Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| (a) | The following documents are filed as a part of this report: |
(1) Exelon
| (i) | Financial Statements (Item 8): | |
| Report of Independent Registered Public Accounting Firm dated February 8, 2019 of PricewaterhouseCoopers LLP | ||
| Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Consolidated Balance Sheets at December 31, 2018 and 2017 | ||
| Consolidated Statements of Changes in Equity for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Notes to Consolidated Financial Statements | ||
| (ii) | Financial Statement Schedules: | |
| Schedule I—Condensed Financial Information of Parent (Exelon Corporate) at December 31, 2018 and 2017 and for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto. |
Exelon Corporation and Subsidiary Companies
Schedule I – Condensed Financial Information of Parent (Exelon Corporate)
Condensed Statements of Operations and Other Comprehensive Income
| For the Years Ended December 31, | |||||||||||
| (In millions) | 2018 | 2017 | 2016 | ||||||||
| Operating expenses | |||||||||||
| Operating and maintenance | $ | (5 | ) | $ | 10 | $ | 221 | ||||
| Operating and maintenance from affiliates | 9 | 25 | 51 | ||||||||
| Other | 4 | 4 | 4 | ||||||||
| Total operating expenses | 8 | 39 | 276 | ||||||||
| Operating loss | (8 | ) | (39 | ) | (276 | ) | |||||
| Other income and (deductions) | |||||||||||
| Interest expense, net | (312 | ) | (315 | ) | (312 | ) | |||||
| Equity in earnings of investments | 2,188 | 4,414 | 1,508 | ||||||||
| Interest income from affiliates, net | 42 | 40 | 39 | ||||||||
| Other, net | 3 | 1 | 7 | ||||||||
| Total other income | 1,921 | 4,140 | 1,242 | ||||||||
| Income before income taxes | 1,913 | 4,101 | 966 | ||||||||
| Income taxes | (97 | ) | 315 | (155 | ) | ||||||
| Net income | $ | 2,010 | $ | 3,786 | $ | 1,121 | |||||
| Other comprehensive income (loss) | |||||||||||
| Pension and non-pension postretirement benefit plans: | |||||||||||
| Prior service benefit reclassified to periodic costs | $ | (66 | ) | $ | (56 | ) | $ | (48 | ) | ||
| Actuarial loss reclassified to periodic cost | 247 | 197 | 184 | ||||||||
| Pension and non-pension postretirement benefit plan valuation adjustment | (143 | ) | 10 | (181 | ) | ||||||
| Unrealized gain on cash flow hedges | 12 | 3 | 2 | ||||||||
| Unrealized gain on marketable securities | — | 6 | 1 | ||||||||
| Unrealized gain (loss) on equity investments | 1 | 6 | (4 | ) | |||||||
| Unrealized (loss) gain on foreign currency translation | (10 | ) | 7 | 10 | |||||||
| Other comprehensive income (loss) | 41 | 173 | (36 | ) | |||||||
| Comprehensive income | $ | 2,051 | $ | 3,959 | $ | 1,085 |
See the Notes to Financial Statements
Exelon Corporation and Subsidiary Companies
Schedule I – Condensed Financial Information of Parent (Exelon Corporate)
Condensed Statements of Cash Flows
| For the Years Ended December 31, | |||||||||||
| (In millions) | 2018 | 2017 | 2016 | ||||||||
| Net cash flows provided by operating activities | $ | 2,581 | $ | 1,921 | $ | 1,029 | |||||
| Cash flows from investing activities | |||||||||||
| Changes in Exelon intercompany money pool | 1 | (129 | ) | 1,390 | |||||||
| Investment in affiliates | (1,236 | ) | (1,717 | ) | (1,757 | ) | |||||
| Acquisition of business | — | — | (6,962 | ) | |||||||
| Other investing activities | — | (5 | ) | 5 | |||||||
| Net cash flows used in investing activities | (1,235 | ) | (1,851 | ) | (7,324 | ) | |||||
| Cash flows from financing activities | |||||||||||
| Issuance of long-term debt | — | — | 1,800 | ||||||||
| Proceeds from short-term borrowings with maturities greater than 90 days | — | 500 | — | ||||||||
| Retirement of long-term debt | — | (569 | ) | (46 | ) | ||||||
| Common stock issued from treasury stock | — | 1,150 | — | ||||||||
| Dividends paid on common stock | (1,332 | ) | (1,236 | ) | (1,166 | ) | |||||
| Proceeds from employee stock plans | 105 | 150 | 55 | ||||||||
| Other financing activities | (4 | ) | (9 | ) | (20 | ) | |||||
| Net cash flows (used in) provided by financing activities | (1,231 | ) | (14 | ) | 623 | ||||||
| Increase (Decrease) in cash, cash equivalents and restricted cash | 115 | 56 | (5,672 | ) | |||||||
| Cash, cash equivalents and restricted cash at beginning of period | 74 | 18 | 5,690 | ||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 189 | $ | 74 | $ | 18 |
See the Notes to Financial Statements
Exelon Corporation and Subsidiary Companies
Schedule I – Condensed Financial Information of Parent (Exelon Corporate)
Condensed Balance Sheets
| December 31, | |||||||
| (In millions) | 2018 | 2017 | |||||
| ASSETS | |||||||
| Current assets | |||||||
| Cash and cash equivalents | $ | 189 | $ | 74 | |||
| Accounts receivable, net | |||||||
| Other accounts receivable | 48 | 431 | |||||
| Accounts receivable from affiliates | 44 | 33 | |||||
| Notes receivable from affiliates | 216 | 217 | |||||
| Regulatory assets | 182 | 284 | |||||
| Other | 4 | 4 | |||||
| Total current assets | 683 | 1,043 | |||||
| Property, plant and equipment, net | 48 | 50 | |||||
| Deferred debits and other assets | |||||||
| Regulatory assets | 3,742 | 3,697 | |||||
| Investments in affiliates | 40,448 | 39,311 | |||||
| Deferred income taxes | 1,455 | 1,431 | |||||
| Notes receivable from affiliates | 898 | 910 | |||||
| Other | 235 | 234 | |||||
| Total deferred debits and other assets | 46,778 | 45,583 | |||||
| Total assets | $ | 47,509 | $ | 46,676 |
See the Notes to Financial Statements
Exelon Corporation and Subsidiary Companies
Schedule I – Condensed Financial Information of Parent (Exelon Corporate)
Condensed Balance Sheets
| December 31, | |||||||
| (In millions) | 2018 | 2017 | |||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
| Current liabilities | |||||||
| Short-term borrowings | $ | 500 | $ | 500 | |||
| Accounts payable | 1 | 2 | |||||
| Accrued expenses | 184 | 99 | |||||
| Payables to affiliates | 360 | 360 | |||||
| Regulatory liabilities | 15 | 16 | |||||
| Pension obligations | 63 | 65 | |||||
| Other | 14 | 46 | |||||
| Total current liabilities | 1,137 | 1,088 | |||||
| Long-term debt | 7,147 | 7,161 | |||||
| Deferred credits and other liabilities | |||||||
| Regulatory liabilities | 32 | 15 | |||||
| Pension obligations | 7,795 | 7,792 | |||||
| Non-pension postretirement benefit obligations | 199 | 322 | |||||
| Deferred income taxes | 233 | 220 | |||||
| Other | 202 | 180 | |||||
| Total deferred credits and other liabilities | 8,461 | 8,529 | |||||
| Total liabilities | 16,745 | 16,778 | |||||
| Commitments and contingencies | |||||||
| Shareholders’ equity | |||||||
| Common stock (No par value, 2,000 shares authorized, 968 shares and 963 shares outstanding at December 31, 2018 and 2017, respectively) | 19,116 | 18,966 | |||||
| Treasury stock, at cost (2 shares at December 31, 2018 and 2017) | (123 | ) | (123 | ) | |||
| Retained earnings | 14,766 | 14,081 | |||||
| Accumulated other comprehensive loss, net | (2,995 | ) | (3,026 | ) | |||
| Total shareholders’ equity | 30,764 | 29,898 | |||||
| Total liabilities and shareholders’ equity | $ | 47,509 | $ | 46,676 |
See the Notes to Financial Statements
Exelon Corporation and Subsidiary Companies
Schedule I – Condensed Financial Information of Parent (Exelon Corporate)
Notes to Financial Statements
- Basis of Presentation
Exelon Corporate is a holding company that conducts substantially all of its business operations through its subsidiaries. These condensed financial statements and related footnotes have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X. These statements should be read in conjunction with the consolidated financial statements and notes thereto of Exelon Corporation.
