Exelon (EXC) 10-K risk factor changes: FY2023 vs FY2022

Such risks, which could negatively affect one or more [removed: of the Registrants’ consolidated financial statements, fall primarily under the categories below:]

- the ability of the Utility Registrants to operate their respective transmission and distribution assets, their ability to access capital markets, and the impacts on their results of operations, financial condition or liquidity/cash flows due to public health crises, epidemics or pandemics, [removed: such as COVID-19,] and

- [removed: environmental] [added: energy, environmental,] and climate policy, and

As of December 31, [removed: 2022,] [added: 2023,] approximately 23%, 10%, and 16% of the Registrants’ available credit facilities were with European, Canadian, and Asian banks, respectively.

[removed: If the Utility] Registrants were downgraded, they could experience higher borrowing costs as a result of the downgrade.

[removed: Public] [added: The Registrants could be significantly affected by public] health crises, epidemics, or [removed: pandemics, such as COVID-19 could negatively impact the Registrants' results (All Registrants).][added: pandemics.]

[removed: In addition, any future widespread pandemic or] [added: However, depending on the severity and the resulting impacts to workforce and] other [removed: local or global] [added: resource availability, a public] health [removed: issue] [added: crisis, epidemic, or pandemic] could adversely affect our vendors, [removed: competitors] or customers and customer demand as well as the Registrants’ ability to operate their transmission and distribution assets.

Due to revenue decoupling, operating revenues from electric distribution at ComEd, BGE, Pepco, DPL Maryland, and ACE [added: and gas distribution at BGE] are not affected by abnormal weather.

Extreme weather conditions or damage resulting from storms could stress the Utility Registrants' transmission and distribution systems, communication systems, and technology, resulting in increased maintenance and capital costs and limiting each [removed: company’s] [added: Utility Registrant's] ability to meet peak customer demand.

ComEd and PHI perform an assessment for possible impairment of their goodwill at least annually or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the [added: reporting units below their carrying amount.]

Each of the Utility Registrants has transferred its former generation [removed: business] [added: assets] to [removed: a] [added: one or more] third [removed: party] [added: parties] and in each case the transferee has agreed to assume certain obligations and to indemnify the applicable Utility Registrant for such obligations.

In connection with the restructurings under which ComEd, PECO, and BGE transferred their generating assets to Constellation, Constellation assumed certain of ComEd’s, PECO’s, and BGE's rights and obligations with respect to their former generation [removed: businesses.][added: assets.]

Further, ComEd, PECO, and BGE have entered into agreements with third parties under which the third-party agreed to indemnify ComEd, PECO, or BGE for certain obligations related to their respective former generation [removed: businesses] [added: assets] that have been assumed by Constellation as part of the restructuring.

If [removed: the third-party, Constellation,] [added: Constellation] or [removed: the] [added: a] transferee of [removed: Pepco's, DPL's, or ACE’s] [added: one of the Utility Registrant’s] generation [removed: facilities] [added: assets] experienced events that reduced its creditworthiness or the indemnity arrangement became unenforceable, the applicable Utility Registrant could be liable for any existing or future claims.

In addition, the Utility Registrants have residual liability under certain laws in connection with their former generation [removed: facilities.][added: assets.]

Fundamental changes in [added: laws or] regulations or adverse legislative [added: or regulatory] actions affecting the Registrants’ businesses would require changes in their business planning models and operations.

Changes in the Utility Registrants' respective terms and conditions of service, including their respective rates, along with adoption of new rate structures and constructs, or establishment of new rate cases, are subject to regulatory approval proceedings and/or negotiated settlements that are at times contentious, lengthy, and subject to appeal, which lead to uncertainty as to the ultimate result, and which could [added: result in uncertainties in rate case outcomes, and/or] introduce time delays in effectuating rate changes (All Registrants).

The potential duration of such proceedings creates a risk that rates ultimately approved by the applicable regulatory body may not be sufficient for a Utility Registrant to recover its costs [removed: by the time] [added: once] the rates become effective.

If the Utility Registrants were found in non-compliance with the Federal [removed: and] [added: or] state mandatory reliability standards, they could be subject to remediation costs as well as sanctions, which could include substantial monetary penalties.

These laws and regulations affect the way the Registrants conduct their operations and make capital [removed: expenditures] [added: expenditures,] including how they handle air and water emissions, hazardous and solid waste, and activities affecting surface waters, groundwater, and aquatic and other species.

Violations of these requirements could subject the Registrants to enforcement actions, capital expenditures to bring existing facilities into compliance, additional operating costs for remediation and clean-up costs, civil penalties and exposure to third parties’ claims [removed: for alleged health or property damages, or operating restrictions to achieve compliance.]

Changes to current state legislation or the development of Federal legislation that requires the use of [removed: clean,] [added: low-emission,] renewable, [removed: and] [added: and/or] alternate fuel sources could significantly impact the Utility Registrants, especially if timely cost recovery is not allowed.

Federal and state legislation mandating the implementation of energy conservation programs that require the implementation of new technologies, such as smart meters and smart grid, could increase capital expenditures and could significantly impact the Utility [removed: Registrants] [added: Registrants'] consolidated financial statements if timely cost recovery is not allowed.

Adverse outcomes in these proceedings could require significant expenditures, result in lost revenue, or [removed: restrict,] [added: restrict] or disrupt business activities.

Adverse publicity [removed: of this nature] could render public service commissions and other regulatory and legislative authorities less likely to view energy companies [added: generally, or the Registrants specifically,] in a favorable light, and could cause [removed: those companies, including] the [removed: Registrants,] [added: Registrants] to be susceptible to less favorable legislative and regulatory outcomes, as well as increased regulatory oversight and more stringent legislative or regulatory requirements.

[removed: On] [added: In] October [removed: 22,] 2019, the SEC notified Exelon and ComEd that it had opened an investigation into their lobbying activities in the state of Illinois.

[removed: Any of the foregoing, as well as] [added: The DPA and] the [removed: appearance of non-compliance] [added: settlement] with [removed: anti-corruption and anti-bribery laws,] [added: the SEC] could have [removed: an] [added: a material] adverse impact on Exelon’s and ComEd’s [removed: reputations] [added: reputation] or relationships with regulatory and legislative authorities, customers, and other [removed: stakeholders, as well as their consolidated financial][added: stakeholders.]

See Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial [removed: Statements.][added: Statements for more information regarding the DPA and SEC settlement.]

On July 17, 2020, ComEd entered into a Deferred Prosecution Agreement [removed: (DPA)] with the [removed: U.S. Attorney’s Office] [added: USAO] for the Northern District of Illinois [removed: (USAO)] to resolve the USAO’s investigation into Exelon’s and ComEd’s lobbying activities in the State of Illinois.

Exelon was not made a party to the DPA and [removed: the investigation by the USAO into Exelon’s activities ended with] no charges [removed: being] [added: were] brought against Exelon.

The DPA [removed: provides] [added: provided] that the USAO [removed: will] [added: would] defer any prosecution of such charge and any other criminal or civil case against ComEd in connection with the matters identified therein for a three-year [removed: period subject to certain obligations of ComEd, including, but not limited to, the following: (i) payment to the U.S. Treasury of $200 million; (ii) continued full cooperation with the government’s investigation; and (iii) ComEd’s adoption and maintenance of remedial measures involving compliance and reporting undertakings as specified in the DPA.][added: period.]

The Registrants primarily operate in the Midwest and Mid-Atlantic of the United States, areas that historically have been prone to various types of severe weather events, and [removed: as such] the Registrants have well-developed response and recovery programs based on these historical events.

However, the Registrants’ physical facilities could be at greater risk of damage as changes in the global climate affect temperature and weather patterns, [removed: or be placed at greater risk of damage should] [added: including if such] climate changes result in more intense, frequent and extreme weather events, elevated levels of precipitation, sea level rise, increased surface water temperatures, [added: wildfires] and/or other effects.

In addition, changes to the climate may impact levels and patterns of demand for energy and related services, which could affect Registrants’ [removed: operations.][added: operations and business.]

Climate Change risks include changes to [removed: the] energy systems due to new technologies, changing customer expectations and/or voluntary GHG goals, as well as local, state, or federal regulatory requirements intended to reduce GHG [removed: emissions.][added: emissions, including through limitation of the use of natural gas.]

To the extent additional GHG reduction legislation and/or regulation becomes effective at the Federal and/or state levels, the Registrants could incur costs to further limit the GHG emissions from their operations or otherwise comply with applicable [removed: requirements.][added: requirements and such legislation and/or regulation could otherwise adversely affect the Registrants' businesses.]

Failures of the equipment or facilities used in the Utility Registrants' delivery systems could interrupt [removed: the] electric transmission [removed: and] [added: and/or] electric [removed: and] [added: or] natural gas delivery, which could result in a loss of revenues and an increase in maintenance and capital expenditures.

Equipment or facilities failures can [removed: be] [added: occur] due to several factors, including natural causes such as weather or information systems failure.

[removed: Specifically, if the implementation of AMI, smart] grid, or other technologies in the Utility Registrants' service territory fail to perform as intended or are not successfully integrated with billing and other information systems, or if any of the financial, accounting, or other data processing systems fail or have other significant shortcomings, the Utility Registrants' financial results could be negatively impacted.

Regulated utilities, which are required to provide service to all customers within their [added: respective] service [removed: territory,] [added: territories,] have generally been afforded liability protections against claims by customers relating to failure of service.

of the Registrants’ consolidated financial statements, are captured below.

Although the risks are generally organized by category and separately described, many of these risks are interrelated.

Additionally, the risks should be considered holistically with other information included in this filing and future filings with the SEC.

If the Utility

Registrants cannot always predict when or whether legislative or regulatory action will occur and may not be able to influence the outcome of legislative or regulatory initiatives.

In addition to potential timing delays, the Registrants also face other uncertainties in rate proceedings that could impact recovery, including not obtaining anticipated allowed rates of return, allowed capital structures, or allowed return on pension assets, and various other factors.

for alleged health or property damages, or operating restrictions to achieve compliance.

The activities associated with the past Deferred Prosecution Agreement and the now resolved associated SEC investigation could have a material adverse effect on Exelon’s and ComEd’s

reputation and relationship with legislators, regulators, and customers that could affect their ability to achieve actions and approvals (Exelon and ComEd).

That period expired, and the pending charge was dismissed, in July 2023.

On September 28, 2023, Exelon and ComEd reached a settlement with the SEC to fully resolve the matter.

Those impacts could affect, or make more difficult, their efforts to achieve actions or approvals associated with operations.

Specifically, if the implementation of AMI, smart

Risks from cybersecurity and physical threats to energy infrastructures are increasing.

Several U.S. government agencies have warned of increased risks related to physical attacks, ransomware attacks and cybersecurity threats related to the energy sector and its supply chains, and that the risks may escalate during periods of heightened geopolitical tensions.

In addition, the rapid evolution and increased adoption of artificial intelligence technologies may intensify the Registrants' cybersecurity risks.

The Registrants' reliance on vendors to provide services and equipment, and its shared information systems with Constellation pursuant to the Transition Services Agreement between Exelon and Constellation, increases the risk to assets, systems, and data.

