x
Commonwealth Edison Company					x
PECO Energy Company					x
Baltimore Gas and Electric Company					x
Pepco Holdings LLC					x
Potomac Electric Power Company					x
Delmarva Power & Light Company					x
Atlantic City Electric Company					x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The estimated aggregate market value of the voting and non-voting common equity held by nonaffiliates of each registrant as of June 30, 2018 was as follows:

Exelon Corporation Common Stock, without par value		$41,118,095,431
Exelon Generation Company, LLC		Not applicable
Commonwealth Edison Company Common Stock, $12.50 par value		No established market
PECO Energy Company Common Stock, without par value		None
Baltimore Gas and Electric Company, without par value		None
Pepco Holdings LLC		Not applicable
Potomac Electric Power Company		None
Delmarva Power & Light Company		None
Atlantic City Electric Company		None

The number of shares outstanding of each registrant’s common stock as of January 31, 2019 was as follows:

Exelon Corporation Common Stock, without par value		969,745,933
Exelon Generation Company, LLC		Not applicable
Commonwealth Edison Company Common Stock, $12.50 par value		127,021,331
PECO Energy Company Common Stock, without par value		170,478,507
Baltimore Gas and Electric Company Common Stock, without par value		1,000
Pepco Holdings LLC		Not applicable
Potomac Electric Power Company Common Stock, $0.01 par value		100
Delmarva Power & Light Company Common Stock, $2.25 par value		1,000
Atlantic City Electric Company Common Stock, $3.00 par value		8,546,017

Documents Incorporated by Reference

Portions of the Exelon Proxy Statement for the 2019 Annual Meeting of

Shareholders and the Commonwealth Edison Company 2019 Information Statement are

incorporated by reference in Part III.

Exelon Generation Company, LLC, PECO Energy Company, Baltimore Gas and Electric Company, Pepco Holdings LLC, Potomac Electric Power Company, Delmarva Power & Light Company and Atlantic City Electric Company meet the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and are therefore filing this Form in the reduced disclosure format.

TABLE OF CONTENTS

		Page No.
GLOSSARY OF TERMS AND ABBREVIATIONS		1
FILING FORMAT		6
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION		6
WHERE TO FIND MORE INFORMATION		6
PART I
ITEM 1.	BUSINESS	7
	General	7
	Exelon Generation Company, LLC	8
	Utility Operations	17
	Employees	21
	Environmental Regulation	21
	Executive Officers of the Registrants	26
ITEM 1A.	RISK FACTORS	31
ITEM 1B.	UNRESOLVED STAFF COMMENTS	49
ITEM 2.	PROPERTIES	50
	Exelon Generation Company, LLC	50
	Commonwealth Edison Company	55
	PECO Energy Company	55
	Baltimore Gas and Electric Company	56
	Potomac Electric Power Company	57
	Delmarva Power & Light Company	58
	Atlantic City Electric Company	59
ITEM 3.	LEGAL PROCEEDINGS	60
ITEM 4.	MINE SAFETY DISCLOSURES	60
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	61
ITEM 6.	SELECTED FINANCIAL DATA	65
	Exelon Corporation	65
	Exelon Generation Company, LLC	66
	Commonwealth Edison Company	66
	PECO Energy Company	67
	Baltimore Gas and Electric Company	68
	Pepco Holdings LLC	68
	Potomac Electric Power Company	69
	Delmarva Power & Light Company	70
	Atlantic City Electric Company	70

		Page No.
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	72
	Exelon Corporation	72
	Executive Overview	72
	Financial Results of Operations	73
	Significant 2018 Transactions and Recent Developments	78
	Exelon's Strategy and Outlook for 2019 and Beyond	83
	Liquidity Considerations	85
	Other Key Business Drivers and Management Strategies	85
	Critical Accounting Policies and Estimates	91
	Results of Operations	102
	Exelon Generation Company, LLC	103
	Commonwealth Edison Company	111
	PECO Energy Company	115
	Baltimore Gas and Electric Company	119
	Pepco Holdings LLC	122
	Potomac Electric Power Company	124
	Delmarva Power & Light Company	128
	Atlantic City Electric Company	133
	Liquidity and Capital Resources	136
	Contractual Obligations and Off-Balance Sheet Arrangements	156
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	163
	Exelon Corporation	163
	Exelon Generation Company, LLC	171
	Commonwealth Edison Company	173
	PECO Energy Company	175
	Baltimore Gas and Electric Company	177
	Pepco Holdings LLC	179
	Potomac Electric Power Company	181
	Delmarva Power & Light Company	183
	Atlantic City Electric Company	185

		Page No.
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	187
	Exelon Corporation	212
	Exelon Generation Company, LLC	217
	Commonwealth Edison Company	222
	PECO Energy Company	227
	Baltimore Gas and Electric Company	232
	Pepco Holdings LLC	237
	Potomac Electric Power Company	242
	Delmarva Power & Light Company	247
	Atlantic City Electric Company	252
	Combined Notes to Consolidated Financial Statements	257
	1. Significant Accounting Policies	258
	2. Variable Interest Entities	272
	3. Revenue from Contracts with Customers	279
	4. Regulatory Matters	283
	5. Mergers, Acquisitions and Dispositions	302
	6. Property, Plant and Equipment	309
	7. Impairment of Long-Lived Assets and Intangibles	315
	8. Early Plant Retirements	317
	9. Jointly Owned Electric Utility Plant	321
	10. Intangible Assets	322
	11. Fair Value of Financial Assets and Liabilities	326
	12. Derivative Financial Instruments	347
	13. Debt and Credit Agreements	360
	14. Income Taxes	374
	15. Asset Retirement Obligations	387
	16. Retirement Benefits	392
	17. Severance	410
	18. Shareholders' Equity	412
	19. Stock-Based Compensation Plans	413
	20. Earnings Per Share	418
	21. Changes in Accumulated Other Comprehensive Income	419
	22. Commitments and Contingencies	423
	23. Supplemental Financial Information	436
	24. Segment Information	450
	25. Related Party Transactions	463
	26. Quarterly Data	475
	27. Subsequent Events	478
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	479
ITEM 9A.	CONTROLS AND PROCEDURES	479
ITEM 9B.	OTHER INFORMATION	479

		Page No.
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	480
ITEM 11.	EXECUTIVE COMPENSATION	481
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	482
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	483
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	484
PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	485
ITEM 16.	FORM 10-K SUMMARY	541
SIGNATURES		542
	Exelon Corporation	542
	Exelon Generation Company, LLC	543
	Commonwealth Edison Company	544
	PECO Energy Company	545
	Baltimore Gas and Electric Company	546
	Pepco Holdings LLC	547
	Potomac Electric Power Company	548
	Delmarva Power & Light Company	549
	Atlantic City Electric Company	550

GLOSSARY OF TERMS AND ABBREVIATIONS
Exelon Corporation and Related Entities
Exelon		Exelon Corporation
Generation		Exelon Generation Company, LLC
ComEd		Commonwealth Edison Company
PECO		PECO Energy Company
BGE		Baltimore Gas and Electric Company
Pepco Holdings or PHI		Pepco Holdings LLC (formerly Pepco Holdings, Inc.)
Pepco		Potomac Electric Power Company
DPL		Delmarva Power & Light Company
ACE		Atlantic City Electric Company
Registrants		Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE, collectively
Utility Registrants		ComEd, PECO, BGE, Pepco, DPL and ACE, collectively
Legacy PHI		PHI, Pepco, DPL, ACE, PES and PCI collectively
ACE Funding or ATF		Atlantic City Electric Transition Funding LLC
Antelope Valley		Antelope Valley Solar Ranch One
BondCo		RSB BondCo LLC
BSC		Exelon Business Services Company, LLC
CENG		Constellation Energy Nuclear Group, LLC
Constellation		Constellation Energy Group, Inc.
EEDC		Exelon Energy Delivery Company, LLC
EGR IV		ExGen Renewables IV, LLC
EGRP		ExGen Renewables Partners, LLC
EGTP		ExGen Texas Power, LLC
Entergy		Entergy Nuclear FitzPatrick, LLC
Exelon Corporate		Exelon in its corporate capacity as a holding company
Exelon Transmission Company		Exelon Transmission Company, LLC
Exelon Wind		Exelon Wind, LLC and Exelon Generation Acquisition Company, LLC
FitzPatrick		James A. FitzPatrick nuclear generating station
PCI		Potomac Capital Investment Corporation and its subsidiaries
PEC L.P.		PECO Energy Capital, L.P.
PECO Trust III		PECO Capital Trust III
PECO Trust IV		PECO Energy Capital Trust IV
Pepco Energy Services or PES		Pepco Energy Services, Inc. and its subsidiaries
PHI Corporate		PHI in its corporate capacity as a holding company
PHISCO		PHI Service Company
RPG		Renewable Power Generation
SolGen		SolGen, LLC
TMI		Three Mile Island nuclear facility
UII		Unicom Investments, Inc.

GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
AEC		Alternative Energy Credit that is issued for each megawatt hour of generation from a qualified alternative energy source
AESO		Alberta Electric Systems Operator
AFUDC		Allowance for Funds Used During Construction
AGE		Albany Green Energy Project
AMI		Advanced Metering Infrastructure
AMP		Advanced Metering Program
AOCI		Accumulated Other Comprehensive Income
ARC		Asset Retirement Cost
ARO		Asset Retirement Obligation
ARP		Alternative Revenue Program
ASA		Asset Sale Agreement
BGS		Basic Generation Service
CAISO		California ISO
CAP		Customer Assistance Program
CCGTs		Combined-Cycle gas turbines
CERCLA		Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended
CES		Clean Energy Standard
Clean Air Act		Clean Air Act of 1963, as amended
Clean Water Act		Federal Water Pollution Control Amendments of 1972, as amended
Conectiv		Conectiv, LLC, a wholly owned subsidiary of PHI and the parent of DPL and ACE during the Predecessor periods
Conectiv Energy		Conectiv Energy Holdings, Inc. and substantially all of its subsidiaries, which were sold to Calpine in July 2010
ConEdison Solutions		The competitive retail electricity and natural gas business of Consolidated Edison Solutions, Inc., a subsidiary of Consolidated Edison, Inc
CSAPR		Cross-State Air Pollution Rule
CTA		Consolidated tax adjustment
D.C. Circuit Court		United States Court of Appeals for the District of Columbia Circuit
DC PLUG		District of Columbia Power Line Undergrounding Initiative
DCPSC		District of Columbia Public Service Commission
DDOT		District Department of Transportation
DOE		United States Department of Energy
DOEE		Department of Energy & Environment
DOJ		United States Department of Justice
DPSC		Delaware Public Service Commission
DSP		Default Service Provider
DSP Program		Default Service Provider Program
EDF		Electricite de France SA and its subsidiaries
EIMA		Energy Infrastructure Modernization Act (Illinois Senate Bill 1652 and Illinois House Bill 3036)
EmPower		A Maryland demand-side management program for Pepco and DPL
EPA		United States Environmental Protection Agency

GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
EPSA		Electric Power Supply Association
ERCOT		Electric Reliability Council of Texas
ERISA		Employee Retirement Income Security Act of 1974, as amended
EROA		Expected Rate of Return on Assets
FASB		Financial Accounting Standards Board
FEJA		Illinois Public Act 99-0906 or Future Energy Jobs Act
FERC		Federal Energy Regulatory Commission
FRCC		Florida Reliability Coordinating Council
GAAP		Generally Accepted Accounting Principles in the United States
GCR		Gas Cost Rate
GHG		Greenhouse Gas
GSA		Generation Supply Adjustment
GWh		Gigawatt hour
IBEW		International Brotherhood of Electrical Workers
ICC		Illinois Commerce Commission
ICE		Intercontinental Exchange
IIP		Infrastructure Investment Program
Illinois EPA		Illinois Environmental Protection Agency
Illinois Settlement Legislation		Legislation enacted in 2007 affecting electric utilities in Illinois
Integrys		Integrys Energy Services, Inc.
IPA		Illinois Power Agency
IRC		Internal Revenue Code
IRS		Internal Revenue Service
ISO		Independent System Operator
ISO-NE		ISO New England Inc.
ISO-NY		ISO New York
kV		Kilovolt
kW		Kilowatt
kWh		Kilowatt-hour
LIBOR		London Interbank Offered Rate
LLRW		Low-Level Radioactive Waste
LNG		Liquefied Natural Gas
LTIP		Long-Term Incentive Plan
MAPP		Mid-Atlantic Power Pathway
MATS		U.S. EPA Mercury and Air Toxics Rule
MBR		Market Based Rates Incentive
MDE		Maryland Department of the Environment
MDPSC		Maryland Public Service Commission
MGP		Manufactured Gas Plant
MISO		Midcontinent Independent System Operator, Inc.
mmcf		Million Cubic Feet
Moody’s		Moody’s Investor Service

GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
MOPR		Minimum Offer Price Rule
MRV		Market-Related Value
MW		Megawatt
MWh		Megawatt hour
n.m.		not meaningful
NAAQS		National Ambient Air Quality Standards
NAV		Net Asset Value
NDT		Nuclear Decommissioning Trust
NEIL		Nuclear Electric Insurance Limited
NERC		North American Electric Reliability Corporation
NGS		Natural Gas Supplier
NJBPU		New Jersey Board of Public Utilities
NJDEP		New Jersey Department of Environmental Protection
NLRB		National Labor Relations Board
Non-Regulatory Agreements Units		Nuclear generating units or portions thereof whose decommissioning-related activities are not subject to contractual elimination under regulatory accounting
NOSA		Nuclear Operating Services Agreement
NPDES		National Pollutant Discharge Elimination System
NRC		Nuclear Regulatory Commission
NSPS		New Source Performance Standards
NWPA		Nuclear Waste Policy Act of 1982
NYMEX		New York Mercantile Exchange
NYPSC		New York Public Service Commission
OCI		Other Comprehensive Income
OIESO		Ontario Independent Electricity System Operator
OPC		Office of People’s Counsel
OPEB		Other Postretirement Employee Benefits
PA DEP		Pennsylvania Department of Environmental Protection
PAPUC		Pennsylvania Public Utility Commission
PCB		Polychlorinated Biphenyl
PGC		Purchased Gas Cost Clause
PJM		PJM Interconnection, LLC
POLR		Provider of Last Resort
POR		Purchase of Receivables
PPA		Power Purchase Agreement
Price-Anderson Act		Price-Anderson Nuclear Industries Indemnity Act of 1957
Preferred Stock		Originally issued shares of non-voting, non-convertible and non-transferable Series A preferred stock, par value $0.01 per share
PRP		Potentially Responsible Parties
PSEG		Public Service Enterprise Group Incorporated
PV		Photovoltaic
RCRA		Resource Conservation and Recovery Act of 1976, as amended

GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
REC		Renewable Energy Credit which is issued for each megawatt hour of generation from a qualified renewable energy source
Regulatory Agreement Units		Nuclear generating units or portions thereof whose decommissioning-related activities are subject to contractual elimination under regulatory accounting
RES		Retail Electric Suppliers
RFP		Request for Proposal
Rider		Reconcilable Surcharge Recovery Mechanism
RGGI		Regional Greenhouse Gas Initiative
RMC		Risk Management Committee
RNF		Revenue Net of Purchased Power and Fuel Expense
ROE		Return on equity
RPM		PJM Reliability Pricing Model
RPS		Renewable Energy Portfolio Standards
RSSA		Reliability Support Services Agreement
RTEP		Regional Transmission Expansion Plan
RTO		Regional Transmission Organization
S&P		Standard & Poor’s Ratings Services
SEC		United States Securities and Exchange Commission
SERC		SERC Reliability Corporation (formerly Southeast Electric Reliability Council)
SGIG		Smart Grid Investment Grant from DOE
SILO		Sale-In, Lease-Out
SNF		Spent Nuclear Fuel
SOS		Standard Offer Service
SPFPA		Security, Police and Fire Professionals of America
SPP		Southwest Power Pool
TCJA		Tax Cuts and Jobs Act
Transition Bond Charge		Revenue ACE receives, and pays to ACE Funding, to fund the principal and interest payments on Transition Bonds and related taxes, expenses and fees
Transition Bonds		Transition Bonds issued by ACE Funding
Upstream		Natural gas and oil exploration and production activities
VIE		Variable Interest Entity
WECC		Western Electric Coordinating Council
ZEC		Zero Emission Credit
ZES		Zero Emission Standard

FILING FORMAT

This combined Annual Report on Form 10-K is being filed separately by Exelon Corporation, Exelon Generation Company, LLC, Commonwealth Edison Company, PECO Energy Company, Baltimore Gas and Electric Company, Pepco Holdings LLC, Potomac Electric Power Company, Delmarva Power & Light Company and Atlantic City Electric Company (Registrants). Information contained herein relating to any individual Registrant is filed by such Registrant on its own behalf. No Registrant makes any representation as to information relating to any other Registrant.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from the forward-looking statements made by the Registrants include those factors discussed herein, including those factors discussed with respect to the Registrants discussed in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 22, Commitments and Contingencies; and (d) other factors discussed in filings with the SEC by the Registrants. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Report. None of the Registrants undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Report.

WHERE TO FIND MORE INFORMATION

The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information that the Registrants file electronically with the SEC. These documents are also available to the public from commercial document retrieval services and the Registrants’ website at www.exeloncorp.com. Information contained on the Registrants’ website shall not be deemed incorporated into, or to be a part of, this Report.

PART I

General

Corporate Structure and Business and Other Information

Exelon, incorporated in Pennsylvania in February 1999, is a utility services holding company engaged, through Generation, in the energy generation business, and through ComEd, PECO, BGE, PHI, Pepco, DPL and ACE in the energy delivery businesses discussed below. Exelon’s principal executive offices are located at 10 South Dearborn Street, Chicago, Illinois 60603.