Exelon Corporate owns 100% of all of its significant subsidiaries, either directly or indirectly, except for Commonwealth Edison Company (ComEd), of which Exelon Corporate owns more than 99%, and BGE, of which Exelon owns 100% of the common stock but none of BGE’s preferred stock. BGE redeemed all of its outstanding preferred stock in 2016.
- Mergers
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 Pepco Holdings, Inc. (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 Exelon Energy Delivery Company, LLC (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). See Note 5—Mergers, Acquisitions and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information on the PHI Merger.
- Debt and Credit Agreements
Short-Term Borrowings
Exelon Corporate meets its short-term liquidity requirements primarily through the issuance of commercial paper. Exelon Corporate had no commercial paper borrowings at both December 31, 2018 and December 31, 2017.
Short-Term Loan Agreements
On March 23, 2017, Exelon Corporate entered into a $500 million term loan agreement which expired on March 22, 2018. The loan agreement was renewed on March 22, 2018 and will expire on March 21, 2019. Pursuant to the loan agreement, loans made thereunder bear interest at a variable rate equal to LIBOR plus 1% and all indebtedness thereunder is unsecured. The loan agreement is reflected in Exelon’s Consolidated Balance Sheet within Short-Term borrowings.
Credit Agreements
On May 26, 2016, Exelon Corporate amended its syndicated revolving credit facility with aggregate bank commitments of $600 million through May 26, 2021. On May 26, 2018, Exelon Corporate had its maturity date extended to May 26, 2023. As of December 31, 2018, Exelon Corporation had available capacity under those commitments of $591 million. See Note 13—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information regarding Exelon Corporation’s credit agreement.
Exelon Corporation and Subsidiary Companies
Schedule I – Condensed Financial Information of Parent (Exelon Corporate)
Notes to Financial Statements
Long-Term Debt
The following tables present the outstanding long-term debt for Exelon Corporate as of December 31, 2018 and December 31, 2017:
| Maturity Date | December 31, | ||||||||||||||
| Rates | 2018 | 2017 | |||||||||||||
| Long-term debt | |||||||||||||||
| Junior subordinated notes | 3.50 | % | 2022 | $ | 1,150 | $ | 1,150 | ||||||||
| Senior unsecured notes(a) | 2.45 | % | 7.60 | % | 2020 - 2046 | 5,889 | 5,889 | ||||||||
| Total long-term debt | 7,039 | 7,039 | |||||||||||||
| Unamortized debt discount and premium, net | (7 | ) | (8 | ) | |||||||||||
| Unamortized debt issuance costs | (47 | ) | (49 | ) | |||||||||||
| Fair value adjustment of consolidated subsidiary | 162 | 179 | |||||||||||||
| Long-term debt | $ | 7,147 | $ | 7,161 |
| (a) | Senior unsecured notes include mirror debt that is held on both Generation and Exelon Corporation's balance sheets. |
The debt maturities for Exelon Corporate for the periods 2019, 2020, 2021, 2022, 2023 and thereafter are as follows:
| 2019 | $ | — | |
| 2020 | 1,450 | ||
| 2021 | 300 | ||
| 2022 | 1,150 | ||
| 2023 | — | ||
| Remaining years | 4,139 | ||
| Total long-term debt | $ | 7,039 |
- Commitments and Contingencies
See Note 22—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for Exelon Corporate’s commitments and contingencies related to environmental matters and fund transfer restrictions.
Exelon Corporation and Subsidiary Companies
Schedule I – Condensed Financial Information of Parent (Exelon Corporate)
Notes to Financial Statements
- Related Party Transactions
The financial statements of Exelon Corporate include related party transactions as presented in the tables below:
| For the Years Ended December 31, | |||||||||||
| (In millions) | 2018 | 2017 | 2016 | ||||||||
| Operating and maintenance from affiliates: | |||||||||||
| BSC(a) | $ | 11 | $ | 23 | $ | 51 | |||||
| Other | (2 | ) | 2 | — | |||||||
| Total operating and maintenance from affiliates: | $ | 9 | $ | 25 | $ | 51 | |||||
| Interest income from affiliates, net: | |||||||||||
| Generation | $ | 36 | $ | 37 | $ | 39 | |||||
| BSC | 4 | 3 | — | ||||||||
| Exelon Energy Delivery Company, LLC(b) | $ | 2 | $ | — | $ | — | |||||
| Total interest income from affiliates, net: | $ | 42 | $ | 40 | $ | 39 | |||||
| Equity in earnings (losses) of investments: | |||||||||||
| Exelon Energy Delivery Company, LLC(b) | $ | 1,835 | $ | 1,670 | $ | 1,041 | |||||
| PCI | (17 | ) | 1 | 6 | |||||||
| BSC | — | 1 | 1 | ||||||||
| UII, LLC | — | 41 | (9 | ) | |||||||
| Exelon Transmission Company, LLC | 1 | (10 | ) | (13 | ) | ||||||
| Exelon Enterprise | — | 1 | (1 | ) | |||||||
| Generation | 369 | 2,710 | 483 | ||||||||
| Total equity in earnings of investments: | $ | 2,188 | $ | 4,414 | $ | 1,508 | |||||
| Cash contributions received from affiliates | $ | 2,302 | $ | 1,879 | $ | 1,912 |
Exelon Corporation and Subsidiary Companies
Schedule I – Condensed Financial Information of Parent (Exelon Corporate)
Notes to Financial Statements
| December 31, | |||||||
| (in millions) | 2018 | 2017 | |||||
| Accounts receivable from affiliates (current): | |||||||
| BSC(a) | $ | 13 | $ | 1 | |||
| Generation | 17 | 21 | |||||
| ComEd | 4 | 3 | |||||
| PECO | 2 | 1 | |||||
| BGE | 2 | 1 | |||||
| PHISCO | 6 | 6 | |||||
| Total accounts receivable from affiliates (current): | $ | 44 | $ | 33 | |||
| Notes receivable from affiliates (current): | |||||||
| BSC(a) | $ | 116 | $ | 217 | |||
| Generation(c) | 100 | — | |||||
| Total notes receivable from affiliates (current): | $ | 216 | $ | 217 | |||
| Investments in affiliates: | |||||||
| BSC(a) | $ | 197 | $ | 196 | |||
| Exelon Energy Delivery Company, LLC(b) | 26,702 | 25,082 | |||||
| PCI | 61 | 78 | |||||
| UII, LLC | 268 | 268 | |||||
| Exelon Transmission Company, LLC | 1 | 1 | |||||
| Voluntary Employee Beneficiary Association trust | (1 | ) | (4 | ) | |||
| Exelon Enterprises | 22 | 22 | |||||
| Generation | 13,204 | 13,674 | |||||
| Other | (6 | ) | (6 | ) | |||
| Total investments in affiliates: | $ | 40,448 | $ | 39,311 | |||
| Notes receivable from affiliates (non-current): | |||||||
| Generation(c) | $ | 898 | $ | 910 | |||
| Accounts payable to affiliates (current): | |||||||
| UII, LLC | $ | 360 | $ | 360 |
| (a) | Exelon Corporate receives a variety of corporate support services from BSC, including legal, human resources, financial, information technology and supply management services. All services are provided at cost, including applicable overhead. |