While some of the Registrants' vendors have experienced cybersecurity incidents, such incidents have not, to Registrants' knowledge, resulted in material impact to any of the Registrants to date.

The risk of these events and security breaches occurring continues to intensify.

The Registrants have been, and will likely continue to be, subjected to physical and cyber-attacks.

While to date none of the Registrants has directly experienced a material breach or material disruption to its network or information systems or operations, as such attacks continue to increase in sophistication and frequency, the Registrants may be subject to a material breach or material disruption in the future.

The Registrants have plans in place to respond to such events.

Disruptions or cost increases in the supply chain, including shortages in labor, materials or parts, could materially impact the timing and execution of capital projects, as well as other aspects of the Registrants' businesses.

strain customer and regulatory agency relationships.

Such initiatives may not be successful, and failures could result in adverse financial or reputational consequences.

See ITEM 7.

COVID-19 disrupted economic activity in the Registrants’ respective markets and negatively affected the Registrants’ results of operations in 2020.

However, the financial impacts were not material for the years ended December 31, 2021 and December 31, 2022, other than the 2022 impairment disclosure within Note 11 — Asset Impairments.

The Registrants cannot predict the full extent of the impacts of COVID-19, which will depend on, among other things, the rate, and public perceptions of the effectiveness, of vaccinations and rate of resumption of business activity.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Executive Overview for additional information.

reporting units below their carrying amount.

The Registrants cannot predict when or whether legislative or regulatory proposals could become law or what their effect would be on the Registrants.

Exelon and ComEd have received requests for information related to an SEC investigation into their lobbying activities.

The outcome of the investigations could have a material adverse effect on their reputation and consolidated financial statements (Exelon and ComEd).

Exelon and ComEd have cooperated fully, including by providing all information requested by the SEC, and intend to continue to cooperate fully and expeditiously with the SEC.

The outcome of the SEC’s investigation cannot be predicted and could subject Exelon and ComEd to civil penalties, sanctions, or other remedial measures.

statements.

If ComEd violates its Deferred Prosecution Agreement announced on July 17, 2020, it could have an adverse effect on the reputation and consolidated financial statements of Exelon and ComEd (Exelon and ComEd).

If ComEd is found to have breached the terms of the DPA, the USAO may elect to prosecute, or bring a civil action against, ComEd for conduct alleged in the DPA or known to the government, which could result in fines or penalties and could have an adverse impact on Exelon’s and ComEd’s reputation or relationships with regulatory and legislative authorities, customers and other stakeholders, as well as their consolidated financial statements.

The Registrants face physical security and cybersecurity risks.

Additionally, the U.S. government has warned that the Ukraine conflict may increase the risks of attacks targeting critical infrastructure in the United States.

The risk of these events and security breaches occurring continues to intensify, and while the Registrants have been, and will likely continue to be, subjected to physical and cyber-attacks, to date none have directly experienced a material breach or material disruption to its network or information systems or our operations.

However, as such attacks continue to increase in sophistication and frequency, the Registrants may be unable to prevent all such attacks in the future.

The Utility Registrants' deployment of smart meters throughout their service territories could increase the risk of damage from an intentional disruption of the system by third parties.

The Registrants could be significantly affected by the outbreak of a pandemic.

Exelon has plans in place to respond to a pandemic.

However, depending on the severity of a pandemic and the resulting impacts to workforce and other resource availability, the ability to operate Exelon's transmission and distribution assets could be adversely affected.

Additionally, if critical parts are not available, it may impact the timing of execution of capital projects.

Such initiatives may not be successful.

The separation may not achieve some or all of the benefits anticipated by Exelon and, following the separation, Exelon's common stock price may underperform relative to Exelon's expectations.

By separating the Utility Registrants and Constellation, Exelon created two publicly traded companies with the resources necessary to best serve customers and sustain long-term investment and operating excellence.

The separate companies are expected to create value by having the strategic flexibility to focus on their unique customer, market and community priorities.

However, the separation may not provide such results on the scope or scale that Exelon anticipates, and Exelon may not realize the anticipated benefits of the separation.

Failure to do so could have a material adverse effect on Exelon's financial statements and its common stock price.

Further, the indemnities from Constellation for Exelon's benefit may not be

Exelon is a utility services holding company engaged in the energy [removed: distribution and] transmission [added: and distribution] businesses through [added: its six reportable segments:] ComEd, PECO, BGE, Pepco, DPL, and ACE.

For discussion of the Utility Registrants' year ended December 31, [removed: 2021] [added: 2022] compared to the year ended December 31, [removed: 2020,] [added: 2021,] refer to ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the [removed: 2021 Recast] [added: 2022] Form 10-K, which was filed with the SEC on [removed: June 30, 2022.][added: February 14, 2023.]

[added: COVID-19.] There were no material impacts to [removed: Exelon] [added: the Registrants] from unfavorable economic conditions due to COVID-19 for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] other than the 2022 impairment discussed below.

See Note [removed: 12] [added: 11] — Asset Impairments for additional information related to this impairment assessment.

GAAP Results of Operations. The following table sets forth Exelon's GAAP consolidated Net income attributable to common shareholders from continuing operations [removed: and the Utility Registrants' Net income] [added: by Registrant] for the year ended December 31, [removed: 2022] [added: 2023] compared to the same period in [removed: 2021.][added: 2022.]

For additional information regarding the financial results for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022,] see the discussions of Results of Operations by Registrant.

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | Favorable (Unfavorable) Variance | | |

| PECO | | | [removed: 576] [added: 563] | | | | | | [removed: 504] [added: 576] | | | | | | [removed: 72] [added: (13)] | | |

| BGE | | | [removed: 380] [added: 485] | | | | | | [removed: 408] [added: 380] | | | | | | [removed: (28)] [added: 105] | | |

| PHI | | | [removed: 608] [added: 590] | | | | | | [removed: 561] [added: 608] | | | | | | [removed: 47] [added: (18)] | | |

| Pepco | | | [removed: 305] [added: 306] | | | | | | [removed: 296] [added: 305] | | | | | | [removed: 9] [added: 1] | | |

| DPL | | | [removed: 169] [added: 177] | | | | | | [removed: 128] [added: 169] | | | | | | [removed: 41] [added: 8] | | |

| ACE | | | [removed: 148] [added: 120] | | | | | | [removed: 146] [added: 148] | | | | | | [removed: 2] [added: (28)] | | |

| Other(a) | | | [removed: (427)] [added: (400)] | | | | | | [removed: (599)] [added: (427)] | | | | | | [removed: 172] [added: 27] | | |

[removed: (a)Primarily] [added: (a)Other primarily] includes eliminating and consolidating adjustments, Exelon’s corporate operations, shared service entities, and other financing and investing activities.

The separation of [removed: Constellation Energy Corporation,] [added: Constellation,] including Generation and its subsidiaries, [removed: meets] [added: met] the criteria for discontinued operations and as such, Generation's results of operations are presented as discontinued operations and have been excluded from Exelon's continuing operations for [removed: all periods presented.][added: the year ended December 31, 2022 presented in the table]

Accounting rules require [removed: that] certain BSC costs previously allocated to Generation [added: to] be presented as part of Exelon’s continuing operations as these costs do not qualify as expenses of the discontinued operations.

Such costs are included in Other in the table above and were $28 million [removed: and $429 million] on a pre-tax basis, for the [removed: years] [added: year] ended December 31, [removed: 2022 and 2021, respectively.][added: 2022.]

Year Ended December 31, [removed: 2022] [added: 2023] Compared to Year Ended December 31, [removed: 2021.] [added: 2022.] Net income attributable to common shareholders from continuing operations increased by [removed: $438] [added: $274] million and [removed: diluted] [added: Diluted] earnings per average common share from continuing operations increased to [removed: $2.08] [added: $2.34] in [removed: 2022] [added: 2023] from [removed: $1.65] [added: $2.08] in [removed: 2021] [added: 2022] primarily due to:

- Higher electric distribution [removed: earnings] and [removed: energy efficiency] [added: transmission] earnings from higher [removed: rate base and higher] allowed ROE due to an increase in treasury rates [added: and higher rate base] at ComEd;

- [removed: The favorable] [added: Favorable] impacts of rate increases at PECO, BGE, and PHI;

- [removed: Favorable impacts of decreased] [added: Higher] storm costs at PECO and BGE; and

[removed: - An income tax expense recorded] [added: For Corporate,] in connection with the [removed: separation] [added: separation, Exelon recorded an income tax expense] primarily due to the long-term marginal state income tax rate change, the recognition of valuation allowances against the net deferred tax assets positions for certain standalone state filing jurisdictions, and nondeductible transaction costs partially offset by a one-time impact associated with a state tax [removed: benefit;][added: benefit.]

[removed: - An] [added: (d)In 2022, for PECO, primarily reflects an] adjustment [removed: at PECO] to exclude one-time non-cash impacts associated with the remeasurement of deferred income taxes as a result of the reduction in Pennsylvania corporate income tax [removed: rate;][added: rate.]

- Higher [removed: credit loss] [added: interest] expense at PECO, BGE, [added: PHI,] and [removed: PHI;][added: Exelon Corporate;]

- Higher [removed: storm] [added: contracting] costs at PHI; [removed: and]

This information is intended to enhance an investor’s overall understanding of [removed: year-to-year] [added: year-over-year] operating results and provide an indication of Exelon’s baseline operating performance excluding items [removed: that are] [added: not] considered by management to be [removed: not] directly related to the ongoing operations of the business.

The following table provides a reconciliation between Net income attributable to common shareholders from continuing operations as determined in accordance with GAAP and Adjusted (non-GAAP) operating earnings for the year ended December 31, [removed: 2022] [added: 2023] compared to [removed: 2021:][added: 2022:]

| Net [removed: Income Attributable] [added: income attributable] to [removed: Common Shareholders] [added: common shareholders] from [removed: Continuing Operations] [added: continuing operations] | | | $ | [removed: 2,054] [added: 2,328] | | | | | $ | [removed: 2.08] [added: 2.34] | | | | | $ | [removed: 1,616] [added: 2,054] | | | | | $ | [removed: 1.65] [added: 2.08] | |

| [removed: Mark-to-Market Impact] [added: Mark-to-market impact] of [removed: Economic Hedging Activities] [added: economic hedging activities] (net of taxes of $1 and [removed: $3,] [added: $1,] respectively) | | | [removed: 4] [added: (4)] | | | | | | — | | | | | | 4 | | | | | | — | | |

| Asset [removed: Impairments] [added: impairments] (net of taxes of [removed: $10)(a)] [added: $10)(b)] | | | [removed: 38] [added: —] | | | | | | [removed: 0.04] [added: —] | | | | | | [removed: —] [added: 38] | | | | | | [removed: —] [added: 0.04] | | |

| Asset [removed: Retirement Obligation] [added: retirement obligations] (net of taxes of [removed: $2] [added: $1] and [removed: $1,] [added: $2,] respectively) | | | [removed: (4)] [added: (1)] | | | | | | — | | | | | | [removed: 2] [added: (4)] | | | | | | — | | |

| [removed: Acquisition Related Costs] [added: Separation costs] (net of taxes of [removed: $5)(d)] [added: $7 and $10, respectively)(c)] | | | [removed: —] [added: 22] | | | | | | [removed: —] [added: 0.02] | | | | | | [removed: 15] [added: 24] | | | | | | 0.02 | | |

| ERP [removed: System Implementation Costs] [added: system implementation costs] (net of taxes of [removed: $0 and $4, respectively)(e)] [added: $0)(a)] | | | [removed: 1] [added: —] | | | | | | — | | | | | | [removed: 13] [added: 1] | | | | | | [removed: 0.01] [added: —] | | |

| Income [removed: Tax-Related Adjustments] [added: tax-related adjustments] (entire amount represents tax [removed: expense)(g)] [added: expense)(d)] | | | [removed: 122] [added: (54)] | | | | | | [removed: 0.12] [added: (0.05)] | | | | | | [removed: 62] [added: 122] | | | | | | [removed: 0.06] [added: 0.12] | | |

| Adjusted (non-GAAP) [removed: Operating Earnings] [added: operating earnings] | | | $ | [removed: 2,239] [added: 2,377] | | | | | $ | [removed: 2.27] [added: 2.38] | | | | | $ | [removed: 1,791] [added: 2,239] | | | | | $ | [removed: 1.83] [added: 2.27] | |

The marginal statutory income tax rates for [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] ranged from 24.0% to 29.0%.