Name of Registrant		State/Jurisdiction and		Business		Service		Address of Principal
Year of Incorporation	Territories	Executive Offices
Exelon Generation Company, LLC		Pennsylvania (2000)		Generation, physical delivery and marketing of power across multiple geographical regions through its customer-facing business, Constellation, which sells electricity to both wholesale and retail customers. Generation also sells natural gas, renewable energy and other energy-related products and services.		Six reportable segments: Mid-Atlantic, Midwest, New England, New York, ERCOT and Other Power Regions		300 Exelon Way, Kennett Square, Pennsylvania 19348
Commonwealth Edison Company		Illinois (1913)		Purchase and regulated retail sale of electricity		Northern Illinois, including the City of Chicago		440 South LaSalle Street, Chicago, Illinois 60605
				Transmission and distribution of electricity to retail customers
PECO Energy Company		Pennsylvania (1929)		Purchase and regulated retail sale of electricity and natural gas		Southeastern Pennsylvania, including the City of Philadelphia (electricity)		2301 Market Street, Philadelphia, Pennsylvania 19103
				Transmission and distribution of electricity and distribution of natural gas to retail customers		Pennsylvania counties surrounding the City of Philadelphia (natural gas)
Baltimore Gas and Electric Company		Maryland (1906)		Purchase and regulated retail sale of electricity and natural gas		Central Maryland, including the City of Baltimore (electricity and natural gas)		110 West Fayette Street, Baltimore, Maryland 21201
				Transmission and distribution of electricity and distribution of natural gas to retail customers
Pepco Holdings LLC		Delaware (2016)		Utility services holding company engaged, through its reportable segments Pepco, DPL and ACE		Service Territories of Pepco, DPL and ACE		701 Ninth Street, N.W., Washington, D.C. 20068
Potomac Electric Power Company		District of Columbia (1896) Virginia (1949)		Purchase and regulated retail sale of electricity		District of Columbia and Major portions of Montgomery and Prince George’s Counties, Maryland		701 Ninth Street, N.W., Washington, D.C. 20068
				Transmission and distribution of electricity to retail customers
Delmarva Power & Light Company		Delaware (1909) Virginia (1979)		Purchase and regulated retail sale of electricity and natural gas		Portions of Delaware and Maryland (electricity)		500 North Wakefield Drive, Newark, Delaware 19702
				Transmission and distribution of electricity and distribution of natural gas to retail customers		Portions of New Castle County, Delaware (natural gas)
Atlantic City Electric Company		New Jersey (1924)		Purchase and regulated retail sale of electricity		Portions of Southern New Jersey		500 North Wakefield Drive, Newark, Delaware 19702
				Transmission and distribution of electricity to retail customers

Business Services

Through its business services subsidiary BSC, Exelon provides its operating subsidiaries with a variety of corporate governance support services including corporate strategy and development, legal, human resources, information technology, finance, real estate, security, corporate communications and supply at cost. The costs of these services are directly charged or allocated to the applicable operating segments. The services are provided pursuant to service agreements. Additionally, the results of Exelon’s corporate operations include interest costs and income from various investment and financing activities.

PHISCO, a wholly owned subsidiary of PHI, provides a variety of support services at cost, including legal, finance, engineering, distribution and transmission planning, asset management, system operations, and power procurement, to PHI and its operating subsidiaries. These services are directly charged or allocated pursuant to service agreements among PHISCO and the participating operating subsidiaries.

Merger with Pepco Holdings, Inc. (Exelon)

On March 23, 2016, Exelon completed the merger contemplated by the Merger Agreement among Exelon, Purple Acquisition Corp., a wholly owned subsidiary of Exelon (Merger Sub) and PHI. As a result of that merger, Merger Sub was merged into PHI (the PHI Merger) with PHI surviving as a wholly owned subsidiary of Exelon and EEDC, a wholly owned subsidiary of Exelon which also owns Exelon's interests in ComEd, PECO and BGE (through a special purpose subsidiary in the case of BGE). Following the completion of the PHI Merger, Exelon and PHI completed a series of internal corporate organization restructuring transactions resulting in the transfer of PHI’s unregulated business interests to Exelon and Generation and the transfer of PHI, Pepco, DPL and ACE to a special purpose subsidiary of EEDC. See Note 5 — Mergers, Acquisitions and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information.

Generation

Generation, one of the largest competitive electric generation companies in the United States as measured by owned and contracted MW, physically delivers and markets power across multiple geographic regions through its customer-facing business, Constellation. Constellation sells electricity and natural gas, including renewable energy, in competitive energy markets to both wholesale and retail customers. Generation leverages its energy generation portfolio to ensure delivery of energy to both wholesale and retail customers under long-term and short-term contracts, and in wholesale power markets. Generation operates in well-developed energy markets and employs an integrated hedging strategy to manage commodity price volatility. Generation's fleet also provides geographic and supply source diversity. Generation’s customers include distribution utilities, municipalities, cooperatives, financial institutions, and commercial, industrial, governmental, and residential customers in competitive markets. Generation’s customer-facing activities foster development and delivery of other innovative energy-related products and services for its customers.

Generation is a public utility under the Federal Power Act and is subject to FERC’s exclusive ratemaking jurisdiction over wholesale sales of electricity and the transmission of electricity in interstate commerce. Under the Federal Power Act, FERC has the authority to grant or deny market-based rates for sales of energy, capacity and ancillary services to ensure that such sales are just and reasonable. FERC’s jurisdiction over ratemaking includes the authority to suspend the market-based rates of utilities and set cost-based rates should FERC find that its previous grant of market-based rates authority is no longer just and reasonable. Other matters subject to FERC jurisdiction include, but are not limited to, third-party financings; review of mergers; dispositions of jurisdictional facilities and acquisitions of securities of another public utility or an existing operational generating facility; affiliate transactions; intercompany financings and cash manage

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Each of the Registrants operates in a market and regulatory environment that poses significant risks, many of which are beyond that Registrant’s control. Management of each Registrant regularly meets with the Chief Risk Officer and the Registrant's Risk Management Committee (RMC), which comprises officers of the Registrant, to identify and evaluate the most significant risks of the Registrant's business and the appropriate steps to manage and mitigate those risks. The Chief Risk Officer and senior executives of the Registrants discuss those risks with the Finance and Risk Committee and Audit Committee of the Exelon Board of Directors and the ComEd, PECO, BGE and PHI Boards of Directors. In addition, the Generation Oversight Committee of the Exelon Board of Directors evaluates risks related to the generation business. The risk factors discussed below could adversely affect one or more of the Registrants’ consolidated financial statements and the market prices of their publicly traded securities. Each of the Registrants has disclosed the known material risks that affect its business at this time. However, there may be further risks and uncertainties that are not presently known or that are not currently believed by a Registrant to be material that could adversely affect its performance or financial condition in the future.

Exelon's consolidated financial statements are affected to a significant degree by: (1) Generation’s position as a predominantly nuclear generator selling power into competitive energy markets with a concentration in select regions

and (2) the role of the Utility Registrants as operators of electric transmission and distribution systems in six of the largest metropolitan areas in the United States. Factors that affect the consolidated financial statements of the Registrants fall primarily under the following categories, all of which are discussed in further detail below:

•

Market and Financial Factors. Exelon’s and Generation’s results of operations are affected by price fluctuations in the energy markets. Power prices are a function of supply and demand, which in turn are driven by factors such as (1) the price of fuels, in particular the price of natural gas, which affects the prices that Generation can obtain for the output of its power plants, (2) the presence of other generation resources in the markets in which Generation’s output is sold, (3) the demand for electricity in the markets where the Registrants conduct their business, (4) the impacts of on-going competition in the retail channel and (5) emerging technologies and business models.

•

Regulatory and Legislative Factors. The regulatory and legislative factors that affect the Registrants include changes to the laws and regulations that govern competitive markets and utility regulatory business model cost recovery, tax policy, zero emission credit programs and environmental policy. In particular, Exelon’s and Generation’s financial performance could be affected by changes in the design of competitive wholesale power markets or Generation’s ability to sell power in those markets. In addition, potential regulation and legislation, including regulation or legislation regarding climate change and renewable portfolio standards (RPS), could have significant effects on the Registrants. Also, returns for the Utility Registrants are influenced significantly by state regulation and regulatory proceedings.

•

Operational Factors. The Registrants’ operational performance is subject to those factors inherent in running the nation’s largest fleet of nuclear power reactors and large electric and gas distribution systems. The safe, secure and effective operation of the nuclear facilities and the ability to effectively manage the associated decommissioning obligations as well as the ability to maintain the availability, reliability, safety and security of its energy delivery systems are fundamental to Exelon’s ability to achieve value-added growth for customers, communities and shareholders. Additionally, the operating costs of the Registrants and the opinions of their customers, regulators and shareholders are affected by those companies’ ability to maintain the reliability, safety and efficiency of their energy delivery systems.

A discussion of each of these risk categories and other risk factors is included below.

Market and Financial Factors

Generation is exposed to depressed prices in the wholesale and retail power markets, which could negatively affect its consolidated financial statements (Exelon and Generation).

Generation is exposed to commodity price risk for the unhedged portion of its electricity generation supply portfolio. Generation’s earnings and cash flows are therefore exposed to variability of spot and forward market prices in the markets in which it operates.