| (b) | Exelon Energy Delivery Company, LLC consists of ComEd, PECO, BGE, PHI, Pepco, DPL and ACE. |
| (c) | In connection with the debt obligations assumed by Exelon as part of the Constellation merger, Exelon and subsidiaries of Generation (former Constellation subsidiaries) assumed intercompany loan agreements that mirror the terms and amounts of the third-party debt obligations of Exelon, resulting in intercompany notes payable included in Long-Term Debt to affiliates in Generation’s Consolidated Balance Sheets and intercompany notes receivable at Exelon Corporate, which are eliminated in consolidation in Exelon’s Consolidated Balance Sheets. |
Exelon Corporation and Subsidiary Companies
Schedule II – Valuation and Qualifying Accounts
| Column A | Column B | Column C | Column D | Column E | ||||||||||||||||
| Additions and adjustments | ||||||||||||||||||||
| Description | Balance at Beginning of Period | Charged to Costs and Expenses | Charged to Other Accounts | Deductions | Balance at End of Period | |||||||||||||||
| (in millions) | ||||||||||||||||||||
| For the year ended December 31, 2018 | ||||||||||||||||||||
| Allowance for uncollectible accounts(a) | $ | 322 | $ | 159 | $ | 35 | (c) | $ | 197 | (e) | $ | 319 | ||||||||
| Deferred tax valuation allowance | 37 | — | 5 | 7 | 35 | |||||||||||||||
| Reserve for obsolete materials | 174 | 25 | (31 | ) | (d) | 12 | 156 | |||||||||||||
| For the year ended December 31, 2017 | ||||||||||||||||||||
| Allowance for uncollectible accounts(a) | $ | 334 | $ | 126 | $ | 27 | (c) | $ | 165 | (e) | $ | 322 | ||||||||
| Deferred tax valuation allowance | 20 | — | 17 | — | 37 | |||||||||||||||
| Reserve for obsolete materials | 113 | 56 | 10 | 5 | 174 | |||||||||||||||
| For the year ended December 31, 2016 | ||||||||||||||||||||
| Allowance for uncollectible accounts(a) | $ | 284 | $ | 162 | $ | 99 | (b)(c) | $ | 211 | (e) | $ | 334 | ||||||||
| Deferred tax valuation allowance | 13 | — | 10 | (b) | 3 | 20 | ||||||||||||||
| Reserve for obsolete materials | 105 | 12 | 1 | (b) | 5 | 113 |
| (a) | Excludes the non-current allowance for uncollectible accounts related to PECO’s installment plan receivables of $13 million, $15 million, and $23 million for the years ended December 31, 2018, 2017 and 2016, respectively. |
| (b) | Primarily represents the addition of PHI's results as of March 23, 2016, the date of the merger |
| (c) | Includes charges for late payments and non-service receivables. |
| (d) | Primarily reflects the reclassification of assets as held for sale. |
| (e) | Write-off of individual accounts receivable. |
Exelon Generation Company, LLC and Subsidiary Companies
(2) Generation
| (i) | Financial Statements (Item 8): | |
| Report of Independent Registered Public Accounting Firm dated February 8, 2019 of PricewaterhouseCoopers LLP | ||
| Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Consolidated Balance Sheets at December 31, 2018 and 2017 | ||
| Consolidated Statements of Changes in Equity for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Notes to Consolidated Financial Statements | ||
| (ii) | Financial Statement Schedule: | |
| Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto |
Exelon Generation Company, LLC and Subsidiary Companies
Schedule II – Valuation and Qualifying Accounts
| Column A | Column B | Column C | Column D | Column E | ||||||||||||||||
| Additions and adjustments | ||||||||||||||||||||
| Description | Balance at Beginning of Period | Charged to Costs and Expenses | Charged to Other Accounts | Deductions | Balance at End of Period | |||||||||||||||
| (in millions) | ||||||||||||||||||||
| For the year ended December 31, 2018 | ||||||||||||||||||||
| Allowance for uncollectible accounts | $ | 114 | $ | 44 | $ | 4 | $ | 58 | $ | 104 | ||||||||||
| Deferred tax valuation allowance | 23 | — | 3 | — | 26 | |||||||||||||||
| Reserve for obsolete materials | 166 | 20 | (32 | ) | (a) | 9 | 145 | |||||||||||||
| For the year ended December 31, 2017 | ||||||||||||||||||||
| Allowance for uncollectible accounts | $ | 91 | $ | 34 | $ | — | $ | 11 | $ | 114 | ||||||||||
| Deferred tax valuation allowance | 9 | — | 14 | — | 23 | |||||||||||||||
| Reserve for obsolete materials | 106 | 51 | 9 | — | 166 | |||||||||||||||
| For the year ended December 31, 2016 | ||||||||||||||||||||
| Allowance for uncollectible accounts | $ | 77 | $ | 19 | $ | 3 | $ | 8 | $ | 91 | ||||||||||
| Deferred tax valuation allowance | 11 | — | — | 2 | 9 | |||||||||||||||
| Reserve for obsolete materials | 102 | 6 | — | 2 | 106 |
| (a) | Primarily reflects the reclassification of assets as held for sale. |
Commonwealth Edison Company and Subsidiary Companies
(3) ComEd
| (i) | Financial Statements (Item 8): | |
| Report of Independent Registered Public Accounting Firm dated February 8, 2019 of PricewaterhouseCoopers LLP | ||
| Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Consolidated Balance Sheets at December 31, 2018 and 2017 | ||
| Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Notes to Consolidated Financial Statements | ||
| (ii) | Financial Statement Schedule: | |
| Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto |
Commonwealth Edison Company and Subsidiary Companies
Schedule II – Valuation and Qualifying Accounts
| Column A | Column B | Column C | Column D | Column E | ||||||||||||||||
| Additions and adjustments | ||||||||||||||||||||
| Description | Balance at Beginning of Period | Charged to Costs and Expenses | Charged to Other Accounts | Deductions | Balance at End of Period | |||||||||||||||
| (in millions) | ||||||||||||||||||||
| For the year ended December 31, 2018 | ||||||||||||||||||||
| Allowance for uncollectible accounts | $ | 73 | $ | 44 | $ | 23 | (a) | $ | 59 | (b) | $ | 81 | ||||||||
| Reserve for obsolete materials | 5 | 3 | 1 | 3 | 6 | |||||||||||||||
| For the year ended December 31, 2017 | ||||||||||||||||||||
| Allowance for uncollectible accounts | $ | 70 | $ | 39 | $ | 20 | (a) | $ | 56 | (b) | $ | 73 | ||||||||
| Reserve for obsolete materials | 4 | 3 | 1 | 3 | 5 | |||||||||||||||
| For the year ended December 31, 2016 | ||||||||||||||||||||
| Allowance for uncollectible accounts | $ | 75 | $ | 45 | $ | 23 | (a) | $ | 73 | (b) | $ | 70 | ||||||||
| Reserve for obsolete materials | 3 | 4 | 1 | 4 | 4 |
| (a) | Primarily charges for late payments and non-service receivables. |
| (b) | Write-off of individual accounts receivable. |
PECO Energy Company and Subsidiary Companies
(4) PECO
| (i) | Financial Statements (Item 8): | |
| Report of Independent Registered Public Accounting Firm dated February 8, 2019 of PricewaterhouseCoopers LLP | ||
| Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Consolidated Balance Sheets at December 31, 2018 and 2017 | ||
| Consolidated Statements of Changes in Shareholder's Equity for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Notes to Consolidated Financial Statements | ||
| (ii) | Financial Statement Schedule: | |
| Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto |
PECO Energy Company and Subsidiary Companies
Schedule II – Valuation and Qualifying Accounts
| Column A | Column B | Column C | Column D | Column E | ||||||||||||||||
| Additions and adjustments | ||||||||||||||||||||
| Description | Balance at Beginning of Period | Charged to Costs and Expenses | Charged to Other Accounts | Deductions | Balance at End of Period | |||||||||||||||
| (in millions) | ||||||||||||||||||||
| For the year ended December 31, 2018 | ||||||||||||||||||||
| Allowance for uncollectible accounts(a) | $ | 56 | $ | 33 | $ | 3 | (b) | $ | 31 | (c) | $ | 61 | ||||||||
| Reserve for obsolete materials | 2 | — | — | — | 2 | |||||||||||||||
| For the year ended December 31, 2017 | ||||||||||||||||||||
| Allowance for uncollectible accounts(a) | $ | 61 | $ | 26 | $ | 4 | (b) | $ | 35 | (c) | $ | 56 | ||||||||
| Reserve for obsolete materials | 2 | — | — | — | 2 | |||||||||||||||
| For the year ended December 31, 2016 | ||||||||||||||||||||
| Allowance for uncollectible accounts(a) | $ | 83 | $ | 32 | $ | 7 | (b) | $ | 61 | (c) | $ | 61 | ||||||||
| Reserve for obsolete materials | 1 | 1 | — | — | 2 |
| (a) | Excludes the non-current allowance for uncollectible accounts related to PECO’s installment plan receivables of $13 million, $15 million, and $23 million for the years ended December 31, 2018, 2017, and 2016, respectively. |
| (b) | Primarily charges for late payments. |
| (c) | Write-off of individual accounts receivable. |
Baltimore Gas and Electric Company and Subsidiary Companies
(5) BGE
| (i) | Financial Statements (Item 8): | |
| Report of Independent Registered Public Accounting Firm dated February 8, 2019 of PricewaterhouseCoopers LLP | ||
| Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Consolidated Balance Sheets at December 31, 2018 and 2017 | ||
| Consolidated Statements of Changes in Shareholder's Equity for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Notes to Consolidated Financial Statements | ||
| (ii) | Financial Statement Schedule: | |
| Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto |
Baltimore Gas and Electric Company and Subsidiary Companies
Schedule II – Valuation and Qualifying Accounts
| Column A | Column B | Column C | Column D | Column E | ||||||||||||||||
| Additions and adjustments | ||||||||||||||||||||
| Description | Balance at Beginning of Period | Charged to Costs and Expenses | Charged to Other Accounts | Deductions | Balance at End of Period | |||||||||||||||
| (in millions) | ||||||||||||||||||||
| For the year ended December 31, 2018 | ||||||||||||||||||||
| Allowance for uncollectible accounts | $ | 24 | $ | 10 | $ | (2 | ) | $ | 12 | (a) | $ | 20 | ||||||||
| Deferred tax valuation allowance | 1 | — | — | — | 1 | |||||||||||||||
| Reserve for obsolete materials | — | 1 | — | — | 1 | |||||||||||||||
| For the year ended December 31, 2017 | ||||||||||||||||||||
| Allowance for uncollectible accounts | $ | 32 | $ | 8 | $ | (3 | ) | $ | 13 | (a) | $ | 24 | ||||||||
| Deferred tax valuation allowance | 1 | — | — | — | 1 | |||||||||||||||
| Reserve for obsolete materials | — | — | — | — | — | |||||||||||||||
| For the year ended December 31, 2016 | ||||||||||||||||||||
| Allowance for uncollectible accounts | $ | 49 | $ | 1 | $ | 9 | $ | 27 | (a) | $ | 32 | |||||||||
| Deferred tax valuation allowance | 1 | — | — | — | 1 | |||||||||||||||
| Reserve for obsolete materials | — | — | — | — | — |
| (a) | Write-off of individual accounts receivable. |
Pepco Holdings LLC and Subsidiary Companies
(6) PHI
| (i) | Successor Company Financial Statements (Item 8): | |
| Report of Independent Registered Public Accounting Firm dated February 8, 2019 of PricewaterhouseCoopers LLP | ||
| Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2018 and 2017 and for the Period March 24, 2016 to December 31, 2016 | ||
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2018 and 2017 and for the Period March 24, 2016 to December 31, 2016 | ||
| Consolidated Balance Sheets at December 31, 2018 and 2017 | ||
| Consolidated Statements of Changes in Equity for the Years Ended December 31, 2018 and 2017 and for the Period March 24, 2016 to December 31, 2016 | ||
| Notes to Consolidated Financial Statements | ||
| (ii) | Predecessor Company Financial Statements (Item 8): | |
| Report of Independent Registered Public Accounting Firm dated February 13, 2017 of PricewaterhouseCoopers LLP | ||
| Consolidated Statements of Operations and Comprehensive Income for the Period January 1, 2016 to March 23, 2016 | ||
| Consolidated Statements of Cash Flows for the Period January 1, 2016 to March 23, 2016 | ||
| Consolidated Statements of Changes in Equity for the Period January 1, 2016 to March 23, 2016 | ||
| Notes to Consolidated Financial Statements | ||
| (iii) | Successor Financial Statement Schedule: | |
| Schedule II – Valuation and Qualifying Accounts - For the Years Ended December 31, 2018 and 2017 and the Period March 24, 2016 to December 31, 2016 | ||
| (iv) | Predecessor Financial Statement Schedule: | |
| Schedule II – Valuation and Qualifying Accounts - For the Period January 1, 2016 to March 23, 2016 | ||
| Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto |
Pepco Holdings LLC and Subsidiary Companies
Schedule II – Valuation and Qualifying Accounts
| Column A | Column B | Column C | Column D | Column E | ||||||||||||||||
| Additions and adjustments | ||||||||||||||||||||
| Description | Balance at Beginning of Period | Charged to Costs and Expenses | Charged to Other Accounts | Deductions | Balance at End of Period | |||||||||||||||
| (in millions) | ||||||||||||||||||||
| For the Year Ended December 31, 2018 (Successor) | ||||||||||||||||||||
| Allowance for uncollectible accounts | $ | 55 | $ | 28 | $ | 7 | (a) | $ | 37 | (b) | $ | 53 | ||||||||
| Deferred tax valuation allowance | 13 | — | 2 | 7 | 8 | |||||||||||||||
| Reserve for obsolete materials | 2 | — | — | — | 2 | |||||||||||||||
| For the Year Ended December 31, 2017 (Successor) | ||||||||||||||||||||
| Allowance for uncollectible accounts | $ | 80 | $ | 19 | $ | 6 | (a) | $ | 50 | (b) | $ | 55 | ||||||||
| Deferred tax valuation allowance | 10 | — | 3 | — | 13 | |||||||||||||||