[removed: (a)Reflects] [added: (b)Reflects] costs related to the impairment of an office building at BGE, which are recorded in Operating and maintenance expense.

[removed: (e)Reflects] [added: (a)Reflects] costs related to a multi-year ERP system implementation, which are recorded in Operating and maintenance expense.

| Exelon | | | $ | 2,328 | | | | | $ | 2,054 | | | | | $ | 274 | |

| ComEd | | | 1,090 | | | | | | 917 | | | | | | 173 | | |

above.

There were no such costs included in Exelon's continuing operations for the year ended December 31, 2023

- Favorable impacts of the multi-year plans including the recognition of the reconciliation in 2023 at BGE;

- Higher carrying costs related to the CMC regulatory assets at ComEd; and

- Unfavorable weather at PECO and PHI;

- Higher realized losses from hedging activity at Exelon Corporate.

| | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | |

| Change in environmental liabilities (net of taxes of $8) | | | 29 | | | | | | 0.03 | | | | | | — | | | | | | — | | |

| SEC matter loss contingency (net of taxes of $0) | | | 46 | | | | | | 0.05 | | | | | | — | | | | | | — | | |

| Change in FERC audit liability (net of taxes of $4) | | | 11 | | | | | | 0.01 | | | | | | — | | | | | | — | | |

At-the-Market Program

In November and December 2023, Exelon issued approximately 3.6 million shares of Common stock at an average gross price of $39.58 per share.

The net proceeds from these issuances were $140 million, which were used for general corporate purposes.

| | | | January 17, 2023 | | | | | | Electric | | | | | | $ | 1,487 | | | | | $ | 501 | | | | | 8.905% | | | | | | December 14, 2023 | | | | | | January 1, 2024 | | | | | |

| | | | February 17, 2023 | | | | | | Electric | | | | | | $ | 313 | | | | | $ | 179 | | | | | 9.50% | | | | | | December 14, 2023 | | | | | | January 1, 2024 | | | | | |

| | | | | | | Natural Gas | | | | | | $ | 289 | | | | | $ | 229 | | | | | 9.45% | | | | | | | | | | | | | | | | | | | | |

| Pepco - District of Columbia | | | | | | April 13, 2023 | | | | | | Electric | | | | | | $ | 191 | | | | | 10.50% | | | | | | Third quarter of 2024 | | |

| Pepco - Maryland | | | | | | May 16, 2023 (amended January 26, 2024) | | | | | | Electric | | | | | | $ | 188 | | | | | 10.50% | | | | | | Second quarter of 2024 | | |

The audit period extends back to January 1, 2017.

Based on the preliminary findings and discussions with FERC staff, ComEd determined that a loss was probable and recorded a regulatory liability to reflect its best estimate of that loss in the first quarter of 2023.

On July 27, 2023, FERC issued a final audit report which included, among other things, findings and recommendations related to ComEd's methodology regarding the allocation of certain overhead costs to capitalized construction costs under FERC regulations, including a suggestion that refunds may be due to customers for amounts collected in previous years.

On August 28, 2023, ComEd filed a formal notice of the issues it will contest.

On December 14, 2023, FERC appointed a settlement judge for the contested overhead allocation findings.

The final outcome and resolution of any contested audit issues as well as a reasonable estimate of potential future losses cannot be accurately estimated at this stage; however, the final resolution of these matters could result in recognition of future losses, above the amounts currently accrued, that could be material to the Exelon and ComEd financial statements.

ACE Employee Strike

ACE’s collective bargaining agreement with the International Brotherhood of Electrical Workers (IBEW) Local 210, expired on November 2, 2023.

On November 5, 2023, IBEW Local 210 initiated a strike in ACE’s service territory.

While the work stoppage did not result in a disruption in service to customers, Exelon, PHI, and ACE incurred unfavorable impacts to Net income of approximately $31 million, $31 million, and $32 million for the year ended December 31, 2023.

On December 5, 2023, IBEW Local 210 ratified a new collective bargaining agreement with ACE and ceased the work stoppage.

results of operations, cash flows, and financial positions.

In June 2023, the National Telecommunications and Information Administration (NTIA) announced it selected two of the applications submitted by BGE and ComEd; awarding ComEd and BGE $14.5 million and $15.4 million respectively.

The applications selected by NTIA for BGE and ComEd proposed projects designed to enhance electric grid reliability and resiliency while leading and advancing shared local, state, and national goals to increase broadband connectivity, redundancy, affordability, and equity.

In March 2023, Exelon, ComEd, and PHI submitted three applications related to the Smart Grid Grants program under section 40107 of IIJA.

These applications are focused on replacing existing Advanced Distribution Management Systems (ADMS) in support of distributed energy resources (DERs) and grid-edged technologies, strengthening interoperability and data architecture of systems in support of two-way power flows and accelerating advanced metering deployment in disadvantaged communities.

In October 2023, ComEd’s project, Deployment of a Community-Oriented Interoperable Control Framework for Aggregating and Integrating Distributed Energy Resources and Other Grid-Edge Devices, was recommended by the Grid Deployment Office (GDO) for negotiation of a final award up to $50 million.

This project will enable ComEd and its local partners to deploy the next generation of grid technologies that support the growth of solar and electric vehicles (EVs), while piloting new local workforce training initiatives to support job creation connected to the clean energy transition.

The GDO has indicated the award negotiation process can take approximately 120 days.

In April 2023, ComEd, PECO, BGE, and PHI submitted seven applications related to the Grid Resilience Grants program under section 40101(c) of IIJA.

Exelon has six reportable segments consisting of ComEd, PECO, BGE, Pepco, DPL, and ACE.

COVID-19. The Registrants have taken steps to mitigate the potential risks posed by the global outbreak (pandemic) of COVID-19.

The Registrants provide a critical service to our customers which means that it is paramount that we keep our employees who operate our businesses safe and minimize unnecessary risk of exposure to the virus by taking extra precautions for employees who work in the field and in our facilities.

The Registrants have implemented work from home policies where appropriate, and imposed travel limitations on employees.

The Registrants continue to implement strong physical and cyber-security measures to ensure that our systems remain functional in order to both serve our operational needs with a remote workforce and keep them running to ensure uninterrupted service to our customers.

There were no changes in internal control over financial reporting as a result of COVID-19 that materially affected, or are reasonably likely to materially affect, any of the Registrants’ internal control over financial reporting.

See ITEM 9A.

CONTROLS AND PROCEDURES for additional information.

None of the other Registrants recorded material impairment charges in 2022 as a result of COVID-19.

Additionally, there were no material impairment charges recorded in 2021 as a result of COVID-19.

The Registrants will continue to monitor developments affecting their workforce, customers, and suppliers and will take additional precautions that they determine to be necessary in order to mitigate the impacts.

The Registrants cannot predict the full extent of the impacts of COVID-19, which will depend on, among other things, the rate, and public perceptions of the effectiveness, of vaccinations and rate of resumption of business activity.

| | | | | | | | | | | | | | | | | | |

| Exelon | | | 2,054 | | | | | | 1,616 | | | | | | $ | 438 | |

| ComEd | | | 917 | | | | | | 742 | | | | | | 175 | | |

- Higher interest expense at PECO, BGE, PHI, and Exelon Corporate.

| | | | For the Years Ended December 31, | | | | | | | | | | | | | | | | | | | | |

| | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | |

| Cost Management Program (net of taxes of $1)(b) | | | — | | | | | | — | | | | | | 6 | | | | | | 0.01 | | |

| COVID-19 Direct Costs (net of taxes of $6)(c) | | | — | | | | | | — | | | | | | 14 | | | | | | 0.01 | | |

| Separation Costs (net of taxes of $10 and $21, respectively)(f) | | | 24 | | | | | | 0.02 | | | | | | 58 | | | | | | 0.06 | | |

(b)Primarily represents reorganization costs related to cost management programs.

(c)Represents direct costs related to COVID-19 consisting primarily of costs to acquire personal protective equipment, costs for cleaning supplies and services, and costs to hire healthcare professionals to monitor the health of employees, which are recorded in Operating and maintenance expense.

(d)Reflects certain BSC costs related to the acquisition of EDF's interest in CENG, which was completed in the third quarter of 2021, that were historically allocated to Generation but are presented as part of continuing operations in Exelon's results as these costs do not qualify as expenses of the discontinued operations per the accounting rules.

(g)In 2021, for PHI, primarily reflects the recognition of a valuation allowance against a deferred tax asset associated with Delaware net operating loss carryforwards due to a change in Delaware tax law.

In 2022, for PECO, primarily reflects an adjustment to exclude one-time non-cash impacts associated with the remeasurement of deferred income taxes as a result of the reduction in Pennsylvania corporate income tax rate.

In 2022, for Corporate, in connection with the separation, Exelon recorded an income tax expense primarily due to the long-term marginal state income tax rate change, the recognition of valuation allowances against the deferred tax assets positions for certain standalone state filing jurisdictions, and nondeductible transaction costs partially offset by a one-time impact associated with a state tax benefit.

Equity Securities Offering

On August 4, 2022, Exelon entered into an agreement with certain underwriters in connection with an underwritten public offering of 12.995 million shares of its common stock, no par value.