Price of Fuels. The spot market price of electricity for each hour is generally determined by the marginal cost of supplying the next unit of electricity to the market during that hour. Thus, the market price of power is affected by the market price of the marginal fuel used to generate the electricity unit.

Demand and Supply. The market price for electricity is also affected by changes in the demand for electricity and the available supply of electricity. Unfavorable economic conditions, milder than normal weather, and the growth of energy efficiency and demand response programs could each depress demand. In addition, in some markets, the supply of electricity could often exceed demand during some hours of the day, resulting in loss of revenue for base-load generating plants such as Exelon's nuclear plants.

Retail Competition. Generation’s retail operations compete for customers in a competitive environment, which affects the margins that Generation can earn and the volumes that it is able to serve. In periods of sustained low natural gas and power prices and low market volatility, retail competitors can aggressively pursue market share because the barriers to entry can be low and wholesale generators (including Generation) use their retail operations to hedge generation output. Increased or more aggressive competition could adversely affect overall gross margins and profitability in Generation’s retail operations.

Sustained low market prices or depressed demand and over-supply could adversely affect Exelon’s and Generation’s consolidated financial statements and such impacts could be emphasized given Generation’s concentration of base-load electric generating capacity within primarily two geographic market regions, namely the Midwest and the Mid-Atlantic. These impacts could adversely affect Exelon’s and Generation’s ability to fund regulated utility growth for the benefit of customers, reduce debt and provide attractive shareholder returns. In addition, such conditions may no longer support the continued operation of certain generating facilities, which could adversely affect Exelon's and Generation's result of operations through accelerated depreciation expense, impairment charges related to inventory that cannot be used at other nuclear units and cancellation of in-flight capital projects, accelerated amortization of plant specific nuclear fuel costs, severance costs, accelerated asset retirement obligation expense related to future decommissioning activities, and additional funding of decommissioning costs, which can be offset in whole or in part by reduced operating and maintenance expenses. See Note 8 — Early Plant Retirements of the Combined Notes to Consolidated Financial Statements for additional information.

In addition to price fluctuations, Generation is exposed to other risks in the power markets that are beyond its control and could negatively affect its results of operations (Exelon and Generation).

Credit Risk. In the bilateral markets, Generation is exposed to the risk that counterparties that owe

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All Registrants

None.

Generation

The following table describes Generation’s interests in net electric generating capacity by station at December 31, 2018:

Station(a)	Region	Location	No. of Units		Percent Owned(b)		Primary Fuel Type	Primary Dispatch Type(c)	Net Generation Capacity (MW)(d)
Braidwood	Midwest	Braidwood, IL	2				Uranium	Base-load	2,386
Byron	Midwest	Byron, IL	2				Uranium	Base-load	2,347
LaSalle	Midwest	Seneca, IL	2				Uranium	Base-load	2,320
Dresden	Midwest	Morris, IL	2				Uranium	Base-load	1,845
Quad Cities	Midwest	Cordova, IL	2		75		Uranium	Base-load	1,403		(e)
Clinton	Midwest	Clinton, IL	1				Uranium	Base-load	1,069
Michigan Wind 2	Midwest	Sanilac Co., MI	50		51		Wind	Base-load	46		(e)(g)
Beebe	Midwest	Gratiot Co., MI	34		51		Wind	Base-load	42		(e)(h)
Michigan Wind 1	Midwest	Huron Co., MI	46		51		Wind	Base-load	35		(e)(g)
Harvest 2	Midwest	Huron Co., MI	33		51		Wind	Base-load	30		(e)(g)
Harvest	Midwest	Huron Co., MI	32		51		Wind	Base-load	27		(e)(g)
Beebe 1B	Midwest	Gratiot Co., MI	21		51		Wind	Base-load	26		(e)(g)
Ewington	Midwest	Jackson Co., MN	10		99		Wind	Base-load	20		(e)
Marshall	Midwest	Lyon Co., MN	9		99		Wind	Base-load	19		(e)
City Solar	Midwest	Chicago, IL	1				Solar	Base-load	9
Solar Ohio	Midwest	Toledo, OH	2				Solar	Base-load	4
Blue Breezes	Midwest	Faribault Co., MN	2				Wind	Base-load	3
CP Windfarm	Midwest	Faribault Co., MN	2		51		Wind	Base-load	2		(e)(g)
Southeast Chicago	Midwest	Chicago, IL	8				Gas	Peaking	296		(k)
Clinton Battery Storage	Midwest	Blanchester, OH	1				Energy Storage	Peaking	10
Total Midwest									11,939
Limerick	Mid-Atlantic	Sanatoga, PA	2				Uranium	Base-load	2,317
Peach Bottom	Mid-Atlantic	Delta, PA	2		50		Uranium	Base-load	1,324		(e)
Salem	Mid-Atlantic	Lower Alloways Creek Township, NJ	2		42.59		Uranium	Base-load	1,002		(e)
Calvert Cliffs	Mid-Atlantic	Lusby, MD	2		50.01		Uranium	Base-load	895		(e)(f)
Three Mile Island	Mid-Atlantic	Middletown, PA	1				Uranium	Base-load	837		(j)
Conowingo	Mid-Atlantic	Darlington, MD	11				Hydroelectric	Base-load	572
Criterion	Mid-Atlantic	Oakland, MD	28		51		Wind	Base-load	36		(e)(g)

Station(a)	Region	Location	No. of Units		Percent Owned(b)		Primary Fuel Type	Primary Dispatch Type(c)	Net Generation Capacity (MW)(d)
Fair Wind	Mid-Atlantic	Garrett County, MD	12				Wind	Base-load	30
Solar Maryland MC	Mid-Atlantic	Various, MD	40				Solar	Base-load	36
Fourmile	Mid-Atlantic	Garrett County, MD	16		51		Wind	Base-load	20		(e)(g)
Solar New Jersey 1	Mid-Atlantic	Various, NJ	5				Solar	Base-load	18
Solar New Jersey 2	Mid-Atlantic	Various, NJ	2				Solar	Base-load	11
Solar Horizons	Mid-Atlantic	Emmitsburg, MD	1		51		Solar	Base-load	8		(e)(g)
Solar Maryland	Mid-Atlantic	Various, MD	11				Solar	Base-load	8
Solar Maryland 2	Mid-Atlantic	Various, MD	3				Solar	Base-load	8
Constellation New Energy	Mid-Atlantic	Gaithersburg, MD	1				Solar	Base-load	5
Solar Federal	Mid-Atlantic	Trenton, NJ	1				Solar	Base-load	5
Solar New Jersey 3	Mid-Atlantic	Middle Township, NJ	5		51		Solar	Base-load	1		(e)(g)
Solar DC	Mid-Atlantic	District of Columbia	1				Solar	Base-load	1
Muddy Run	Mid-Atlantic	Drumore, PA	8				Hydroelectric	Intermediate	1,070
Eddystone 3, 4	Mid-Atlantic	Eddystone, PA	2				Oil/Gas	Intermediate	760
Perryman	Mid-Atlantic	Aberdeen, MD	5				Oil/Gas	Peaking	404
Croydon	Mid-Atlantic	West Bristol, PA	8				Oil	Peaking	391
Handsome Lake	Mid-Atlantic	Kennerdell, PA	5				Gas	Peaking	268
Notch Cliff	Mid-Atlantic	Baltimore, MD	8				Gas	Peaking	117		(k)
Westport	Mid-Atlantic	Baltimore, MD	1				Gas	Peaking	116		(k)
Richmond	Mid-Atlantic	Philadelphia, PA	2				Oil	Peaking	98
Gould Street	Mid-Atlantic	Baltimore, MD	1				Gas	Peaking	97		(k)
Philadelphia Road	Mid-Atlantic	Baltimore, MD	4				Oil	Peaking	61
Eddystone	Mid-Atlantic	Eddystone, PA	4				Oil	Peaking	60
Fairless Hills	Mid-Atlantic	Fairless Hills, PA	2				Landfill Gas	Peaking	60		(k)
Delaware	Mid-Atlantic	Philadelphia, PA	4				Oil	Peaking	56