| Reserve for obsolete materials | 2 | 2 | — | 2 | 2 | |||||||||||||||
| March 24, 2016 to December 31, 2016 (Successor) | ||||||||||||||||||||
| Allowance for uncollectible accounts | $ | 52 | $ | 65 | $ | 5 | (a) | $ | 42 | (b) | $ | 80 | ||||||||
| Deferred tax valuation allowance | 63 | — | (53 | ) | — | 10 | ||||||||||||||
| Reserve for obsolete materials | — | 1 | — | (1 | ) | 2 | ||||||||||||||
| January 1, 2016 to March 23, 2016 (Predecessor) | ||||||||||||||||||||
| Allowance for uncollectible accounts | $ | 56 | $ | 16 | $ | 2 | (a) | $ | 22 | (b) | $ | 52 | ||||||||
| Deferred tax valuation allowance | 63 | — | — | — | 63 | |||||||||||||||
| Reserve for obsolete materials | — | — | — | — | — |
| (a) | Primarily charges for late payments. |
| (b) | Write-off of individual accounts receivable. |
Potomac Electric Power Company
(7) Pepco
| (i) | Financial Statements (Item 8): | |
| Report of Independent Registered Public Accounting Firm dated February 8, 2019 of PricewaterhouseCoopers LLP | ||
| Statements of Operations and Comprehensive Income for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Balance Sheets at December 31, 2018 and 2017 | ||
| Statements of Changes in Shareholder's Equity for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Notes to Financial Statements | ||
| (ii) | Financial Statement Schedule: | |
| Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto |
Potomac Electric Power Company
Schedule II – Valuation and Qualifying Accounts
| Column A | Column B | Column C | Column D | Column E | ||||||||||||||||
| Additions and adjustments | ||||||||||||||||||||
| Description | Balance at Beginning of Period | Charged to Costs and Expenses | Charged to Other Accounts | Deductions | Balance at End of Period | |||||||||||||||
| (in millions) | ||||||||||||||||||||
| For the year ended December 31, 2018 | ||||||||||||||||||||
| Allowance for uncollectible accounts | $ | 21 | $ | 11 | $ | 3 | (a) | $ | 14 | (b) | $ | 21 | ||||||||
| Reserve for obsolete materials | 1 | — | — | — | 1 | |||||||||||||||
| For the year ended December 31, 2017 | ||||||||||||||||||||
| Allowance for uncollectible accounts | $ | 29 | $ | 8 | $ | 2 | (a) | $ | 18 | (b) | $ | 21 | ||||||||
| Reserve for obsolete materials | 1 | 1 | — | 1 | 1 | |||||||||||||||
| For the year ended December 31, 2016 | ||||||||||||||||||||
| Allowance for uncollectible accounts | $ | 17 | $ | 29 | $ | 3 | (a) | $ | 20 | (b) | $ | 29 | ||||||||
| Reserve for obsolete materials | — | 3 | — | 2 | 1 |
| (a) | Primarily charges for late payments. |
| (b) | Write-off of individual accounts receivable. |
Delmarva Power & Light Company
(8) DPL
| (i) | Financial Statements (Item 8): | |
| Report of Independent Registered Public Accounting Firm dated February 8, 2019 of PricewaterhouseCoopers LLP | ||
| Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Balance Sheets at December 31, 2018 and 2017 | ||
| Statements of Changes in Shareholder's Equity for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Notes to Financial Statements | ||
| (ii) | Financial Statement Schedule: | |
| Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto |
Delmarva Power & Light Company
Schedule II – Valuation and Qualifying Accounts
| Column A | Column B | Column C | Column D | Column E | ||||||||||||||||
| Additions and adjustments | ||||||||||||||||||||
| Description | Balance at Beginning of Period | Charged to Costs and Expenses | Charged to Other Accounts | Deductions | Balance at End of Period | |||||||||||||||
| (in millions) | ||||||||||||||||||||
| For the year ended December 31, 2018 | ||||||||||||||||||||
| Allowance for uncollectible accounts | $ | 16 | $ | 6 | $ | 2 | (a) | $ | 11 | (b) | $ | 13 | ||||||||
| Reserve for obsolete materials | — | — | — | — | — | |||||||||||||||
| For the year ended December 31, 2017 | ||||||||||||||||||||
| Allowance for uncollectible accounts | $ | 24 | $ | 3 | $ | 2 | (a) | $ | 13 | (b) | $ | 16 | ||||||||
| Reserve for obsolete materials | — | 1 | — | 1 | — | |||||||||||||||
| For the year ended December 31, 2016 | ||||||||||||||||||||
| Allowance for uncollectible accounts | $ | 17 | $ | 23 | $ | 2 | (a) | $ | 18 | (b) | $ | 24 | ||||||||
| Reserve for obsolete materials | — | 1 | — | 1 | — |
| (a) | Primarily charges for late payments. |
| (b) | Write-off of individual accounts receivable. |
Atlantic City Electric Company and Subsidiary Company
(9) ACE
| (i) | Financial Statements (Item 8): | |
| Report of Independent Registered Public Accounting Firm dated February 8, 2019 of PricewaterhouseCoopers LLP | ||
| Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Consolidated Balance Sheets at December 31, 2018 and 2017 | ||
| Consolidated Statements of Changes in Shareholder's Equity for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Notes to Consolidated Financial Statements | ||
| (ii) | Financial Statement Schedule: | |
| Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2018, 2017 and 2016 | ||
| Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto |
Atlantic City Electric Company and Subsidiary Company
Schedule II – Valuation and Qualifying Accounts
| Column A | Column B | Column C | Column D | Column E | ||||||||||||||||
| Additions and adjustments | ||||||||||||||||||||
| Description | Balance at Beginning of Period | Charged to Costs and Expenses | Charged to Other Accounts | Deductions | Balance at End of Period | |||||||||||||||
| (in millions) | ||||||||||||||||||||
| For the year ended December 31, 2018 | ||||||||||||||||||||
| Allowance for uncollectible accounts | $ | 18 | $ | 11 | $ | 2 | (a) | $ | 12 | (b) | $ | 19 | ||||||||
| Reserve for obsolete materials | 1 | — | — | — | 1 | |||||||||||||||
| For the year ended December 31, 2017 | ||||||||||||||||||||
| Allowance for uncollectible accounts | $ | 27 | $ | 8 | $ | 2 | (a) | $ | 19 | (b) | $ | 18 | ||||||||
| Reserve for obsolete materials | 1 | — | — | — | 1 | |||||||||||||||
| For the year ended December 31, 2016 | ||||||||||||||||||||
| Allowance for uncollectible accounts | $ | 17 | $ | 32 | $ | 2 | (a) | $ | 24 | (b) | $ | 27 | ||||||||
| Reserve for obsolete materials | — | 1 | — | — | 1 |
| (a) | Primarily charges for late payments. |
| (b) | Write-off of individual accounts receivable. |
Exhibits required by Item 601 of Regulation S-K:
Certain of the following exhibits are incorporated herein by reference under Rule 12b-32 of the Securities and Exchange Act of 1934, as amended. Certain other instruments which would otherwise be required to be listed below have not been so listed because such instruments do not authorize securities in an amount which exceeds 10% of the total assets of the applicable registrant and its subsidiaries on a consolidated basis and the relevant registrant agrees to furnish a copy of any such instrument to the Commission upon request.