The net proceeds were $563 million before expenses paid by Exelon.

| PECO - Pennsylvania | | | | | | March 30, 2021 | | | | | | Electric | | | | | | 246 | | | | | | 132 | | | | | | N/A | | | | | | November 18, 2021 | | | | | | January 1, 2022 | | |

| Pepco - District of Columbia | | | | | | May 30, 2019 (amended June 1, 2020) | | | | | | Electric | | | | | | 136 | | | | | | 109 | | | | | | 9.275 | | % | | | | June 8, 2021 | | | | | | July 1, 2021 | | |

| | | | May 19, 2022 | | | | | | Electric | | | | | | 38 | | | | | | 29 | | | | | | 9.60 | | % | | | | December 14, 2022 | | | | | | January 1, 2023 | | | | | |

| DPL - Delaware | | | | | | January 14, 2022 (amended August 15, 2022) | | | | | | Natural Gas | | | | | | 13 | | | | | | 8 | | | | | | 9.60 | | % | | | | October 12, 2022 | | | | | | August 14, 2022 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| ComEd - Illinois | | | | | | January 17, 2023 | | | | | | Electric | | | | | | $ | 1,472 | | | | | 10.50% to 10.65% | | | | | | Fourth quarter of 2023 | | |

Pennsylvania Corporate Income Tax Rate Change

On July 8, 2022, Pennsylvania enacted House Bill 1342, which will permanently reduce the corporate income tax rate from 9.99% to 4.99%.

The tax rate will be reduced to 8.99% for the 2023 tax year.

Starting with the 2024 tax year, the rate is reduced by 0.50% annually until it reaches 4.99% in 2031.

See Note 14 — Retirement Benefits of the [removed: 2021 Recast Form 10-K] [added: Combined Notes to Consolidated Financial Statements] for additional information.

ComEd's ROE for its electric distribution service through 2023 [removed: is] [added: was] directly correlated to yields on U.S. Treasury bonds.

Exelon Corporate [removed: may utilize] [added: utilized] interest rate derivatives to mitigate volatility and manage risk to Exelon, which [removed: are] [added: were] typically accounted for as economic hedges.

The [added: Utility] Registrants operate primarily under cost-based rate regulation limiting exposure to the effects of market risk.

ComEd has block energy contracts to procure electric supply that are executed through a competitive [added: procurement process, which are considered derivatives and qualify for NPNS, and as a result are accounted for on an accrual basis of accounting.]

| Commodity derivative contracts(a): | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] and Beyond | | | | | | | | |

| Prices based on model or other valuation methods (Level 3) | | | $ | [removed: (5)] [added: (27)] | | | | | $ | [removed: (8)] [added: (19)] | | | | | $ | [removed: (11)] [added: (16)] | | | | | $ | [removed: (12)] [added: (16)] | | | | | $ | [removed: (13)] [added: (17)] | | | | | $ | [removed: (35)] [added: (38)] | | | | | $ | [removed: (84)] [added: (133)] | |

Beginning January 1, 2024 ComEd's ROE for its electric distribution service will use a fixed rate and no longer be exposed to volatility in yields on U.S. Treasury bonds.

See Note 3 — Regulatory Matters for additional information.

procurement process, which are considered derivatives and qualify for NPNS, and as a result are accounted for on an accrual basis of accounting.

The hedging programs for natural gas procurement have no direct impact on their financial statements.

Exelon is a utility services holding company engaged in the energy [removed: distribution and] transmission [added: and distribution] businesses through ComEd, PECO, BGE, Pepco, DPL, and ACE.

Through its business services subsidiary, BSC, Exelon provides its subsidiaries with a variety of support services at cost, including legal, human resources, [removed: financial,] [added: finance,] information technology, and supply management services.

PHI also has a business services subsidiary, PHISCO, which provides a variety of support services at cost, including legal, finance, engineering, customer operations, [removed: distribution and] transmission [added: and distribution] planning, asset management, system operations, and power procurement, to PHI operating [removed: companies.][added: Registrants.]

The following table presents the size of service territories, populations of each service territory, and the number of customers within each service territory for the Utility Registrants as of December 31, [removed: 2022:][added: 2023:]

| Electric | | | | | | 11,450 | | | | | | 1,900 | | | | | | 2,300 | | | | | | 650 | | | | | | 5,400 | | | | | | [removed: 2,750] [added: 2,700] | | |

| Total(a) | | | | | | 11,450 | | | | | | 2,100 | | | | | | 3,250 | | | | | | 650 | | | | | | 5,400 | | | | | | [removed: 2,750] [added: 2,700] | | |

| Electric | | | | | | [removed: 9.3] [added: 9.2] | | | | | | 4.1 | | | | | | 3.0 | | | | | | 2.4 | | | | | | 1.5 | | | | | | 1.2 | | |

| Total(b) | | | | | | [removed: 9.3] [added: 9.2] | | | | | | 4.1 | | | | | | 3.2 | | | | | | 2.4 | | | | | | 1.5 | | | | | | 1.2 | | |

| Main City Population | | | | | | [removed: 2.7] [added: 2.6] | | | | | | 1.6 | | | | | | 0.6 | | | | | | 0.7 | | | | | | 0.1 | | | | | | 0.1 | | |

| Electric | | | | | | 4.1 | | | | | | 1.7 | | | | | | 1.3 | | | | | | 0.9 | | | | | | [removed: 0.5] [added: 0.6] | | | | | | 0.6 | | |

| Natural Gas | | | | | | N/A | | | | | | [removed: 0.5] [added: 0.6] | | | | | | 0.7 | | | | | | N/A | | | | | | 0.1 | | | | | | N/A | | |

| Total(c) | | | | | | 4.1 | | | | | | 1.7 | | | | | | 1.3 | | | | | | 0.9 | | | | | | [removed: 0.5] [added: 0.6] | | | | | | 0.6 | | |

In certain instances, the Utility Registrants use specific recovery mechanisms [removed: as approved by their respective regulatory agencies.]

DPL customers, with the exception of certain commercial and industrial customers, do not have the [added: choice to purchase natural gas from competitive natural gas suppliers.]

PECO, BGE, and DPL each have annual firm transportation contracts of [removed: 443,000] [added: 445,000] mmcf, 268,000 mmcf, and 44,000 mmcf, respectively, for delivery of gas.

(a)Natural gas from underground storage represents approximately 27%, 42%, and 33% of PECO's, BGE’s, and DPL's [removed: 2022-2023] [added: 2023-2024] heating season [removed: planned supplies,] [added: pipeline capacity,] respectively.

[removed: BGE, Pepco Maryland, DPL Maryland, and] ACE [removed: earn] [added: earns] a return on most of [removed: their] [added: its] energy efficiency and demand response program costs through a regulatory asset.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Liquidity and Capital Resources, for additional information regarding projected [removed: 2023] [added: 2024] capital expenditures.

The Utility Registrants' transmission rates are [removed: established] based on a FERC approved formula [added: and established on an annual basis] as shown below:

Following the separation on February 1, 2022, Exelon is now a [removed: Distribution] [added: transmission] and [removed: Transmission] [added: distribution] company, focused on delivering electricity and natural gas service to our customers and communities.

Exelon's businesses remain focused on maintaining industry leading operational excellence, meeting or exceeding their financial commitments, ensuring timely recovery on investments to enable customer benefits, supporting clean energy [removed: policies including those that advance our jurisdictions' clean energy targets, and continued commitment to corporate responsibility.]

The Utility Registrants anticipate investing approximately [removed: $31] [added: $35] billion over the next four years in electric and natural gas infrastructure improvements and modernization projects, including smart grid technology, storm hardening, advanced reliability technologies, and transmission projects, which is projected to result in an increase to current rate base of approximately [removed: $18] [added: $19] billion by the end of [removed: 2026.][added: 2027.]

Therefore, the Registrants take steps to attract [added: and retain] highly qualified and diverse talent and seek to create hiring and promotion practices that are equitable and neutralize any bias, including unconscious bias.

The Registrants are committed to helping [added: all] employees grow their skills and careers largely through numerous training [removed: opportunities;] [added: opportunities,] mentorship [removed: programs;] [added: programs,] continuous feedback and development [removed: discussions;] [added: discussions,] and evaluations.

The following tables show diversity metrics for all employees and management as of December 31, [removed: 2022.][added: 2023.]

| [removed: Management(e)] [added: Management(d)] | | | | | | Exelon | | | | | | | | | | | | ComEd | | | | | | PECO | | | | | | BGE | | | | | | PHI | | | | | | Pepco | | | | | | DPL | | | | | | ACE | | |

| Aged <30 | | | | | | [removed: 29] [added: 21] | | | | | | | | | | | | [removed: 7] [added: 4] | | | | | | [removed: 9] [added: 4] | | | | | | [removed: 4] [added: 3] | | | | | | [removed: 6] [added: 5] | | | | | | [removed: —] [added: 1] | | | | | | [removed: 2] [added: 1] | | | | | | 2 | | |

[removed: (b)To] [added: (a)To] effectuate Exelon's pay equity goals, Exelon conducts analysis on gender and racial pay equity.

[removed: (c)Information] [added: (b)Information] concerning women and people of color is based on self-disclosed information.

[removed: (d)Total] [added: (c)Total] employees represents the sum of the aged categories.

[removed: (e)Management] [added: (d)Management] is defined as executive/senior level officials and managers as well as all employees who have direct reports and/or supervisory responsibilities.

The table below shows the average turnover rate for all employees for the last three years of [removed: 2020] [added: 2021] to [removed: 2022.][added: 2023.]

Approximately [removed: 44%] [added: 43%] of Exelon’s employees participate in CBAs.

The following table presents employee information, including information about CBAs, as of December 31, [removed: 2022.][added: 2023.]

| | | | Total Employees Covered by CBAs | | | | | | Number of CBAs | | | | | | CBAs New and Renewed in [removed: 2022(a)] [added: 2023(a)] | | | | | | Total Employees Under CBAs New and Renewed in [removed: 2022] [added: 2023] | | |

(a)Does not include CBAs that were extended in [removed: 2022] [added: 2023] while negotiations are ongoing for renewal.

[added: The direct (Scope 1)] GHG emission sources associated with the Registrants include sulfur hexafluoride (SF6) leakage from electric transmission and distribution operations, [added: fossil fuel combustion in motor vehicles and] refrigerant leakage from chilling and cooling [removed: equipment, and fossil fuel combustion in motor vehicles.][added: equipment.]

In addition, PECO, BGE, and DPL, as distributors of natural [removed: gas are regulated with respect to reporting of] [added: gas, have] natural gas (methane) leakage on the natural gas [removed: systems and consumer use of such natural gas.][added: systems.]

In [removed: 2021,] [added: 2022,] Exelon's Scope 1 and 2 GHG emissions, [removed: as revised following its separation from Constellation,] were just over 5.7 million metric tons carbon dioxide equivalent using the World Resources Institute Corporate Standard Market-based accounting.

The remaining 5.2 million metric tons, approximately 91%, are the indirect emissions associated with the [removed: operation and use of the] electric [removed: distribution and] transmission [added: and distribution] system and primarily consists of losses resulting from the Utility Registrant's delivery of electricity to their customers (line losses).

The current ComEd Franchise Agreement with the City of Chicago (the City) has been in force since 1992.

The Franchise Agreement became terminable on one year notice as of December 31, 2020.

It now continues in effect indefinitely unless and until either party issues a notice of termination, effective one year later, or it is replaced by mutual agreement with a new franchise agreement between ComEd and the City.

If either party terminates and no new agreement is reached between the parties, the parties could continue with ComEd providing electric services within the City with no franchise agreement in place.

The City also has an option to terminate and purchase the ComEd system (“municipalize”), which also requires one year notice.

Neither party has issued a notice of termination at this time, the City has not exercised its municipalization option, and no new agreement has become effective.