Station(a)	Region	Location	No. of Units		Percent Owned(b)		Primary Fuel Type	Primary Dispatch Type(c)	Net Generation Capacity (MW)(d)
Southwark	Mid-Atlantic	Philadelphia, PA	4				Oil	Peaking	52
Falls	Mid-Atlantic	Morrisville, PA	3				Oil	Peaking	51
Moser	Mid-Atlantic	Lower PottsgroveTwp., PA	3				Oil	Peaking	51
Riverside	Mid-Atlantic	Baltimore, MD	2				Oil	Peaking	39		(k)(l)
Chester	Mid-Atlantic	Chester, PA	3				Oil	Peaking	39
Schuylkill	Mid-Atlantic	Philadelphia, PA	2				Oil	Peaking	30
Salem	Mid-Atlantic	Lower Alloways Creek Township, NJ	1		42.59		Oil	Peaking	16		(e)
Pennsbury	Mid-Atlantic	Morrisville, PA	2				Landfill Gas	Peaking	4		(e)
Bethlehem	Mid-Atlantic	Bethlehem, PA	1				Landfill Gas	Peaking	4		(k)
Eastern	Mid-Atlantic	Bethlehem, PA	3				Landfill Gas	Peaking	4		(k)
Total Mid-Atlantic									10,982
Whitetail	ERCOT	Webb County, TX	57		51		Wind	Base-load	46		(e)(g)
Sendero	ERCOT	Jim Hogg and Zapata County, TX	39		51		Wind	Base-load	40		(e)(g)
Constellation Solar Texas	Other	Various, TX	11				Solar	Base-load	13
Colorado Bend II	ERCOT	Wharton, TX	3				Gas	Intermediate	1,088
Wolf Hollow II	ERCOT	Granbury, TX	3				Gas	Intermediate	1,064
Handley 3	ERCOT	Fort Worth, TX	1				Gas	Intermediate	395
Handley 4, 5	ERCOT	Fort Worth, TX	2				Gas	Peaking	870
Total ERCOT									3,516
Solar Massachusetts	New England	Various, MA	10				Solar	Base-load	7
Holyoke Solar	New England	Various, MA	2				Solar	Base-load	5
Solar Net Metering	New England	Uxbridge, MA	1				Solar	Base-load	2
Solar Connecticut	New England	Various, CT	1				Solar	Base-load	1
Mystic 8, 9	New England	Charlestown, MA	6				Gas	Intermediate	1,417
Mystic 7	New England	Charlestown, MA	1				Oil/Gas	Intermediate	573		(m)
Wyman	New England	Yarmouth, ME	1		5.9		Oil	Intermediate	35		(e)
West Medway	New England	West Medway, MA	3				Oil	Peaking	123

Station(a)	Region	Location	No. of Units		Percent Owned(b)		Primary Fuel Type	Primary Dispatch Type(c)	Net Generation Capacity (MW)(d)
Framingham	New England	Framingham, MA	3				Oil	Peaking	31
Mystic Jet	New England	Charlestown, MA	1				Oil	Peaking	9		(m)
Total New England									2,203
Nine Mile Point	New York	Scriba, NY	2		50.01		Uranium	Base-load	838		(e)(f)
FitzPatrick	New York	Scriba, NY	1				Uranium	Base-load	842
Ginna	New York	Ontario, NY	1		50.01		Uranium	Base-load	288		(e)(f)
Solar New York	New York	Bethlehem, NY	1				Solar	Base-load	3
Total New York									1,971
Antelope Valley	Other	Lancaster, CA	1				Solar	Base-load	242
Bluestem	Other	Beaver County, OK	60		51		Wind	Base-load	101		(e)(g)(h)
Exelon Wind 4	Other	Gruver, TX	38				Wind	Base-load	80
Shooting Star	Other	Kiowa County, KS	65		51		Wind	Base-load	53		(e)(g)
Albany Green Energy	Other	Albany, GA	1		99		Biomass	Base-load	52		(i)
Solar Arizona	Other	Various, AZ	127				Solar	Base-load	46
Bluegrass Ridge	Other	King City, MO	27		51		Wind	Base-load	29		(e)(g)
California PV Energy 2	Other	Various, CA	89				Solar	Base-load	27
Conception	Other	Barnard, MO	24		51		Wind	Base-load	26		(e)(g)
Cow Branch	Other	Rock Port, MO	24		51		Wind	Base-load	26		(e)(g)
Solar Arizona 2	Other	Various, AZ	25				Solar	Base-load	23
California PV Energy	Other	Various, CA	53				Solar	Base-load	21
Mountain Home	Other	Glenns Ferry, ID	20		51		Wind	Base-load	21		(e)(g)
High Mesa	Other	Elmore Co., ID	19		51		Wind	Base-load	20		(e)(g)
Echo 1	Other	Echo, OR	21		50.49		Wind	Base-load	17		(e)(g)
Sacramento PV Energy	Other	Sacramento, CA	4		51		Solar	Base-load	15		(e)(g)
Cassia	Other	Buhl, ID	14		51		Wind	Base-load	15		(e)(g)
Wildcat	Other	Lovington, NM	13		51		Wind	Base-load	14		(e)(g)
Echo 2	Other	Echo, OR	10		51		Wind	Base-load	10		(e)(g)
Exelon Wind 5	Other	Texhoma, TX	8				Wind	Base-load	10
Exelon Wind 6	Other	Texhoma, TX	8				Wind	Base-load	10
Exelon Wind 7	Other	Sunray, TX	8				Wind	Base-load	10
Exelon Wind 8	Other	Sunray, TX	8				Wind	Base-load	10
Exelon Wind 9	Other	Sunray, TX	8				Wind	Base-load	10
Exelon Wind 10	Other	Dumas, TX	8				Wind	Base-load	10
Exelon Wind 11	Other	Dumas, TX	8				Wind	Base-load	10

Station(a)	Region	Location	No. of Units		Percent Owned(b)		Primary Fuel Type	Primary Dispatch Type(c)	Net Generation Capacity (MW)(d)
High Plains	Other	Panhandle, TX	8		99.5		Wind	Base-load	10		(e)
Solar Georgia 2	Other	Various, GA	8				Solar	Base-load	10
Tuana Springs	Other	Hagerman, ID	8		51		Wind	Base-load	9		(e)(g)
Solar Georgia	Other	Various, GA	10				Solar	Base-load	8
Greensburg	Other	Greensburg, KS	10		51		Wind	Base-load	7		(e)(g)
Outback Solar	Other	Christmas Valley, OR	1				Solar	Base-load	6
Echo 3	Other	Echo, OR	6		50.49		Wind	Base-load	5		(e)(g)
Three Mile Canyon	Other	Boardman, OR	6		51		Wind	Base-load	5		(e)(g)
Loess Hills	Other	Rock Port, MO	4				Wind	Base-load	5
California PV Energy 3	Other	Various, CA	10				Solar	Base-load	5
Mohave Sunrise Solar	Other	Fort Mohave, AZ	1				Solar	Base-load	5
Denver Airport Solar	Other	Denver, CO	1		51		Solar	Base-load	2		(e)(g)
Hillabee	Other	Alexander City, AL	3				Gas	Intermediate	753
Grande Prairie	Other	Alberta, Canada	1				Gas	Peaking	105
SEGS 4, 5, 6	Other	Boron, CA	3		4.2-12.2		Solar	Peaking	9		(e)
Total Other									1,852
Total									32,463

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(a)	All nuclear stations are boiling water reactors except Braidwood, Byron, Calvert Cliffs, Ginna, Salem and Three Mile Island, which are pressurized water reactors.

(b)	100%, unless otherwise indicated.

(c)

Base-load units are plants that normally operate to take all or part of the minimum continuous load of a system and, consequently, produce electricity at an essentially constant rate. Intermediate units are plants that normally operate to take load of a system during the daytime higher load hours and, consequently, produce electricity by cycling on and off daily. Peaking units consist of lower-efficiency, quick response steam units, gas turbines and diesels normally used during the maximum load periods.

(d)	For nuclear stations, capacity reflects the annual mean rating. Fossil stations reflect a summer rating. Wind and solar facilities reflect name plate capacity.

(e)	Net generation capacity is stated at proportionate ownership share.

(f)	Reflects Generation’s 50.01% interest in CENG, a joint venture with EDF. For Nine Mile Point, the co-owner owns 18% of Unit 2. Thus, Exelon’s ownership is 50.01% of 82% of Nine Mile Point Unit 2.

(g)	Reflects the sale of 49% of EGRP to a third party on July 6, 2017. See Note 2 — Variable Interest Entities of the Combined Notes to Consolidated Financial Statements for additional information.

(h)	EGRP owns 100% of the Class A membership interests and a tax equity investor owns 100% of the Class B membership interests of the entity that owns the Bluestem generating assets.

(i)	Generation directly owns a 50% interest in the Albany Green Energy station and an additional 49% through the consolidation of a Variable Interest Entity.

(j)	Generation has announced it will permanently cease generation operations at TMI on or about September 30, 2019. See Note 8 — Early Plant Retirements of the Combined Notes to Consolidated Financial Statements for additional information.

(k)	Generation has agreed to retire and cease generation operations at the Gould Street, Fairless Hills, Eastern, Bethlehem, Southeast Chicago, Notch Cliff, Riverside (unit 8), Westport and Pennsbury units on or before June 1, 2020.

(l)	Generation plans to retire and cease generation operation at Riverside (unit 7) on or about March 14, 2019.

(m)	Generation plans to retire and cease generation operation at the Mystic 7 and Mystic Jet units on or about June 1, 2022.

The net generation capability available for operation at any time may be less due to regulatory restrictions, transmission congestion, fuel restrictions, efficiency of cooling facilities, level of water supplies or generating units being temporarily out of service for inspection, maintenance, refueling, repairs or modifications required by regulatory authorities.

Generation maintains property insurance against loss or damage to its principal plants and properties by fire or other perils, subject to certain exceptions. For additional information regarding nuclear insurance of generating facilities, see ITEM 1. BUSINESS — Exelon Generation Company, LLC. For its insured losses, Generation is self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect in Generation’s consolidated financial condition or results of operations.