| Dated as of | File Reference | Exhibit No. | |||
| May 1, 1927 | 2-2881(a) | B-1(c) | |||
| March 1, 1937 | 2-2881(a) | B-1(g) | |||
| December 1, 1941 | 2-4863(a) | B-1(h) | |||
| November 1, 1944 | 2-5472(a) | B-1(i) | |||
| December 1, 1946 | 2-6821(a) | 7-1(j) | |||
| September 1, 1957 | 2-13562(a) | 2(b)-17 | |||
| May 1, 1958 | 2-14020(a) | 2(b)-18 | |||
| March 1, 1968 | 2-34051(a) | 2(b)-24 | |||
| March 1, 1981 | 2-72802(a) | 4-46 | |||
| March 1, 1981 | 2-72802(a) | 4-47 | |||
| December 1, 1984 | 1-01401, 1984 Form 10-K(a) | 4-2(b) | |||
| March 1, 1993 | 1-01401, 1992 Form 10-K(a) | 4(e)-86 | |||
| Dated as of | File Reference | Exhibit No. | |||
| May 1, 1993 | 1-01401, March 31, 1993 Form 10-Q(a) | 4(e)-88 | |||
| May 1, 1993 | 1-01401, March 31, 1993 Form 10-Q(a) | 4(e)-89 | |||
| April 15, 2004 | 0-6844, September 30, 2004 Form 10-Q(a) | 4-1-1 | |||
| September 15, 2006 | 000-16844, Form 8-K dated September 25, 2006 | 4.1 | |||
| March 1, 2007 | 000-16844, Form 8-K dated March 19, 2007 | 4.1 | |||
| March 15, 2009 | 000-16844, Form 8-K dated March 26, 2009 | 4.1 | |||
| September 1, 2012 | 000-16844, Form 8-K dated September 17, 2012 | 4.1 | |||
| September 15, 2013 | 000-16844, Form 8-K dated September 23, 2013 | 4.1 | |||
| September 1, 2014 | 000-16844, Form 8-K dated September 15, 2014 | 4.1 | |||
| September 15, 2015 | 000-16844, Form 8-K dated October 5, 2015 | 4.1 | |||
| September 1, 2016 | 000-16844, Form 8-K dated September 21, 2016 | 4.1 | |||
| September 1, 2017 | 000-16844, Form 8-K dated September 18, 2017 | 4.1 | |||
| February 1, 2018 | 000-16844, Form 8-K dated February 23, 2018 | 4.1 | |||
| September 1, 2018 | 000-16844, Form 8-K dated September 11, 2018 | 4.1 | |||
| Exhibit No. | Description | ||||
| 4-2 | Exelon Corporation Direct Stock Purchase Plan (Registration Statement No. 333-206474, Form S-3, Prospectus). | ||||
| 4-3 | Mortgage of Commonwealth Edison Company to Illinois Merchants Trust Company, Trustee (BNY Mellon Trust Company of Illinois, as current successor Trustee), dated July 1, 1923, as supplemented and amended by Supplemental Indenture thereto dated August 1, 1944. (Registration No. 2-60201, Form S-7, Exhibit 2-1).(a) | ||||
| 4-3-1 | Supplemental Indentures to Commonwealth Edison Company Mortgage. | ||||
| Dated as of | File Reference | Exhibit No. | |||
| August 1, 1946 | 2-60201, Form S-7(a) | 2-1 | |||
| April 1, 1953 | 2-60201, Form S-7(a) | 2-1 | |||
| March 31, 1967 | 2-60201, Form S-7(a) | 2-1 | |||
| Dated as of | File Reference | Exhibit No. | |||
| April 1, 1967 | 2-60201, Form S-7(a) | 2-1 | |||
| February 28, 1969 | 2-60201, Form S-7(a) | 2-1 | |||
| May 29, 1970 | 2-60201, Form S-7(a) | 2-1 | |||
| June 1, 1971 | 2-60201, Form S-7(a) | 2-1 | |||
| April 1, 1972 | 2-60201, Form S-7(a) | 2-1 | |||
| May 31, 1972 | 2-60201, Form S-7(a) | 2-1 | |||
| June 15, 1973 | 2-60201, Form S-7(a) | 2-1 | |||
| May 31, 1974 | 2-60201, Form S-7(a) | 2-1 | |||
| June 13, 1975 | 2-60201, Form S-7(a) | 2-1 | |||
| May 28, 1976 | 2-60201, Form S-7(a) | 2-1 |
| June 3, 1977 | 2-60201, Form S-7(a) | 2-1 | |||
| May 17, 1978 | 2-99665, Form S-3(a) | 4-3 | |||
| August 31, 1978 | 2-99665, Form S-3(a) | 4-3 | |||
| June 18, 1979 | 2-99665, Form S-3(a) | 4-3 | |||
| June 20, 1980 | 2-99665, Form S-3(a) | 4-3 | |||
| April 16, 1981 | 2-99665, Form S-3(a) | 4-3 | |||
| April 30, 1982 | 2-99665, Form S-3(a) | 4-3 | |||
| April 15, 1983 | 2-99665, Form S-3(a) | 4-3 | |||
| April 13, 1984 | 2-99665, Form S-3(a) | 4-3 | |||
| April 15, 1985 | 2-99665, Form S-3(a) | 4-3 | |||
| April 15, 1986 | 33-6879, Form S-3(a) | 4-9 | |||
| January 13, 2003 | 001-01839, Form 8-K dated February 13, 2003 | 4-4 | |||
| February 22, 2006 | 001-01839, Form 8-K dated March 6, 2006 | 4.1 | |||
| August 1, 2006 | 001-01839, Form 8-K dated August 28, 2006 | 4.1 | |||
| September 15, 2006 | 001-01839, Form 8-K dated October 2, 2006 | 4.1 | |||
| March 1, 2007 | 001-01839, Form 8-K dated March 23, 2007 | 4.1 | |||
| August 30, 2007 | 001-01839, Form 8-K dated September 10, 2007 | 4.1 | |||
| December 20, 2007 | 001-01839, Form 8-K dated January 16, 2008 | 4.1 | |||
| March 10, 2008 | 001-01839, Form 8-K dated March 27, 2008 | 4.1 |
| Dated as of | File Reference | Exhibit No. | |||
| July 12, 2010 | 001-01839, Form 8-K dated August 2, 2010 | 4.1 | |||
| August 22, 2011 | 001-01839, Form 8-K dated September 7, 2011 | 4.1 | |||
| September 17, 2012 | 001-01839, Form 8-K dated October 1, 2012 | 4.1 | |||
| August 1, 2013 | 001-01839, Form 8-K dated August 19, 2013 | 4.1 | |||
| January 2, 2014 | 001-01839, Form 8-K dated January 10, 2014 | 4.1 | |||
| October 28, 2014 | 001-01839, Form 8-K dated November 10, 2014 | 4.1 | |||
| February 18, 2015 | 001-01839, Form 8-K dated March 2, 2015 | 4.1 | |||
| November 4, 2015 | 001-01839, Form 8-K dated November 19, 2015 | 4.1 | |||
| June 15, 2016 | 001-01839, Form 8-K dated June 27, 2016 | 4.1 | |||
| August 9, 2017 | 001-01839, Form 8-K dated August 23, 2017 | 4.1 | |||
| February 6, 2018 | 001-01839, Form 8-K dated February 20, 2018 | 4.1 | |||
| July 26, 2018 | 001-01839, Form 8-K dated August 14, 2018 | 4.1 |
| Exhibit No. | Description |
| 4-42 | Mortgage and Deed of Trust, dated July 1, 1936, of Potomac Electric Power Company to The Bank of New York Mellon as successor trustee, securing First Mortgage Bonds of Potomac Electric Power Company, and Supplemental Indenture dated July 1, 1936 (File No. 2-2232, Registration Statement dated June 19, 1936, Exhibit B-4)(a) |
| 4-42-1 | Supplemental Indentures to Potomac Electric Power Company Mortgage. |
| Dated as of | File Reference | Exhibit No. | |||
| December 10, 1939 | Form 8-K, 1/3/40(a) | B | |||
| July 15, 1942 | 2-5032, Amendment No 2. To Registration Statement, 8/24/42(a) | B-1 | |||
| October 15, 1947 | Form 8-K , 12/8/47(a) | A | |||
| December 31, 1948 | Form 10-K, 4/13/49(a) | A-2 | |||
| December 31, 1949 | Form 8-K, 2/8/50(a) | (a)-1 | |||
| February 15, 1951 | Form 8-K, 3/9/51(a) | (a) | |||
| February 16, 1953 | Form 8-K, 3/5/53(a) | (a)-1 | |||
| March 15, 1954 and March 15, 1955 | 2-11627, Registration Statement, 5/2/55(a) | 4-B | |||
| March 15, 1956 | Form 10-K, 4/4/56(a) | C | |||
| April 1, 1957 | 2-13884, Registration Statement, 2/5/58(a) | 4-B | |||
| May 1, 1958 | 2-14518, Registration Statement, 11/10/58(a) | 2-B | |||