ComEd is in the process of pursuing a new agreement with the City.

While Exelon and ComEd cannot predict the ultimate outcome, fundamental changes in the agreement or other adverse actions affecting ComEd’s business in the City would require changes in their business planning models

and operations and could have a material adverse impact on Exelon’s and ComEd’s consolidated financial statements.

If the City were to disconnect from the ComEd system, ComEd would seek full compensation for the business and its associated property taken by the City, as well as for all damages resulting to ComEd and its system.

ComEd would also seek appropriate compensation for stranded costs with FERC.

ComEd's electric distribution costs are currently recovered through a multi-year rate plan with case proceedings as filed with the ICC.

as approved by their respective regulatory agencies.

Historically, BGE, Pepco Maryland, and DPL Maryland deferred most of their energy efficiency program costs to a regulatory asset and either deferred most of their demand response program costs to a regulatory asset or capitalized them.

Beginning in 2024, BGE, Pepco, and DPL will begin deferring less energy efficiency and demand response program costs to a regulatory asset.

policies including those that advance our jurisdictions' clean energy targets, and continued commitment to corporate responsibility.

| Female(a)(b) | | | | | | 5,637 | | | | | | | | | | | | 1,672 | | | | | | 813 | | | | | | 808 | | | | | | 1,320 | | | | | | 335 | | | | | | 137 | | | | | | 107 | | |

| People of Color(a)(b) | | | | | | 8,174 | | | | | | | | | | | | 2,822 | | | | | | 1,084 | | | | | | 1,273 | | | | | | 1,895 | | | | | | 867 | | | | | | 233 | | | | | | 158 | | |

| Aged <30 | | | | | | 2,295 | | | | | | | | | | | | 817 | | | | | | 406 | | | | | | 319 | | | | | | 460 | | | | | | 157 | | | | | | 107 | | | | | | 65 | | |

| Aged 30-50 | | | | | | 11,189 | | | | | | | | | | | | 3,976 | | | | | | 1,592 | | | | | | 1,914 | | | | | | 2,352 | | | | | | 754 | | | | | | 491 | | | | | | 351 | | |

| Aged >50 | | | | | | 6,478 | | | | | | | | | | | | 1,881 | | | | | | 1,040 | | | | | | 1,062 | | | | | | 1,471 | | | | | | 443 | | | | | | 320 | | | | | | 205 | | |

| Total Employees(c) | | | | | | 19,962 | | | | | | | | | | | | 6,674 | | | | | | 3,038 | | | | | | 3,295 | | | | | | 4,283 | | | | | | 1,354 | | | | | | 918 | | | | | | 621 | | |

| Female(a)(b) | | | | | | 1,159 | | | | | | | | | | | | 268 | | | | | | 146 | | | | | | 138 | | | | | | 251 | | | | | | 58 | | | | | | 14 | | | | | | 21 | | |

| People of Color(a)(b) | | | | | | 1,303 | | | | | | | | | | | | 388 | | | | | | 143 | | | | | | 190 | | | | | | 313 | | | | | | 119 | | | | | | 35 | | | | | | 30 | | |

| Aged 30-50 | | | | | | 2,045 | | | | | | | | | | | | 580 | | | | | | 208 | | | | | | 314 | | | | | | 447 | | | | | | 123 | | | | | | 63 | | | | | | 45 | | |

| Aged >50 | | | | | | 1,410 | | | | | | | | | | | | 384 | | | | | | 173 | | | | | | 172 | | | | | | 292 | | | | | | 66 | | | | | | 44 | | | | | | 40 | | |

| Within 10 years of retirement eligibility | | | | | | 1,998 | | | | | | | | | | | | 551 | | | | | | 228 | | | | | | 244 | | | | | | 412 | | | | | | 102 | | | | | | 58 | | | | | | 58 | | |

| Total Employees in Management(c) | | | | | | 3,476 | | | | | | | | | | | | 968 | | | | | | 385 | | | | | | 489 | | | | | | 744 | | | | | | 190 | | | | | | 108 | | | | | | 87 | | |

| Retirement Age | | | | | | 3.41 | | % | | | | | | | | | | 3.84 | | % | | | | 3.97 | | % | | | | 2.85 | | % | | | | 3.36 | | % | | | | 3.20 | | % | | | | 3.71 | | % | | | | 3.79 | | % |

| Voluntary | | | | | | 3.07 | | % | | | | | | | | | | 2.63 | | % | | | | 2.92 | | % | | | | 2.08 | | % | | | | 2.83 | | % | | | | 3.25 | | % | | | | 1.73 | | % | | | | 2.29 | | % |

| Non-Voluntary | | | | | | 0.87 | | % | | | | | | | | | | 0.73 | | % | | | | 1.13 | | % | | | | 0.88 | | % | | | | 1.08 | | % | | | | 1.76 | | % | | | | 0.66 | | % | | | | 0.75 | | % |

| Exelon | | | 8,555 | | | | | | 10 | | | | | | 2 | | | | | | 1,813 | | |

| ComEd | | | 3,583 | | | | | | 2 | | | | | | — | | | | | | — | | |

| PECO | | | 1,438 | | | | | | 2 | | | | | | — | | | | | | — | | |

| BGE | | | 1,433 | | | | | | 1 | | | | | | 1 | | | | | | 1,433 | | |

| PHI | | | 2,096 | | | | | | 5 | | | | | | 1 | | | | | | 380 | | |

| Pepco | | | 860 | | | | | | 1 | | | | | | — | | | | | | — | | |

| DPL | | | 637 | | | | | | 2 | | | | | | — | | | | | | — | | |

| ACE | | | 405 | | | | | | 2 | | | | | | 1 | | | | | | 380 | | |

The Registrants also have indirect (Scope 2 and 3) emissions associated with the production of the

ComEd filed a petition with the ICC seeking approval of a multi-year rate plan (MRP) for 2024-2027 on January 17, 2023.

choice to purchase natural gas from competitive natural gas suppliers.

| Female(a)(b)(c) | | | | | | 5,300 | | | | | | | | | | | | 1,535 | | | | | | 752 | | | | | | 786 | | | | | | 1,270 | | | | | | 329 | | | | | | 139 | | | | | | 109 | | |

| People of Color(b)(c) | | | | | | 7,519 | | | | | | | | | | | | 2,575 | | | | | | 990 | | | | | | 1,170 | | | | | | 1,803 | | | | | | 865 | | | | | | 203 | | | | | | 145 | | |

| Aged <30 | | | | | | 2,026 | | | | | | | | | | | | 721 | | | | | | 361 | | | | | | 286 | | | | | | 424 | | | | | | 169 | | | | | | 85 | | | | | | 61 | | |

| Aged 30-50 | | | | | | 10,548 | | | | | | | | | | | | 3,728 | | | | | | 1,455 | | | | | | 1,819 | | | | | | 2,271 | | | | | | 739 | | | | | | 465 | | | | | | 357 | | |

| Aged >50 | | | | | | 6,489 | | | | | | | | | | | | 1,907 | | | | | | 1,070 | | | | | | 1,061 | | | | | | 1,466 | | | | | | 442 | | | | | | 341 | | | | | | 203 | | |

| Total Employees(d) | | | | | | 19,063 | | | | | | | | | | | | 6,356 | | | | | | 2,886 | | | | | | 3,166 | | | | | | 4,161 | | | | | | 1,350 | | | | | | 891 | | | | | | 621 | | |

| Female(a)(b)(c) | | | | | | 961 | | | | | | | | | | | | 235 | | | | | | 139 | | | | | | 122 | | | | | | 206 | | | | | | 51 | | | | | | 13 | | | | | | 21 | | |

| People of Color(b)(c) | | | | | | 1,086 | | | | | | | | | | | | 331 | | | | | | 134 | | | | | | 166 | | | | | | 276 | | | | | | 116 | | | | | | 32 | | | | | | 22 | | |

| Aged 30-50 | | | | | | 1,715 | | | | | | | | | | | | 510 | | | | | | 182 | | | | | | 265 | | | | | | 395 | | | | | | 120 | | | | | | 58 | | | | | | 40 | | |

| Aged >50 | | | | | | 1,286 | | | | | | | | | | | | 363 | | | | | | 190 | | | | | | 163 | | | | | | 276 | | | | | | 61 | | | | | | 57 | | | | | | 40 | | |

| Within 10 years of retirement eligibility | | | | | | 1,787 | | | | | | | | | | | | 520 | | | | | | 238 | | | | | | 226 | | | | | | 379 | | | | | | 91 | | | | | | 68 | | | | | | 55 | | |

| Total Employees in Management(d) | | | | | | 3,030 | | | | | | | | | | | | 880 | | | | | | 381 | | | | | | 432 | | | | | | 677 | | | | | | 181 | | | | | | 117 | | | | | | 82 | | |

(a)The Registrants have a particular focus on creating an environment that attracts and retains women by enabling them to stay in the workforce, grow with the company, and move up the ranks.

| Retirement Age | | | | | | 3.71 | | % | | | | | | | | | | 4.09 | | % | | | | 4.10 | | % | | | | 3.48 | | % | | | | 3.79 | | % | | | | 3.74 | | % | | | | 4.42 | | % | | | | 3.88 | | % |

| Voluntary | | | | | | 2.79 | | % | | | | | | | | | | 2.22 | | % | | | | 2.71 | | % | | | | 1.76 | | % | | | | 2.52 | | % | | | | 2.81 | | % | | | | 1.46 | | % | | | | 1.84 | | % |

| Non-Voluntary | | | | | | 0.81 | | % | | | | | | | | | | 0.60 | | % | | | | 1.10 | | % | | | | 1.06 | | % | | | | 1.02 | | % | | | | 1.95 | | % | | | | 0.47 | | % | | | | 0.68 | | % |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Exelon | | | 8,379 | | | | | | 10 | | | | | | 2 | | | | | | 906 | | |

| ComEd | | | 3,477 | | | | | | 2 | | | | | | — | | | | | | — | | |

| PECO | | | 1,368 | | | | | | 2 | | | | | | — | | | | | | — | | |

| BGE | | | 1,414 | | | | | | 1 | | | | | | — | | | | | | — | | |

| PHI | | | 2,113 | | | | | | 5 | | | | | | 2 | | | | | | 906 | | |

| Pepco | | | 890 | | | | | | 1 | | | | | | 1 | | | | | | 890 | | |

| DPL | | | 621 | | | | | | 2 | | | | | | — | | | | | | — | | |

| ACE | | | 401 | | | | | | 2 | | | | | | 1 | | | | | | 16 | | |

Since its inception, Exelon has positioned itself as a leader in climate change mitigation.

accepted the Agreement, which resulted in the United States’ formal re-entry on February 19, 2021.

Regulation of GHGs from Power Plants under the Clean Air Act. The EPA’s 2015 Clean Power Plan (CPP) established regulations addressing carbon dioxide emissions from existing fossil-fired power plants under Clean Air Act Section 111(d).

The CPP’s carbon pollution limits could be met through changes to the electric generation system, including shifting generation from higher-emitting units to lower- or zero-emitting units, as well as the development of new or expanded zero-emissions generation.