ComEd

ComEd’s electric substations and a portion of its transmission rights of way are located on property that ComEd owns. A significant portion of its electric transmission and distribution facilities is located above or underneath highways, streets, other public places or property that others own. ComEd believes that it has satisfactory rights to use those places or property in the form of permits, grants, easements, licenses and franchise rights; however, it has not necessarily undertaken to examine the underlying title to the land upon which the rights rest.

Transmission and Distribution

ComEd’s high voltage electric transmission lines owned and in service at December 31, 2018 were as follows:

Voltage (Volts)		Circuit Miles
765,000		90
345,000		2,716
138,000		2,209

ComEd’s electric distribution system includes 35,398 circuit miles of overhead lines and 32,010 circuit miles of underground lines.

First Mortgage and Insurance

The principal properties of ComEd are subject to the lien of ComEd’s Mortgage dated July 1, 1923, as amended and supplemented, under which ComEd’s First Mortgage Bonds are issued.

ComEd maintains property insurance against loss or damage to its properties by fire or other perils, subject to certain exceptions. For its insured losses, ComEd is self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect in the consolidated financial condition or results of operations of ComEd.

PECO

PECO’s electric substations and a significant portion of its transmission lines are located on property that PECO owns. A significant portion of its electric transmission and distribution facilities is located above or underneath highways, streets, other public places or property that others own. PECO believes that it has satisfactory rights to use those places or property in the form of permits, grants, easements and licenses; however, it has not necessarily undertaken to examine the underlying title to the land upon which the rights rest.

Transmission and Distribution

PECO’s high voltage electric transmission lines owned and in service at December 31, 2018 were as follows:

Voltage (Volts)		Circuit Miles
500,000		188	(a)
230,000		549
138,000		135
69,000		181

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(a)	In addition, PECO has a 22.00% ownership interest in 127 miles of 500 kV lines located in Pennsylvania and a 42.55% ownership interest in 131 miles of 500 kV lines located in Delaware and New Jersey.

PECO’s electric distribution system includes 12,957 circuit miles of overhead lines and 9,367 circuit miles of underground lines.

Gas

The following table sets forth PECO’s natural gas pipeline miles at December 31, 2018:

	Pipeline Miles
Transmission	9
Distribution	6,912
Service piping	6,377
Total	13,298

PECO has an LNG facility located in West Conshohocken, Pennsylvania that has a storage capacity of 1,200 mmcf and a send-out capacity of 160 mmcf/day and a propane-air plant located in Chester, Pennsylvania, with a tank storage capacity of 105 mmcf and a peaking capability of 25 mmcf/day. In addition, PECO owns 30 natural gas city gate stations and direct pipeline customer delivery points at various locations throughout its gas service territory.

First Mortgage and Insurance

The principal properties of PECO are subject to the lien of PECO’s Mortgage dated May 1, 1923, as amended and supplemented, under which PECO’s first and refunding mortgage bonds are issued.

PECO maintains property insurance against loss or damage to its properties by fire or other perils, subject to certain exceptions. For its insured losses, PECO is self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect in the consolidated financial condition or results of operations of PECO.

BGE

BGE’s electric substations and a significant portion of its transmission lines are located on property that BGE owns. A significant portion of its electric transmission and distribution facilities is located above or underneath highways, streets, other public places or property that others own. BGE believes that it has satisfactory rights to use those places or property in the form of permits, grants, easements and licenses; however, it has not necessarily undertaken to examine the underlying title to the land upon which the rights rest.

Transmission and Distribution

BGE’s high voltage electric transmission lines owned and in service at December 31, 2018 were as follows:

Voltage (Volts)		Circuit Miles
500,000		218
230,000		358
138,000		55
115,000		706

BGE’s electric distribution system includes 9,191 circuit miles of overhead lines and 17,295 circuit miles of underground lines.

Gas

The following table sets forth BGE’s natural gas pipeline miles at December 31, 2018:

	Pipeline Miles
Transmission	161
Distribution	7,348
Service piping	6,305
Total	13,814

BGE has an LNG facility located in Baltimore, Maryland that has a storage capacity of 1,056 mmcf and a send-out capacity of 332 mmcf/day and a propane-air plant located in Baltimore, Maryland, with a storage capacity of 550 mmcf and a send-out capacity of 85 mmcf/day. In addition, BGE owns 12 natural gas city gate stations and 20 direct pipeline customer delivery points at various locations throughout its gas service territory.

Property Insurance

BGE owns its principal headquarters building located in downtown Baltimore. BGE maintains property insurance against loss or damage to its properties by fire or other perils, subject to certain exceptions. For its insured losses, BGE is self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect in the consolidated financial condition or results of operations of BGE.

Pepco

Pepco’s electric substations and a significant portion of its transmission lines are located on property that Pepco owns. A significant portion of its electric transmission and distribution facilities is located above or underneath highways, streets, other public places or property that others own. Pepco believes that it has satisfactory rights to use those places or property in the form of permits, grants, easements and licenses; however, it has not necessarily undertaken to examine the underlying title to the land upon which the rights rest.

Transmission and Distribution

Pepco’s high voltage electric transmission lines owned and in service at December 31, 2018 were as follows:

Voltage (Volts)		Circuit Miles
500,000		142
230,000		767
138,000		61
115,000		38

Pepco’s electric distribution system includes approximately 4,127 circuit miles of overhead lines and 7,039 circuit miles of underground lines. Pepco also operates a distribution system control center in Bethesda, Maryland. The computer equipment and systems contained in Pepco’s control center are financed through a sale and leaseback transaction.

First Mortgage and Insurance

The principal properties of Pepco are subject to the lien of Pepco’s mortgage dated July 1, 1935, as amended and supplemented, under which Pepco First Mortgage Bonds are issued.

Pepco maintains property insurance against loss or damage to its properties by fire or other perils, subject to certain exceptions. For its insured losses, Pepco is self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect in the consolidated financial condition or results of operations of Pepco.

DPL

DPL’s electric substations and a significant portion of its transmission lines are located on property that DPL owns. A significant portion of its electric transmission and distribution facilities is located above or underneath highways, streets, other public places or property that others own. DPL believes that it has satisfactory rights to use those places or property in the form of permits, grants, easements and licenses; however, it has not necessarily undertaken to examine the underlying title to the land upon which the rights rest.

Transmission and Distribution

DPL’s high voltage electric transmission lines owned and in service at December 31, 2018 were as follows:

Voltage (Volts)		Circuit Miles
500,000		16
230,000		471
138,000		586
69,000		569

DPL’s electric distribution system includes approximately 6,031 circuit miles of overhead lines and 6,298 circuit miles of underground lines. DPL also owns and operates a distribution system control center in New Castle, Delaware.

Gas

The following table sets forth DPL’s natural gas pipeline miles at December 31, 2018:

	Pipeline Miles
Transmission (a)	8
Distribution	2,065
Service piping	1,398
Total	3,471

---

(a)	DPL has a 10% undivided interest in approximately 8 miles of natural gas transmission mains located in Delaware which are used by DPL for its natural gas operations and by 90% owner for distribution of natural gas to its electric generating facilities.

DPL owns a liquefied natural gas facility located in Wilmington, Delaware, with a storage capacity of approximately 250 mmcf and an emergency sendout capability of 36 mmcf/day. DPL owns 4 natural gas city gate stations at various locations in New Castle County, Delaware. These stations have a total primary delivery point contractual entitlement of 158 mmcf/day.

First Mortgage and Insurance

The principal properties of DPL are subject to the lien of DPL’s mortgage dated October 1, 1947, as amended and supplemented, under which DPL First Mortgage Bonds are issued.

DPL maintains property insurance against loss or damage to its properties by fire or other perils, subject to certain exceptions. For its insured losses, DPL is self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect in the consolidated financial condition or results of operations of DPL.

ACE

ACE’s electric substations and a significant portion of its transmission lines are located on property that ACE owns. A significant portion of its electric transmission and distribution facilities is located above or underneath highways, streets, other public places or property that others own. ACE believes that it has satisfactory rights to use those places or property in the form of permits, grants, easements and licenses; however, it has not necessarily undertaken to examine the underlying title to the land upon which the rights rest.

Transmission and Distribution

ACE’s high voltage electric transmission lines owned and in service at December 31, 2018 were as follows:

Voltage (Volts)		Circuit Miles
500,000		—
230,000		221
138,000		239
69,000		663

ACE’s electric distribution system includes approximately 7,378 circuit miles of overhead lines and 2,927 circuit miles of underground lines. ACE also owns and operates a distribution system control center in Mays Landing, New Jersey.

First Mortgage and Insurance

The principal properties of ACE are subject to the lien of ACE’s mortgage dated January 15, 1937, as amended and supplemented, under which ACE First Mortgage Bonds are issued.

ACE maintains property insurance against loss or damage to its properties by fire or other perils, subject to certain exceptions. For its insured losses, ACE is self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect in the consolidated financial condition or results of operations of ACE.

Exelon

Security Measures

The Registrants have initiated and work to maintain security measures. On a continuing basis, the Registrants evaluate enhanced security measures at certain critical locations, enhanced response and recovery plans, long-term design changes and redundancy measures. Additionally, the energy industry has strategic relationships with governmental authorities to ensure that emergency plans are in place and critical infrastructure vulnerabilities are addressed in order to maintain the reliability of the country’s energy systems.