| May 1, 1959 | 2-15027, Amendment No. 1 to Registration Statement, 5/13/59(a) | 4-B | |||
| May 2, 1960 | 2-17286, Registration Statement, 11/9/60(a) | 2-B | |||
| April 3, 1961 | Form 10-K, 4/24/61(a) | A-1 | |||
| May 1, 1962 | 2-21037, Registration Statement, 1/25/63(a) | 2-B | |||
| May 1, 1963 | 2-21961, Registration Statement, 12/19/63(a) | 4-B | |||
| April 23, 1964 | 2-22344, Registration Statement, 4/24/64(a) | 2-B | |||
| May 3, 1965 | 2-24655, Registration Statement, 3/16/66(a) | 2-B | |||
| June 1, 1966 | Form 10-K, 4/11/67(a) | 1 | |||
| April 28, 1967 | 2-26356, Post-Effective Amendment No. 1 to Registration Statement, 5/3/67(a) | 2-B |
| Dated as of | File Reference | Exhibit No. | |||
| July 3, 1967 | 2-28080, Registration Statement, 1/25/68(a) | 2-B | |||
| May 1, 1968 | 2-31896, Registration Statement, 2/28/69(a) | 2-B | |||
| June 16, 1969 | 2-36094, Registration Statement, 1/27/70(a) | 2-B | |||
| May 15, 1970 | 2-38038, Registration Statement, 7/27/70(a) | 2-B | |||
| September 1, 1971 | 2-45591, Registration Statement, 9/1/72(a) | 2-C | |||
| June 17, 1981 | Amendment No. 1 to Form 8-A, 6/18/81(a) | 2 | |||
| November 1, 1985 | Form 8-A, 11/1/85(a) | 2B | |||
| September 16, 1987 | 33-18229, Registration Statement, 10/30/87(a) | 4-B | |||
| May 1, 1989 | 33-29382, Registration Statement, 6/16/89(a) | 4-C | |||
| May 21, 1991 | Form 10-K, 3/27/92(a) | 4 | |||
| May 7, 1992 | Form 10-K, 3/26/93(a) | 4 | |||
| September 1, 1992 | Form 10-K, 3/26/93(a) | 4 | |||
| November 1, 1992 | Form 10-K, 3/26/93(a) | 4 | |||
| July 1, 1993 | 33-49973, Registration Statement, 8/11/93(a) | 4.4 | |||
| February 10, 1994 | 001-01072, Form 10-K, 3/25/94 | 4 | |||
| February 11, 1994 | 001-01072, Form 10-K, 3/25/94 | 4 | |||
| October 2, 1997 | 001-01072, Form 10-K, 3/27/98 | 4 | |||
| November 17, 2003 | 001-01072, Form 10-K, 3/12/04 | 4.1 | |||
| March 16, 2004 | 001-01072, Form 8-K, 3/23/04 | 4.3 | |||
| May 24, 2005 | 001-01072, Form 8-K, 5/26/05 | 4.2 | |||
| April 1, 2006 | 001-01072, Form 8-K, 4/17/06 | 4 | |||
| November 13, 2007 | 001-01072, Form 8-K, 11/15/07 | 4.2 | |||
| March 24, 2008 | 001-01072, Form 8-K, 3/28/08 | 4.1 | |||
| Dated as of | File Reference | Exhibit No. | |||
| December 3, 2008 | 001-01072, Form 8-K, 12/8/08 | 4.2 | |||
| March 28, 2012 | 001-01072, Form 8-K, 3/29/12 | 4.2 | |||
| March 11, 2013 | 001-01072, Form 8-K, 3/12/13 | 4.2 | |||
| November 14, 2013 | 001-01072, Form 8-K, 11/15/13 | 4.2 | |||
| March 11, 2014 | 001-01072, Form 8-K, 3/12/14 | 4.2 | |||
| March 9, 2015 | 001-01072, Form 8-K, 3/10/15 | 4.3 | |||
| May 15, 2017 | 001-01072, Form 8-K, 5/22/17 | 4.2 | |||
| June 1, 2018 | 001-01072, Form 8-K, 6/21/2018 | 4.2 |
| Exhibit No. | Description | ||||
| 4-43 | Indenture, dated as of July 28, 1989, between Potomac Electric Power Company and The Bank of New York Mellon, Trustee, with respect to Medium-Term Note Program (File No. 001-01072, Form 8-K dated June 21, 1990, Exhibit 4)(a) | ||||
| 4-44 | Senior Note Indenture, dated November 17, 2003 between Potomac Electric Power Company and The Bank of New York Mellon (File No. 001-01072, Form 8-K dated November 21, 2003, Exhibit 4.2) | ||||
| 4-44-1 | Supplemental Indenture, dated March 3, 2008, to Senior Note Indenture between Potomac Electric Power Company and The Bank of New York Mellon (File No. 001-01072, Form 10-K dated March 2, 2009, Exhibit 4.3) | ||||
| 4-45 | Mortgage and Deed of Trust of Delaware Power & Light Company to The Bank of New York Mellon (ultimate successor to the New York Trust Company), as trustee, dated as of October 1, 1943, and copies of the First through Sixty-Eighth Supplemental Indentures thereto (File No. 33-1763, Registration Statement dated November 27, 1985, Exhibit 4-A)(a) | ||||
| 4-45-1 | Supplemental Indentures to Delmarva Power & Light Company Mortgage. | ||||
| Dated as of | File Reference | Exhibit No. | |||
| January 1, 1986 | 33-39756, Registration Statement, 4/03/91(a) | 4-B | |||
| June 1, 1986 | 33-24955, Registration Statement, 10/13/88(a) | 4-B | |||
| January 1, 1987 | 33-24955, Registration Statement, 10/13/88(a) | 4-B | |||
| September 1, 1987 | 33-24955, Registration Statement, 10/13/88(a) | 4-B | |||
| October 1, 1987 | 33-24955, Registration Statement, 10/13/88(a) | 4-B | |||
| January 1, 1988 | 33-24955, Registration Statement, 10/13/88(a) | 4-B | |||
| Dated as of | File Reference | Exhibit No. | |||
| December 1, 1988 | 33-39756, Registration Statement, 4/03/91(a) | 4-D | |||
| January 1, 1989 | 33-39756, Registration Statement, 4/03/91(a) | 4-E | |||
| March 1, 1990 | 33-39756, Registration Statement, 4/03/91(a) | 4-F | |||
| January 1, 1991 | 33-46892, Registration Statement, 4/1/92(a) | 4-E | |||
| July 1, 1991 | 33-46892, Registration Statement, 4/1/92(a) | 4-F | |||
| February 1, 1992 | 33-49750, Registration Statement, 7/17/92(a) | 4 | |||
| May 1, 1992 | 33-57652, Registration Statement, 1/29/93(a) | 4-G | |||
| October 1, 1992 | 33-63582, Registration Statement, 5/28/93(a) | 4-H | |||
| January 1, 1993 | 33-50453, Registration Statement, 10/1/93(a) | 99 | |||
| June 1, 1993 | 33-53855, Registration Statement, 1/30/95(a) | 4-J | |||
| July 1, 1993 | 33-53855, Registration Statement, 1/30/95(a) | 4-K | |||
| October 1, 1993 | 33-53855, Registration Statement, 1/30/95(a) | 4-L | |||
| January 1, 1994 | 33-53855, Registration Statement, 1/30/95(a) | 4-M | |||
| October 1, 1994 | 33-53855, Registration Statement, 1/30/95(a) | 4-N | |||
| January 1, 1995 | 333-00505, Registration Statement, 1/29/96(a) | 4-K | |||
| June 1, 1995 | 333-00505, Registration Statement, 1/29/96(a) | 4-L | |||
| January 1, 1996 | 333-24059, Registration Statement, 3/27/97(a) | 4-L | |||
| January 1, 1997 | 001-01405, Form 10-K, 2/24/12 | 4.4 | |||
| January 1, 1998 | 001-01405, Form 10-K, 2/24/12 | 4.4 | |||
| January 1, 1999 | 001-01405, Form 10-K, 2/24/12 | 4.4 | |||
| January 1, 2000 | 333-145691-02, Post Effective Amendment No. 1 to Registration Statement, 11/18/08 | 4.24(k) | |||
| Dated as of | File Reference | Exhibit No. | |||
| April 5, 2017 | 001-01405, Form 10-Q, 5/3/17 | 4.5 | |||
| April 3, 2018 | 000-01405, Form 10-Q, 5/2/18 | 4.3 | |||
| June 1, 2018 | 000-01405, Form 8-K, 6/21/18 | 4.2 |
| Exhibit No. | Description | |||||
| 4-46 | Indenture between Delmarva Power & Light Company and The Bank of New York Mellon Trust Company, N.A. (ultimate successor to Manufacturers Hanover Trust Company), as trustee, dated as of November 1, 1988 (File No. 33-46892, Registration Statement dated April 1, 1992, Exhibit 4-G)(a) | |||||