In July 2019, the EPA published its final Affordable Clean Energy rule, which repealed the CPP and replaced it with less stringent emissions guidelines for existing fossil-fired power plants based on heat rate improvement measures that could be achieved within the fence line of individual plants.

Exelon, together with a coalition of other electric utilities, filed a lawsuit in the U.S. Court of Appeals for the D.C. Circuit, challenging the rescission of the Clean Power Plan and enactment of the Affordable Clean Energy rule as unlawful.

On January 19, 2021, the D.C. Circuit held the Affordable Clean Energy Rule (including its rescission of the Clean Power Plan) to be unlawful, vacated the rule, and remanded it to the EPA.

The Supreme Court granted certiorari to examine the extent of the EPA's authority to regulate GHGs from power plants and, on June 30, 2022, reversed and remanded the D.C. Circuit's decision.

The Supreme Court ruled that the EPA's use of generation shifting for development of standards in the Clean Power Plan went beyond Congress' intended authority under the Clean Air Act.

The EPA has indicated that it will promulgate new GHG limits for existing power plants.

Increased regulation of GHG emissions from power plants could increase the cost of electricity delivered or sold by the Registrants.

As of February 1, 2022, following its separation from Constellation, Exelon no longer owns electric generation plants.

| | | | | | | | | | | | | Interim Senior Vice President & CFO, ComEd | | | | | | 2021 - 2022 | | |

For the Fiscal Year Ended December 31, [removed: 2022][added: 2023]

| Exelon Corporation | | | Yes | | | [removed: x] [added: ☐] | | | | | | No | | | [removed: ☐] [added: x] | | |

| PECO Energy Company | | | Yes | | | [removed: ☐] [added: x] | | | | | | No | | | [removed: x] [added: ☐] | | |

| Baltimore Gas and Electric Company | | | Yes | | | [removed: ☐] [added: x] | | | | | | No | | | [removed: x] [added: ☐] | | |

The estimated aggregate market value of the voting and non-voting common equity held by nonaffiliates of each registrant as of [removed: August 5, 2022] [added: June 30, 2023] was as follows:

| Exelon Corporation Common Stock, without par value | | | [removed: $44,452,390,343] [added: 999,538,542] | | |

The number of shares outstanding of each registrant’s [removed: common] [added: Common] stock as of January 31, [removed: 2023] [added: 2024] was as follows:

| Exelon Corporation Common Stock, without par value | | | [removed: 994,126,931] [added: $40,536,144,047] | | |

| Commonwealth Edison Company Common Stock, $12.50 par value | | | [removed: 127,021,394] [added: 127,021,399] | | |

Portions of the Exelon Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders and the Commonwealth Edison Company [removed: 2022] [added: 2023] Information Statement are incorporated by reference in Part III.

| [GLOSSARY OF TERMS AND [removed: ABBREVIATIONS](#i3ce3cbaa20734bd2af35ff37bb7ed87e_13)] [added: ABBREVIATIONS](#i2d9d0ce313d5460fa39f48d3a6d3b53f_13)] | | | | | | [removed: [1](#i3ce3cbaa20734bd2af35ff37bb7ed87e_13)] [added: [1](#i2d9d0ce313d5460fa39f48d3a6d3b53f_13)] | | |

| [FILING [removed: FORMAT](#i3ce3cbaa20734bd2af35ff37bb7ed87e_16)] [added: FORMAT](#i2d9d0ce313d5460fa39f48d3a6d3b53f_16)] | | | | | | [removed: [5](#i3ce3cbaa20734bd2af35ff37bb7ed87e_16)] [added: [5](#i2d9d0ce313d5460fa39f48d3a6d3b53f_16)] | | |

| [CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING [removed: INFORMATION](#i3ce3cbaa20734bd2af35ff37bb7ed87e_19)] [added: INFORMATION](#i2d9d0ce313d5460fa39f48d3a6d3b53f_19)] | | | | | | [removed: [5](#i3ce3cbaa20734bd2af35ff37bb7ed87e_19)] [added: [5](#i2d9d0ce313d5460fa39f48d3a6d3b53f_19)] | | |

| [WHERE TO FIND MORE [removed: INFORMATION](#i3ce3cbaa20734bd2af35ff37bb7ed87e_22)] [added: INFORMATION](#i2d9d0ce313d5460fa39f48d3a6d3b53f_22)] | | | | | | [removed: [5](#i3ce3cbaa20734bd2af35ff37bb7ed87e_22)] [added: [5](#i2d9d0ce313d5460fa39f48d3a6d3b53f_22)] | | |

| [ITEM [removed: 1.](#i3ce3cbaa20734bd2af35ff37bb7ed87e_28)] [added: 1.](#i2d9d0ce313d5460fa39f48d3a6d3b53f_28)] | | | [removed: [BUSINESS](#i3ce3cbaa20734bd2af35ff37bb7ed87e_28)] [added: [BUSINESS](#i2d9d0ce313d5460fa39f48d3a6d3b53f_28)] | | | [removed: [6](#i3ce3cbaa20734bd2af35ff37bb7ed87e_28)] [added: [6](#i2d9d0ce313d5460fa39f48d3a6d3b53f_28)] | | |

| | | | [Utility [removed: Operations](#i3ce3cbaa20734bd2af35ff37bb7ed87e_37)] [added: Operations](#i2d9d0ce313d5460fa39f48d3a6d3b53f_37)] | | | [removed: [7](#i3ce3cbaa20734bd2af35ff37bb7ed87e_37)] [added: [7](#i2d9d0ce313d5460fa39f48d3a6d3b53f_37)] | | |

| | | | [Exelon's Strategy and [removed: Outlook](#i3ce3cbaa20734bd2af35ff37bb7ed87e_40)] [added: Outlook](#i2d9d0ce313d5460fa39f48d3a6d3b53f_40)] | | | [removed: [10](#i3ce3cbaa20734bd2af35ff37bb7ed87e_40)] [added: [10](#i2d9d0ce313d5460fa39f48d3a6d3b53f_40)] | | |

| | | | [Environmental Matters and [removed: Regulation](#i3ce3cbaa20734bd2af35ff37bb7ed87e_46)] [added: Regulation](#i2d9d0ce313d5460fa39f48d3a6d3b53f_46)] | | | [removed: [13](#i3ce3cbaa20734bd2af35ff37bb7ed87e_46)] [added: [13](#i2d9d0ce313d5460fa39f48d3a6d3b53f_46)] | | |

| | | | [Executive Officers of the [removed: Registrants](#i3ce3cbaa20734bd2af35ff37bb7ed87e_49)] [added: Registrants](#i2d9d0ce313d5460fa39f48d3a6d3b53f_49)] | | | [removed: [18](#i3ce3cbaa20734bd2af35ff37bb7ed87e_49)] [added: [18](#i2d9d0ce313d5460fa39f48d3a6d3b53f_49)] | | |

| [ITEM [removed: 1A.](#i3ce3cbaa20734bd2af35ff37bb7ed87e_52)] [added: 1A.](#i2d9d0ce313d5460fa39f48d3a6d3b53f_52)] | | | [RISK [removed: FACTORS](#i3ce3cbaa20734bd2af35ff37bb7ed87e_52)] [added: FACTORS](#i2d9d0ce313d5460fa39f48d3a6d3b53f_52)] | | | [removed: [22](#i3ce3cbaa20734bd2af35ff37bb7ed87e_52)] [added: [20](#i2d9d0ce313d5460fa39f48d3a6d3b53f_52)] | | |

| [ITEM [removed: 1B.](#i3ce3cbaa20734bd2af35ff37bb7ed87e_55)] [added: 1B.](#i2d9d0ce313d5460fa39f48d3a6d3b53f_55)] | | | [UNRESOLVED STAFF [removed: COMMENTS](#i3ce3cbaa20734bd2af35ff37bb7ed87e_55)] [added: COMMENTS](#i2d9d0ce313d5460fa39f48d3a6d3b53f_55)] | | | [removed: [33](#i3ce3cbaa20734bd2af35ff37bb7ed87e_55)] [added: [31](#i2d9d0ce313d5460fa39f48d3a6d3b53f_55)] | | |

| [ITEM [removed: 2.](#i3ce3cbaa20734bd2af35ff37bb7ed87e_58)] [added: 2.](#i2d9d0ce313d5460fa39f48d3a6d3b53f_58)] | | | [removed: [PROPERTIES](#i3ce3cbaa20734bd2af35ff37bb7ed87e_58)] [added: [PROPERTIES](#i2d9d0ce313d5460fa39f48d3a6d3b53f_58)] | | | [removed: [34](#i3ce3cbaa20734bd2af35ff37bb7ed87e_58)] [added: [33](#i2d9d0ce313d5460fa39f48d3a6d3b53f_58)] | | |

| [ITEM [removed: 3.](#i3ce3cbaa20734bd2af35ff37bb7ed87e_67)] [added: 3.](#i2d9d0ce313d5460fa39f48d3a6d3b53f_67)] | | | [LEGAL [removed: PROCEEDINGS](#i3ce3cbaa20734bd2af35ff37bb7ed87e_67)] [added: PROCEEDINGS](#i2d9d0ce313d5460fa39f48d3a6d3b53f_67)] | | | [removed: [35](#i3ce3cbaa20734bd2af35ff37bb7ed87e_67)] [added: [34](#i2d9d0ce313d5460fa39f48d3a6d3b53f_67)] | | |

| [ITEM [removed: 4.](#i3ce3cbaa20734bd2af35ff37bb7ed87e_73)] [added: 4.](#i2d9d0ce313d5460fa39f48d3a6d3b53f_73)] | | | [MINE SAFETY [removed: DISCLOSURES](#i3ce3cbaa20734bd2af35ff37bb7ed87e_73)] [added: DISCLOSURES](#i2d9d0ce313d5460fa39f48d3a6d3b53f_73)] | | | [removed: [35](#i3ce3cbaa20734bd2af35ff37bb7ed87e_73)] [added: [34](#i2d9d0ce313d5460fa39f48d3a6d3b53f_73)] | | |

| [ITEM [removed: 5.](#i3ce3cbaa20734bd2af35ff37bb7ed87e_79)] [added: 5.](#i2d9d0ce313d5460fa39f48d3a6d3b53f_79)] | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i3ce3cbaa20734bd2af35ff37bb7ed87e_79)] [added: SECURITIES](#i2d9d0ce313d5460fa39f48d3a6d3b53f_79)] | | | [removed: [36](#i3ce3cbaa20734bd2af35ff37bb7ed87e_79)] [added: [35](#i2d9d0ce313d5460fa39f48d3a6d3b53f_79)] | | |

| [ITEM [removed: 6.](#i3ce3cbaa20734bd2af35ff37bb7ed87e_82)] [added: 6.](#i2d9d0ce313d5460fa39f48d3a6d3b53f_82)] | | | [removed: [\[RESERVED\]](#i3ce3cbaa20734bd2af35ff37bb7ed87e_82)] [added: [\[RESERVED\]](#i2d9d0ce313d5460fa39f48d3a6d3b53f_82)] | | | [removed: [40](#i3ce3cbaa20734bd2af35ff37bb7ed87e_82)] [added: [39](#i2d9d0ce313d5460fa39f48d3a6d3b53f_82)] | | |