All Registrants

The Registrants are parties to various lawsuits and regulatory proceedings in the ordinary course of their respective businesses. For information regarding material lawsuits and proceedings, see Note 4 — Regulatory Matters and Note 22 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements. Such descriptions are incorporated herein by these references.

All Registrants

Not Applicable to the Registrants.

PART II

(Dollars in millions except per share data, unless otherwise noted)

Exelon

Exelon’s common stock is listed on the New York Stock Exchange (trading symbol: EXC). As of January 31, 2019, there were 969,745,933 shares of common stock outstanding and approximately 99,857 record holders of common stock.

Stock Performance Graph

The performance graph below illustrates a five-year comparison of cumulative total returns based on an initial investment of $100 in Exelon common stock, as compared with the S&P 500 Stock Index and the S&P Utility Index, for the period 2014 through 2018.

This performance chart assumes:

•	$100 invested on December 31, 2013 in Exelon common stock, in the S&P 500 Stock Index and in the S&P Utility Index; and

•	All dividends are reinvested.

Value of Investment at December 31,
	2013	2014	2015	2016	2017	2018
Exelon Corporation	$100	$140.61	$109.44	$145.34	$167.22	$197.86
S&P 500	$100	$113.68	$115.24	$129.02	$157.17	$150.27
S&P Utilities	$100	$128.98	$122.73	$142.72	$160.00	$166.57

Generation

As of January 31, 2019, Exelon indirectly held the entire membership interest in Generation.

ComEd

As of January 31, 2019, there were 127,021,331 outstanding shares of common stock, $12.50 par value, of ComEd, of which 127,002,904 shares were indirectly held by Exelon. At January 31, 2019, in addition to Exelon, there were 294 record holders of ComEd common stock. There is no established market for shares of the common stock of ComEd.

PECO

As of January 31, 2019, there were 170,478,507 outstanding shares of common stock, without par value, of PECO, all of which were indirectly held by Exelon.

BGE

As of January 31, 2019, there were 1,000 outstanding shares of common stock, without par value, of BGE, all of which were indirectly held by Exelon.

PHI

As of January 31, 2019, Exelon indirectly held the entire membership interest in PHI.

Pepco

As of January 31, 2019, there were 100 outstanding shares of common stock, $0.01 par value, of Pepco, all of which were indirectly held by Exelon.

DPL

As of January 31, 2019, there were 1,000 outstanding shares of common stock, $2.25 par value, of DPL, all of which were indirectly held by Exelon.

ACE

As of January 31, 2019, there were 8,546,017 outstanding shares of common stock, $3.00 par value, of ACE, all of which were indirectly held by Exelon.

All Registrants

Dividends

Under applicable Federal law, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE can pay dividends only from retained, undistributed or current earnings. A significant loss recorded at Generation, ComEd, PECO, BGE, PHI, Pepco, DPL or ACE may limit the dividends that these companies can distribute to Exelon.

ComEd has agreed in connection with a financing arranged through ComEd Financing III that ComEd will not declare dividends on any shares of its capital stock in the event that: (1) it exercises its right to extend the interest payment periods on the subordinated debt securities issued to ComEd Financing III; (2) it defaults on its guarantee of the payment of distributions on the preferred trust securities of ComEd Financing III; or (3) an event of default occurs under the Indenture under which the subordinated debt securities are issued. No such event has occurred.

PECO has agreed in connection with financings arranged through PEC L.P. and PECO Trust IV that PECO will not declare dividends on any shares of its capital stock in the event that: (1) it exercises its right to extend the interest payment periods on the subordinated debentures which were issued to PEC L.P. or PECO Trust IV; (2) it defaults on its guarantee of the payment of distributions on the Series D Preferred Securities of PEC L.P. or the preferred trust securities of PECO Trust IV; or (3) an event of default occurs under the Indenture under which the subordinated debentures are issued. No such event has occurred.

BGE is subject to restrictions established by the MDPSC that prohibit BGE from paying a dividend on its common shares if (a) after the dividend payment, BGE’s equity ratio would be below 48% as calculated pursuant to the MDPSC’s ratemaking precedents or (b) BGE’s senior unsecured credit rating is rated by two of the three major credit rating agencies below investment grade. No such event has occurred.

Pepco is subject to certain dividend restrictions established by settlements approved in Maryland and the District of Columbia. Pepco is prohibited from paying a dividend on its common shares if (a) after the dividend payment, Pepco's equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the MDPSC and DCPSC or (b) Pepco’s senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. No such event has occurred.

DPL is subject to certain dividend restrictions established by settlements approved in Delaware and Maryland. DPL is prohibited from paying a dividend on its common shares if (a) after the dividend payment, DPL's equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the DPSC and MDPSC or (b) DPL’s

senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. No such event has occurred.

ACE is subject to certain dividend restrictions established by settlements approved in New Jersey. ACE is prohibited from paying a dividend on its common shares if (a) after the dividend payment, ACE's equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the NJBPU or (b) ACE's senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. ACE is also subject to a dividend restriction which requires ACE to obtain the prior approval of the NJBPU before dividends can be paid if its equity as a percent of its total capitalization, excluding securitization debt, falls below 30%. No such events have occurred.

Exelon’s Board of Directors approved an updated dividend policy providing an increase of 5% each year for the period covering 2018 through 2020, beginning with the March 2018 dividend.

At December 31, 2018, Exelon had retained earnings of $14,766 million, including Generation’s undistributed earnings of $3,724 million, ComEd’s retained earnings of $1,337 million consisting of retained earnings appropriated for future dividends of $2,976 million, partially offset by $1,639 million of unappropriated accumulated deficits, PECO’s retained earnings of $1,242 million, BGE’s retained earnings of $1,640 million, and PHI's undistributed earnings of $62 million.

The following table sets forth Exelon’s quarterly cash dividends per share paid during 2018 and 2017:

	2018												2017
(per share)	Fourth Quarter			Third Quarter			Second Quarter			First Quarter			Fourth Quarter			Third Quarter			Second Quarter			First Quarter
Exelon	0.345			0.345			0.345			0.345			0.328			0.328			0.328			0.328

The following table sets forth Generation's and PHI's quarterly distributions and ComEd’s, PECO’s, BGE's, Pepco's, DPL's and ACE's quarterly common dividend payments:

	2018																2017
(in millions)	4th Quarter				3rd Quarter				2nd Quarter				1st Quarter				4th Quarter				3rd Quarter				2nd Quarter				1st Quarter
Generation	$	313			$	311			$	189			$	188			$	165			$	164			$	166			$	164
ComEd	114				116				115				114				106				105				106				105
PECO	6				7				6				287				72				72				72				72
BGE	52				52				53				52				50				49				50				49
PHI	94				123				38				71				44				136				62				69
Pepco	41				78				25				25				—				75				28				30
DPL	38				18				4				36				30				28				24				30
ACE	13				27				10				9				15				31				12				10

First Quarter 2019 Dividend

On February 5, 2019, the Exelon Board of Directors declared a first quarter 2019 regular quarterly dividend of $0.3625 per share on Exelon’s common stock payable on March 8, 2019, to shareholders of record of Exelon at the end of the day on February 20, 2019.

Exelon

The selected financial data presented below has been derived from the audited consolidated financial statements of Exelon. This data is qualified in its entirety by reference to and should be read in conjunction with Exelon’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

	For the Years Ended December 31,
(In millions, except per share data)	2018				2017(c, d)				2016(a, c, d)				2015(c)				2014(b,c)
Statement of Operations data:
Operating revenues	$	35,985			$	33,565			$	31,366			$	29,447			$	27,429
Operating income	3,898				4,395				3,212				4,554				3,210
Net income	2,084				3,876				1,196				2,250				1,820
Net income attributable to common shareholders	2,010				3,786				1,121				2,269				1,623
Earnings per average common share (diluted):
Net income	$	2.07			$	3.99			$	1.21			$	2.54			$	1.88
Dividends per common share	$	1.38			$	1.31			$	1.26			$	1.24			$	1.24

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(a)	The 2016 financial results include the activity of PHI from the merger effective date of March 24, 2016 through December 31, 2016.

(b)	On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, the 2014 financial results include CENG’s results of operations on a fully consolidated basis.

(c)	Amounts have been recasted to reflect the Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost guidance adopted as of January 1, 2018. See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information.

(d)	Amounts for 2017 and 2016 have been recasted to reflect the Revenue from Contracts with Customers guidance adopted as of January 1, 2018. See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information. The 2015 and 2014 balances are not recasted for this guidance and are not comparative.

	December 31,
(In millions)	2018				2017(a)				2016(a)				2015(a)				2014(a)
Balance Sheet data:
Current assets	$	13,360			$	11,896			$	12,451			$	15,334			$	11,853
Property, plant and equipment, net	76,707				74,202				71,555				57,439				52,170
Total assets	119,666				116,770				114,952				95,384				86,416
Current liabilities	11,404				10,798				13,463				9,118				8,762
Long-term debt, including long-term debt to financing trusts	34,465				32,565				32,216				24,286				19,853
Shareholders’ equity	30,764				29,896				25,860				25,793				22,608

(a)	Amounts for 2017 and 2016 have been recasted to reflect the Revenue from Contracts with Customers guidance adopted as of January 1, 2018. See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information. The 2015 and 2014 balances are not recasted for this guidance and are not comparative.