| 4-47 | Mortgage and Deed of Trust, dated January 15, 1937, between Atlantic City Electric Company and The Bank of New York Mellon (formerly Irving Trust Company), as trustee (File No. 2-66280, Registration Statement dated December 21, 1979, Exhibit 2(a))(a) | |||||
| 4-47-1 | Supplemental Indentures to Atlantic City Electric Company Mortgage. | |||||
| Dated as of | File Reference | Exhibit No. | ||||
| June 1, 1949 | 2-66280, Registration Statement, 12/21/79(a) | 2(b) | ||||
| July 1, 1950 | 2-66280, Registration Statement, 12/21/79(a) | 2(b) | ||||
| November 1, 1950 | 2-66280, Registration Statement, 12/21/79(a) | 2(b) | ||||
| March 1, 1952 | 2-66280, Registration Statement, 12/21/79(a) | 2(b) | ||||
| January 1, 1953 | 2-66280, Registration Statement, 12/21/79(a) | 2(b) | ||||
| March 1, 1954 | 2-66280, Registration Statement, 12/21/79(a) | 2(b) | ||||
| March 1, 1955 | 2-66280, Registration Statement, 12/21/79(a) | 2(b) | ||||
| January 1, 1957 | 2-66280, Registration Statement, 12/21/79(a) | 2(b) | ||||
| April 1, 1958 | 2-66280, Registration Statement, 12/21/79(a) | 2(b) | ||||
| April 1, 1959 | 2-66280, Registration Statement, 12/21/79(a) | 2(b) | ||||
| March 1, 1961 | 2-66280, Registration Statement, 12/21/79(a) | 2(b) | ||||
| July 1, 1962 | 2-66280, Registration Statement, 12/21/79(a) | 2(b) | ||||
| March 1, 1963 | 2-66280, Registration Statement, 12/21/79(a) | 2(b) | ||||
| Dated as of | File Reference | Exhibit No. | ||||
| February 1, 1966 | 2-66280, Registration Statement, 12/21/79(a) | 2(b) | ||||
| April 1, 1970 | 2-66280, Registration Statement, 12/21/79(a) | 2(b) | ||||
| September 1, 1970 | 2-66280, Registration Statement, 12/21/79(a) | 2(b) | ||||
| May 1, 1971 | 2-66280, Registration Statement, 12/21/79(a) | 2(b) | ||||
| April 1, 1972 | 2-66280, Registration Statement, 12/21/79(a) | 2(b) | ||||
| June 1, 1973 | 2-66280, Registration Statement, 12/21/79(a) | 2(b) | ||||
| January 1, 1975 | 2-66280, Registration Statement, 12/21/79(a) | 2(b) | ||||
| May 1, 1975 | 2-66280, Registration Statement, 12/21/79(a) | 2(b) | ||||
| December 1, 1976 | 2-66280, Registration Statement, 12/21/79(a) | 2(b) | ||||
| January 1, 1980 | Form 10-K, 3/25/81(a) | 4(e) | ||||
| May 1, 1981 | Form 10-Q, 8/10/81(a) | 4(a) | ||||
| November 1, 1983 | Form 10-K, 3/30/84(a) | 4(d) | ||||
| April 15, 1984 | Form 10-Q, 5/14/84(a) | 4(a) | ||||
| July 15, 1984 | Form 10-Q, 8/13/84(a) | 4(a) | ||||
| October 1, 1985 | Form 10-Q, 11/12/85(a) | 4 | ||||
| May 1, 1986 | Form 10-Q, 5/12/86(a) | 4 | ||||
| July 15, 1987 | Form 10-K, 3/28/88(a) | 4(d) | ||||
| October 1, 1989 | Form 10-Q for quarter ended 9/30/89(A) | 4(a) | ||||
| March 1, 1991 | Form 10-K, 3/28/91(a) | 4(d)(1) | ||||
| May 1, 1992 | 33-49279, Registration Statement, 1/6/93(a) | 4(b) | ||||
| January 1, 1993 | 333-108861, Registration Statement, 9/17/03 | 4.05(hh) | ||||
| August 1, 1993 | Form 10-Q, 11/12/93(a) | 4(a) | ||||
| September 1, 1993 | Form 10-Q, 11/12/93(a) | 4(b) | ||||
| November 1, 1993 | Form 10-K, 3/29/94(a) | 4(c)(1) | ||||
| June 1, 1994 | Form 10-Q, 8/14/94(a) | 4(a) | ||||
| October 1, 1994 | Form 10-Q, 11/14/94(a) | 4(a) | ||||
| Dated as of | File Reference | Exhibit No. | ||||
| November 1, 1994 | Form 10-K, 3/21/95(a) | 4(c)(1) | ||||
| March 1, 1997 | 001-03559, Form 8-K, 3/24/97 | 4(b) | ||||
| April 1, 2004 | 001-03559, Form 8-K, 4/6/04 | 4.3 | ||||
| August 10, 2004 | 001-03559, Form 10-Q, 11/9/04 | 4 | ||||
| March 8, 2006 | 001-03559, Form 8-K, 3/17/06 | 4 | ||||
| November 6, 2008 | 001-03559, Form 8-K, 11/10/08 | 4.2 | ||||
| March 29, 2011 | 001-03559, Form 8-K, 4/1/11 | 4.2 | ||||
| August 18, 2014 | 001-03559, Form 8-K, 8/19/14 | 4.2 | ||||
| December 1, 2015 | 001-03559, Form 8-K, 12/2/15 | 4.2 | ||||
| October 9, 2018 | 001-03559, Form 8-K, 10/16/18 | 4.1 |
| Power of Attorney (PECO Energy Company) | |
| 24-25 | Christopher M. Crane |
| 24-26 | M. Walter D’Alessio |
| 24-27 | Nicholas DeBenedictis |
| Exhibit No. | Description |
| 24-28 | Nelson A. Diaz |
| 24-29 | John S. Grady |
| 24-30 | Rosemarie B. Greco |
| 24-31 | Michael A. Innocenzo |
| 24-32 | Charisse R. Lillie |
| 24-33 | Anne R. Pramaggiore |
| Power of Attorney (Baltimore Gas and Electric Company) | |
| 24-34 | Ann C. Berzin |
| 24-35 | Calvin G. Butler, Jr. |
| 24-36 | Christopher M. Crane |
| 24-37 | Michael E. Cryor |
| 24-38 | James R. Curtiss |
| 24-39 | Joseph Haskins, Jr. |
| 24-40 | Anne R. Pramaggiore |
| 24-41 | Michael D. Sullivan |
| 24-42 | Maria Harris Tildon |
| Power of Attorney (Pepco Holdings LLC) | |
| 24-43 | Christopher M. Crane |
| 24-44 | Linda W. Cropp |
| 24-45 | Michael E. Cryor |
| 24-46 | Ernest Dianastasis |
| 24-47 | Debra P. DiLorenzo |
| 24-48 | Anne R. Pramaggiore |
| 24-49 | David M. Velazquez |
| Power of Attorney (Potomac Electric Power Company) | |
| 24-50 | J. Tyler Anthony |
| 24-51 | Phillip S. Barnett |
| 24-52 | Christopher M. Crane |
| 24-53 | Melissa A. Lavinson |
| 24-54 | Kevin M. McGowan |
| 24-55 | Anne R. Pramaggiore |
| 24-56 | David M. Velazquez |
| Power of Attorney (Delmarva Power & Light Company) | |
| 24-57 | Anne R. Pramaggiore |
| Exhibit No. | Description |
| 24-58 | David M. Velazquez |
| Power of Attorney (Atlantic City Electric Company) | |
| 24-59 | David M. Velazquez |
| Exhibit No. | Description |
| 32-9 | Filed by Calvin G. Butler, Jr. for Baltimore Gas and Electric Company |
| 32-10 | Filed by David M. Vahos for Baltimore Gas and Electric Company |
| 32-11 | Filed by David M. Velazquez for Pepco Holdings LLC |
| 32-12 | Filed by Phillip S. Barnett for Pepco Holdings LLC |
| 32-13 | Filed by David M. Velazquez for Potomac Electric Power Company |
| 32-14 | Filed by Phillip S. Barnett for Potomac Electric Power Company |
| 32-15 | Filed by David M. Velazquez for Delmarva Power & Light Company |
| 32-16 | Filed by Phillip S. Barnett for Delmarva Power & Light Company |
| 32-17 | Filed by David M. Velazquez for Atlantic City Electric Company |
| 32-18 | Filed by Phillip S. Barnett for Atlantic City Electric Company |
| 101.INS | XBRL Instance |
| 101.SCH | XBRL Taxonomy Extension Schema |
| 101.CAL | XBRL Taxonomy Extension Calculation |
| 101.DEF | XBRL Taxonomy Extension Definition |
| 101.LAB | XBRL Taxonomy Extension Labels |
| 101.PRE | XBRL Taxonomy Extension Presentation |
| * | Compensatory plan or arrangements in which directors or officers of the applicable registrant participate and which are not available to all employees. |
| (a) | These filings are not available electronically on the SEC website as they were filed in paper previous to the electronic system that is currently in place. |
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