| [ITEM [removed: 7.](#i3ce3cbaa20734bd2af35ff37bb7ed87e_112)] [added: 7.](#i2d9d0ce313d5460fa39f48d3a6d3b53f_112)] | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i3ce3cbaa20734bd2af35ff37bb7ed87e_112)] [added: OPERATIONS](#i2d9d0ce313d5460fa39f48d3a6d3b53f_112)] | | | [removed: [41](#i3ce3cbaa20734bd2af35ff37bb7ed87e_112)] [added: [40](#i2d9d0ce313d5460fa39f48d3a6d3b53f_112)] | | |

| | | | [Exelon [removed: Corporation](#i3ce3cbaa20734bd2af35ff37bb7ed87e_115)] [added: Corporation](#i2d9d0ce313d5460fa39f48d3a6d3b53f_115)] | | | [removed: [41](#i3ce3cbaa20734bd2af35ff37bb7ed87e_115)] [added: [40](#i2d9d0ce313d5460fa39f48d3a6d3b53f_115)] | | |

| | | | [Executive [removed: Overview](#i3ce3cbaa20734bd2af35ff37bb7ed87e_118)] [added: Overview](#i2d9d0ce313d5460fa39f48d3a6d3b53f_118)] | | | [removed: [41](#i3ce3cbaa20734bd2af35ff37bb7ed87e_118)] [added: [40](#i2d9d0ce313d5460fa39f48d3a6d3b53f_118)] | | |

| | | | [Financial Results of [removed: Operations](#i3ce3cbaa20734bd2af35ff37bb7ed87e_121)] [added: Operations](#i2d9d0ce313d5460fa39f48d3a6d3b53f_121)] | | | [removed: [42](#i3ce3cbaa20734bd2af35ff37bb7ed87e_121)] [added: [40](#i2d9d0ce313d5460fa39f48d3a6d3b53f_121)] | | |

| | | | [Significant [removed: 202](#i3ce3cbaa20734bd2af35ff37bb7ed87e_124)[2](#i3ce3cbaa20734bd2af35ff37bb7ed87e_124)] [added: 202](#i2d9d0ce313d5460fa39f48d3a6d3b53f_124)[3](#i2d9d0ce313d5460fa39f48d3a6d3b53f_124)] [Transactions and Recent [removed: Developments](#i3ce3cbaa20734bd2af35ff37bb7ed87e_124)] [added: Developments](#i2d9d0ce313d5460fa39f48d3a6d3b53f_124)] | | | [removed: [45](#i3ce3cbaa20734bd2af35ff37bb7ed87e_124)] [added: [42](#i2d9d0ce313d5460fa39f48d3a6d3b53f_124)] | | |

| | | | [Other Key Business Drivers and Management [removed: Strategies](#i3ce3cbaa20734bd2af35ff37bb7ed87e_133)] [added: Strategies](#i2d9d0ce313d5460fa39f48d3a6d3b53f_133)] | | | [removed: [48](#i3ce3cbaa20734bd2af35ff37bb7ed87e_133)] [added: [45](#i2d9d0ce313d5460fa39f48d3a6d3b53f_133)] | | |

| | | | [Critical Accounting Policies and [removed: Estimates](#i3ce3cbaa20734bd2af35ff37bb7ed87e_136)] [added: Estimates](#i2d9d0ce313d5460fa39f48d3a6d3b53f_136)] | | | [removed: [49](#i3ce3cbaa20734bd2af35ff37bb7ed87e_136)] [added: [47](#i2d9d0ce313d5460fa39f48d3a6d3b53f_136)] | | |

| | | | [Results of [removed: Operations](#i3ce3cbaa20734bd2af35ff37bb7ed87e_139)] [added: Operations](#i2d9d0ce313d5460fa39f48d3a6d3b53f_139)] | | | [removed: [56](#i3ce3cbaa20734bd2af35ff37bb7ed87e_142)] [added: [55](#i2d9d0ce313d5460fa39f48d3a6d3b53f_142)] | | |

| | | | [Commonwealth Edison [removed: Company](#i3ce3cbaa20734bd2af35ff37bb7ed87e_142)] [added: Company](#i2d9d0ce313d5460fa39f48d3a6d3b53f_142)] | | | [removed: [56](#i3ce3cbaa20734bd2af35ff37bb7ed87e_142)] [added: [55](#i2d9d0ce313d5460fa39f48d3a6d3b53f_142)] | | |

| | | | [PECO Energy [removed: Company](#i3ce3cbaa20734bd2af35ff37bb7ed87e_145)] [added: Company](#i2d9d0ce313d5460fa39f48d3a6d3b53f_145)] | | | [removed: [59](#i3ce3cbaa20734bd2af35ff37bb7ed87e_145)] [added: [58](#i2d9d0ce313d5460fa39f48d3a6d3b53f_145)] | | |

| | | | [Baltimore Gas and Electric [removed: Company](#i3ce3cbaa20734bd2af35ff37bb7ed87e_148)] [added: Company](#i2d9d0ce313d5460fa39f48d3a6d3b53f_148)] | | | [removed: [63](#i3ce3cbaa20734bd2af35ff37bb7ed87e_148)] [added: [62](#i2d9d0ce313d5460fa39f48d3a6d3b53f_148)] | | |

| | | | [Pepco Holdings [removed: LLC](#i3ce3cbaa20734bd2af35ff37bb7ed87e_151)] [added: LLC](#i2d9d0ce313d5460fa39f48d3a6d3b53f_151)] | | | [removed: [66](#i3ce3cbaa20734bd2af35ff37bb7ed87e_151)] [added: [65](#i2d9d0ce313d5460fa39f48d3a6d3b53f_151)] | | |

| | | | [Potomac Electric Power [removed: Company](#i3ce3cbaa20734bd2af35ff37bb7ed87e_154)] [added: Company](#i2d9d0ce313d5460fa39f48d3a6d3b53f_154)] | | | [removed: [67](#i3ce3cbaa20734bd2af35ff37bb7ed87e_154)] [added: [66](#i2d9d0ce313d5460fa39f48d3a6d3b53f_154)] | | |

| | | | [Delmarva Power & Light [removed: Company](#i3ce3cbaa20734bd2af35ff37bb7ed87e_157)] [added: Company](#i2d9d0ce313d5460fa39f48d3a6d3b53f_157)] | | | [removed: [70](#i3ce3cbaa20734bd2af35ff37bb7ed87e_157)] [added: [69](#i2d9d0ce313d5460fa39f48d3a6d3b53f_157)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I](#i2d9d0ce313d5460fa39f48d3a6d3b53f_25) | | | | | | | | |

| | | | [General](#i2d9d0ce313d5460fa39f48d3a6d3b53f_31) | | | [6](#i2d9d0ce313d5460fa39f48d3a6d3b53f_31) | | |

| | | | [Employees](#i2d9d0ce313d5460fa39f48d3a6d3b53f_43) | | | [11](#i2d9d0ce313d5460fa39f48d3a6d3b53f_43) | | |

| [ITEM 1C.](#i2d9d0ce313d5460fa39f48d3a6d3b53f_6573) | | | [CYBERSECURITY](#i2d9d0ce313d5460fa39f48d3a6d3b53f_6573) | | | [31](#i2d9d0ce313d5460fa39f48d3a6d3b53f_6573) | | |

| [PART II](#i2d9d0ce313d5460fa39f48d3a6d3b53f_76) | | | | | | | | |

| | | | [Exelon Corporation](#i2d9d0ce313d5460fa39f48d3a6d3b53f_262) | | | | | |

| | | | [Consolidated Statements of Operations and Comprehensive Income](#i2d9d0ce313d5460fa39f48d3a6d3b53f_265) | | | [117](#i2d9d0ce313d5460fa39f48d3a6d3b53f_265) | | |

| | | | [Consolidated Statements of Cash Flows](#i2d9d0ce313d5460fa39f48d3a6d3b53f_268) | | | [118](#i2d9d0ce313d5460fa39f48d3a6d3b53f_268) | | |

| | | | [Consolidated Balance Sheets](#i2d9d0ce313d5460fa39f48d3a6d3b53f_271) | | | [119](#i2d9d0ce313d5460fa39f48d3a6d3b53f_271) | | |

| | | | [Consolidated Statements of Changes in Shareholder](#i2d9d0ce313d5460fa39f48d3a6d3b53f_274)[s](#i2d9d0ce313d5460fa39f48d3a6d3b53f_274)['](#i2d9d0ce313d5460fa39f48d3a6d3b53f_274) [Equity](#i2d9d0ce313d5460fa39f48d3a6d3b53f_274) | | | [121](#i2d9d0ce313d5460fa39f48d3a6d3b53f_274) | | |

| | | | [Commonwealth Edison Company](#i2d9d0ce313d5460fa39f48d3a6d3b53f_292) | | | | | |

| | | | [Consolidated Statement](#i2d9d0ce313d5460fa39f48d3a6d3b53f_295)[s](#i2d9d0ce313d5460fa39f48d3a6d3b53f_295) [of Operations and Comprehensive Income](#i2d9d0ce313d5460fa39f48d3a6d3b53f_295) | | | [122](#i2d9d0ce313d5460fa39f48d3a6d3b53f_295) | | |

| | | | [Consolidated Statements of Cash Flows](#i2d9d0ce313d5460fa39f48d3a6d3b53f_298) | | | [123](#i2d9d0ce313d5460fa39f48d3a6d3b53f_298) | | |

| | | | [Consolidated Balance Sheets](#i2d9d0ce313d5460fa39f48d3a6d3b53f_301) | | | [124](#i2d9d0ce313d5460fa39f48d3a6d3b53f_301) | | |

| | | | [Consolidated Statements of Changes in Shareholder](#i2d9d0ce313d5460fa39f48d3a6d3b53f_304)[s](#i2d9d0ce313d5460fa39f48d3a6d3b53f_304)['](#i2d9d0ce313d5460fa39f48d3a6d3b53f_304) [](#i2d9d0ce313d5460fa39f48d3a6d3b53f_304)[Equity](#i2d9d0ce313d5460fa39f48d3a6d3b53f_304) | | | [126](#i2d9d0ce313d5460fa39f48d3a6d3b53f_304) | | |

| | | | [PECO Energy Company](#i2d9d0ce313d5460fa39f48d3a6d3b53f_307) | | | | | |

| | | | [Consolidated Statements of Operations and Comprehensive Income](#i2d9d0ce313d5460fa39f48d3a6d3b53f_310) | | | [127](#i2d9d0ce313d5460fa39f48d3a6d3b53f_310) | | |

| | | | [Consolidated Statements of Cash Flows](#i2d9d0ce313d5460fa39f48d3a6d3b53f_313) | | | [128](#i2d9d0ce313d5460fa39f48d3a6d3b53f_313) | | |

| | | | [Consolidated Balance Sheets](#i2d9d0ce313d5460fa39f48d3a6d3b53f_316) | | | [129](#i2d9d0ce313d5460fa39f48d3a6d3b53f_316) | | |