Generation

The selected financial data presented below has been derived from the audited consolidated financial statements of Generation. This data is qualified in its entirety by reference to and should be read in conjunction with Generation’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

	For the Years Ended December 31,
(In millions)	2018				2017(b)				2016(b)				2015				2014(a)
Statement of Operations data:
Operating revenues	$	20,437			$	18,500			$	17,757			$	19,135			$	17,393
Operating income	975				947				820				2,275				1,176
Net income	443				2,798				550				1,340				1,019

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(a)	On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, the 2014 financial results include CENG’s results of operations on a fully consolidated basis.

(b)	Amounts for 2017 and 2016 have been recasted to reflect the Revenue from Contracts with Customers guidance adopted as of January 1, 2018. See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information. The 2015 and 2014 balances are not recasted for this guidance and are not comparative.

	December 31,
(In millions)	2018				2017(a)				2016(a)				2015				2014
Balance Sheet data:
Current assets	$	8,433			$	6,882			$	6,567			$	6,342			$	7,311
Property, plant and equipment, net	23,981				24,906				25,585				25,843				23,028
Total assets	47,556				48,457				47,022				46,529				44,951
Current liabilities	5,769				4,191				5,689				4,933				4,459
Long-term debt, including long-term debt to affiliates	7,887				8,644				8,124				8,869				7,582
Member’s equity	13,204				13,669				11,505				11,635				12,718

(a)	Amounts for 2017 and 2016 have been recasted to reflect the Revenue from Contracts with Customers guidance adopted as of January 1, 2018. See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information. The 2015 and 2014 balances are not recasted for this guidance and are not comparative.

ComEd

The selected financial data presented below has been derived from the audited consolidated financial statements of ComEd. This data is qualified in its entirety by reference to and should be read in conjunction with ComEd’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

	For the Years Ended December 31,
(In millions)	2018				2017				2016				2015				2014
Statement of Operations data:
Operating revenues	$	5,882			$	5,536			$	5,254			$	4,905			$	4,564
Operating income	1,146				1,323				1,205				1,017				980
Net income	664				567				378				426				408

	December 31,
(In millions)	2018				2017				2016				2015				2014
Balance Sheet data:
Current assets	$	1,570			$	1,364			$	1,554			$	1,518			$	1,723
Property, plant and equipment, net	22,058				20,723				19,335				17,502				15,793
Total assets	31,213				29,726				28,335				26,532				25,358
Current liabilities	1,925				2,294				2,938				2,766				1,923
Long-term debt, including long-term debt to financing trusts	8,006				6,966				6,813				6,049				5,870
Shareholders’ equity	10,247				9,542				8,725				8,243				7,907

PECO

The selected financial data presented below has been derived from the audited consolidated financial statements of PECO. This data is qualified in its entirety by reference to and should be read in conjunction with PECO’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

	For the Years Ended December 31,
(In millions)	2018				2017				2016				2015				2014
Statement of Operations data:
Operating revenues	$	3,038			$	2,870			$	2,994			$	3,032			$	3,094
Operating income	587				655				702				630				572
Net income	460				434				438				378				352

	December 31,
(In millions)	2018				2017				2016				2015				2014
Balance Sheet data:
Current assets	$	782			$	822			$	757			$	842			$	645
Property, plant and equipment, net	8,610				8,053				7,565				7,141				6,801
Total assets	10,642				10,170				10,831				10,367				9,860
Current liabilities	809				1,267				727				944				653
Long-term debt, including long-term debt to financing trusts	3,268				2,587				2,764				2,464				2,416
Shareholder's equity	3,820				3,577				3,415				3,236				3,121

BGE

The selected financial data presented below has been derived from the audited consolidated financial statements of BGE. This data is qualified in its entirety by reference to and should be read in conjunction with BGE’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

	For the Years Ended December 31,
(In millions)	2018				2017				2016				2015				2014
Statement of Operations data:
Operating revenues	$	3,169			$	3,176			$	3,233			$	3,135			$	3,165
Operating income	474				614				550				558				439
Net income	313				307				294				288				211

	December 31,
(In millions)	2018				2017				2016				2015				2014
Balance Sheet data:
Current assets	$	786			$	811			$	842			$	845			$	951
Property, plant and equipment, net	8,243				7,602				7,040				6,597				6,204
Total assets	9,716				9,104				8,704				8,295				8,056
Current liabilities	774				760				707				1,134				794
Long-term debt, including long-term debt to financing trusts	2,876				2,577				2,533				1,732				2,109
Shareholder's equity	3,354				3,141				2,848				2,687				2,563

PHI

The selected financial data presented below has been derived from the audited consolidated financial statements of PHI. This data is qualified in its entirety by reference to and should be read in conjunction with PHI’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

	Successor													Predecessor
	For the Years Ended December 31,								March 24 to December 31					January 1 to March 23,				For the Years Ended December 31,
(In millions)	2018				2017				2016					2016				2015			2014
Statement of Operations data(a):
Operating revenues	$	4,805			$	4,679			$	3,643				$	1,153			$4,935			$	4,808
Operating income	650				769				93					105				673			605
Net income (loss) from continuing operations	398				362				(61		)			19				318			242
Net income (loss)	398				362				(61		)			19				327			242

	Successor													Predecessor
	December 31,													December 31,
(In millions)	2018				2017				2016					2015
Balance Sheet data(a):
Current assets	$	1,533			$	1,551			$	1,838				$	1,474
Property, plant and equipment, net	13,446				12,498				11,598					10,864
Total assets	21,984				21,247				21,025					16,188
Current liabilities	1,592				1,931				2,284					2,327
Long-term debt	6,134				5,478				5,645					4,823
Preferred Stock	—				—				—					183
Member’s equity/Shareholders' equity	9,282				8,825				8,016					4,413

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(a)	As a result of the PHI Merger in 2016, Exelon has elected to present PHI's selected financial data for the periods reflected above.

Pepco

The selected financial data presented below has been derived from the audited consolidated financial statements of Pepco. This data is qualified in its entirety by reference to and should be read in conjunction with Pepco’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

	For the Years Ended December 31,
(In millions)	2018				2017				2016				2015				2014
Statement of Operations data(a):
Operating revenues	$	2,239			$	2,158			$	2,186			$	2,129			$	2,055
Operating income	320				399				174				385				349
Net income	210				205				42				187				171

	December 31,
(In millions)	2018				2017				2016				2015
Balance Sheet data(a):
Current assets	$	760			$	710			$	684			$	726
Property, plant and equipment, net	6,460				6,001				5,571				5,162
Total assets	8,299				7,832				7,335				6,908
Current liabilities	628				550				596				455
Long-term debt	2,704				2,521				2,333				2,340
Shareholder's equity	2,740				2,533				2,300				2,240

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(a)	As a result of the PHI Merger in 2016, Exelon has elected to present Pepco's selected financial data for the periods reflected above.

DPL

The selected financial data presented below has been derived from the audited consolidated financial statements of DPL. This data is qualified in its entirety by reference to and should be read in conjunction with DPL’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

	For the Years Ended December 31,
(In millions)	2018				2017				2016				2015				2014
Statement of Operations data(a):
Operating revenues	$	1,332			$	1,300			$	1,277			$	1,302			$	1,282
Operating income	190				229				50				165				207
Net income (loss)	120				121				(9		)		76				104

	December 31,
(In millions)	2018				2017				2016				2015
Balance Sheet data(a):
Current assets	$	336			$	325			$	370			$	388
Property, plant and equipment, net	3,821				3,579				3,273				3,070
Total assets	4,588				4,357				4,153				3,969
Current liabilities	375				547				381				564
Long-term debt	1,403				1,217				1,221				1,061
Shareholder's equity	1,509				1,335				1,326				1,237

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(a)	As a result of the PHI Merger in 2016, Exelon has elected to present DPL's selected financial data for the periods reflected above.

ACE

The selected financial data presented below has been derived from the audited consolidated financial statements of ACE. This data is qualified in its entirety by reference to and should be read in conjunction with ACE’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

	For the Years Ended December 31,
(In millions)	2018				2017				2016				2015				2014
Statement of Operations data(a):
Operating revenues	$	1,236			$	1,186			$	1,257			$	1,295			$	1,210
Operating income	149				157				7				134				137
Net income (loss)	75				77				(42		)		40				46

	December 31,
(In millions)	2018				2017				2016				2015
Balance Sheet data(a):
Current assets	$	240			$	258			$	399			$	546
Property, plant and equipment, net	2,966				2,706				2,521				2,322
Total assets	3,699				3,445				3,457				$	3,387
Current liabilities	422				619				320				$	297
Long-term debt	1,170				840				1,120				1,153
Shareholder's equity	1,126				1,043				1,034				1,000

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(a)	As a result of the PHI Merger in 2016, Exelon has elected to present ACE's selected financial data for the periods reflected above.