| | | | [Consolidated Statements of Changes in Shareholder](#i2d9d0ce313d5460fa39f48d3a6d3b53f_319)['](#i2d9d0ce313d5460fa39f48d3a6d3b53f_319)[s](#i2d9d0ce313d5460fa39f48d3a6d3b53f_319) [Equity](#i2d9d0ce313d5460fa39f48d3a6d3b53f_319) | | | [131](#i2d9d0ce313d5460fa39f48d3a6d3b53f_319) | | |

| | | | [Statements of Operations and Comprehensive Income](#i2d9d0ce313d5460fa39f48d3a6d3b53f_325) | | | [132](#i2d9d0ce313d5460fa39f48d3a6d3b53f_325) | | |

| | | | [Statements of Cash Flows](#i2d9d0ce313d5460fa39f48d3a6d3b53f_328) | | | [133](#i2d9d0ce313d5460fa39f48d3a6d3b53f_328) | | |

| | | | [Balance Sheets](#i2d9d0ce313d5460fa39f48d3a6d3b53f_331) | | | [134](#i2d9d0ce313d5460fa39f48d3a6d3b53f_331) | | |

| | | | [Statements of Changes in Shareholder](#i2d9d0ce313d5460fa39f48d3a6d3b53f_334)['](#i2d9d0ce313d5460fa39f48d3a6d3b53f_334)[s](#i2d9d0ce313d5460fa39f48d3a6d3b53f_334) [Equity](#i2d9d0ce313d5460fa39f48d3a6d3b53f_334) | | | [136](#i2d9d0ce313d5460fa39f48d3a6d3b53f_334) | | |

| | | | [Pepco Holdings LLC](#i2d9d0ce313d5460fa39f48d3a6d3b53f_337) | | | | | |

| | | | [Consolidated Statements of Operations and Comprehensive Income](#i2d9d0ce313d5460fa39f48d3a6d3b53f_340) | | | [137](#i2d9d0ce313d5460fa39f48d3a6d3b53f_340) | | |

| | | | [Consolidated Statements of Cash Flows](#i2d9d0ce313d5460fa39f48d3a6d3b53f_343) | | | [138](#i2d9d0ce313d5460fa39f48d3a6d3b53f_343) | | |

| | | | [Consolidated Balance Sheets](#i2d9d0ce313d5460fa39f48d3a6d3b53f_346) | | | [139](#i2d9d0ce313d5460fa39f48d3a6d3b53f_346) | | |

| | | | [Consolidated Statements of Changes in](#i2d9d0ce313d5460fa39f48d3a6d3b53f_349) [Member](#i2d9d0ce313d5460fa39f48d3a6d3b53f_349)['](#i2d9d0ce313d5460fa39f48d3a6d3b53f_349)[s](#i2d9d0ce313d5460fa39f48d3a6d3b53f_349) [Equity](#i2d9d0ce313d5460fa39f48d3a6d3b53f_349) | | | [141](#i2d9d0ce313d5460fa39f48d3a6d3b53f_349) | | |

| | | | [Statements of Operations and Comprehensive Income](#i2d9d0ce313d5460fa39f48d3a6d3b53f_355) | | | [142](#i2d9d0ce313d5460fa39f48d3a6d3b53f_355) | | |

| | | | [Statements of Cash Flows](#i2d9d0ce313d5460fa39f48d3a6d3b53f_358) | | | [143](#i2d9d0ce313d5460fa39f48d3a6d3b53f_358) | | |

| | | | [Balance Sheets](#i2d9d0ce313d5460fa39f48d3a6d3b53f_361) | | | [144](#i2d9d0ce313d5460fa39f48d3a6d3b53f_361) | | |

| | | | [Statements of Changes in Shareholder](#i2d9d0ce313d5460fa39f48d3a6d3b53f_364)['](#i2d9d0ce313d5460fa39f48d3a6d3b53f_364)[s](#i2d9d0ce313d5460fa39f48d3a6d3b53f_364) [Equity](#i2d9d0ce313d5460fa39f48d3a6d3b53f_364) | | | [146](#i2d9d0ce313d5460fa39f48d3a6d3b53f_364) | | |

| | | | [Statements of Operations and Comprehensive Income](#i2d9d0ce313d5460fa39f48d3a6d3b53f_370) | | | [147](#i2d9d0ce313d5460fa39f48d3a6d3b53f_370) | | |

| | | | [Statements of Cash Flows](#i2d9d0ce313d5460fa39f48d3a6d3b53f_373) | | | [148](#i2d9d0ce313d5460fa39f48d3a6d3b53f_373) | | |

| | | | [Balance Sheets](#i2d9d0ce313d5460fa39f48d3a6d3b53f_376) | | | [149](#i2d9d0ce313d5460fa39f48d3a6d3b53f_376) | | |

| | | | [Statements of Changes in Shareholder](#i2d9d0ce313d5460fa39f48d3a6d3b53f_379)['](#i2d9d0ce313d5460fa39f48d3a6d3b53f_379)[s](#i2d9d0ce313d5460fa39f48d3a6d3b53f_379) [Equity](#i2d9d0ce313d5460fa39f48d3a6d3b53f_379) | | | [151](#i2d9d0ce313d5460fa39f48d3a6d3b53f_379) | | |

| | | | [Consolidated Statements of Operations and Comprehensive Income](#i2d9d0ce313d5460fa39f48d3a6d3b53f_385) | | | [152](#i2d9d0ce313d5460fa39f48d3a6d3b53f_385) | | |

| [PART I](#i3ce3cbaa20734bd2af35ff37bb7ed87e_25) | | | | | | | | |

| | | | [General](#i3ce3cbaa20734bd2af35ff37bb7ed87e_31) | | | [6](#i3ce3cbaa20734bd2af35ff37bb7ed87e_31) | | |

| | | | [Employees](#i3ce3cbaa20734bd2af35ff37bb7ed87e_43) | | | [11](#i3ce3cbaa20734bd2af35ff37bb7ed87e_43) | | |

| [PART II](#i3ce3cbaa20734bd2af35ff37bb7ed87e_76) | | | | | | | | |

| | | | [Exelon Corporation](#i3ce3cbaa20734bd2af35ff37bb7ed87e_265) | | | [119](#i3ce3cbaa20734bd2af35ff37bb7ed87e_265) | | |

| | | | [Commonwealth Edison Company](#i3ce3cbaa20734bd2af35ff37bb7ed87e_298) | | | [124](#i3ce3cbaa20734bd2af35ff37bb7ed87e_298) | | |

| | | | [PECO Energy Company](#i3ce3cbaa20734bd2af35ff37bb7ed87e_313) | | | [129](#i3ce3cbaa20734bd2af35ff37bb7ed87e_313) | | |

| | | | [Pepco Holdings LLC](#i3ce3cbaa20734bd2af35ff37bb7ed87e_343) | | | [139](#i3ce3cbaa20734bd2af35ff37bb7ed87e_343) | | |

| | | | [1. Significant Accounting Policies](#i3ce3cbaa20734bd2af35ff37bb7ed87e_409) | | | [159](#i3ce3cbaa20734bd2af35ff37bb7ed87e_409) | | |

| | | | [2. Discontinued Operations](#i3ce3cbaa20734bd2af35ff37bb7ed87e_415) | | | [166](#i3ce3cbaa20734bd2af35ff37bb7ed87e_415) | | |

| [PART III](#i3ce3cbaa20734bd2af35ff37bb7ed87e_658) | | | | | | | | |

| [PART IV](#i3ce3cbaa20734bd2af35ff37bb7ed87e_676) | | | | | | | | |

| [SIGNATURES](#i3ce3cbaa20734bd2af35ff37bb7ed87e_751) | | | | | | [320](#i3ce3cbaa20734bd2af35ff37bb7ed87e_751) | | |

| | | | [Exelon Corporation](#i3ce3cbaa20734bd2af35ff37bb7ed87e_754) | | | [320](#i3ce3cbaa20734bd2af35ff37bb7ed87e_754) | | |

| | | | [Commonwealth Edison Company](#i3ce3cbaa20734bd2af35ff37bb7ed87e_760) | | | [321](#i3ce3cbaa20734bd2af35ff37bb7ed87e_760) | | |

| | | | [PECO Energy Company](#i3ce3cbaa20734bd2af35ff37bb7ed87e_763) | | | [322](#i3ce3cbaa20734bd2af35ff37bb7ed87e_763) | | |

| | | | [Pepco Holdings LLC](#i3ce3cbaa20734bd2af35ff37bb7ed87e_769) | | | [324](#i3ce3cbaa20734bd2af35ff37bb7ed87e_769) | | |

[Table of Cont](#i3ce3cbaa20734bd2af35ff37bb7ed87e_10)[ents](#i3ce3cbaa20734bd2af35ff37bb7ed87e_10)

| *Exelon Foundation* | | | | | | Independent, non-profit philanthropic organization | | |

| *FitzPatrick* | | | | | | James A. FitzPatrick nuclear generating station | | |

| *EDF* | | | | | | Electricite de France SA and its subsidiaries | | |

| *2021 Recast Form 10-K* | | | | | | The Registrants' Current Report on Form 8-K filed with the SEC on June 30, 2022 to recast Exelon's consolidated financial statements and certain other financial information originally included in the 2021 Form 10-K | | |

| *Note - of the 2021 Recast Form 10-K* | | | | | | Reference to specific Combined Note to Consolidated Financial Statements in the 2021 Recast Form 10-K | | |

| *DSIC* | | | | | | Distribution System Improvement Charge | | |

| *DSP* | | | | | | Default Service Provider | | |

| *LIBOR* | | | | | | London Interbank Offered Rate | | |

| *U.S. Court of Appeals for the D.C. Circuit* | | | | | | United States Court of Appeals for the District of Columbia Circuit | | |

Risk management and strategy

Cybersecurity risk for all Registrants is managed at the enterprise-level.

Management of material risks from cybersecurity threats is integrated into the Registrants' overall risk management processes and is monitored as an enterprise risk.

Exelon's Chief Information Security Officer (CISO) and cybersecurity management team regularly hold meetings with senior management of each Registrant, facilitated by Exelon’s enterprise risk management team, to discuss issues pertaining to cybersecurity risk management, including changes in the nature and origin of threats, threat actor and risk mitigation activities, and regulatory developments.

Exelon Legal and compliance professionals engage with the CISO and cybersecurity management team to address tactical and strategic cybersecurity risks.

Exelon monitors cybersecurity risks through key risk indicators to identify potential changes in risk exposure and provide the Board of Directors with information about the monitoring of key risks in connection with its oversight of the Registrants' enterprise risk management system.

The CISO, through Exelon’s Cyber Information and Security Services (CISS), reviews external and internal sources to obtain cyber threat intelligence to develop strategic and tactical threat assessments that inform the enterprise-wide cyber risk mitigation programs and actions.

Exelon uses a wide range of tools, including endpoint, anomaly and network detection, logging and monitoring of security events, network segmentation, firewalls, hardening and securing devices, cyber vulnerability detection and patch management, cyber threat hunting, malware forensic analysis, industry-specific reports, and tabletop exercises to inform the cybersecurity management team.

Exelon protects assets critical to grid reliability and national security through the implementation of the North American Electric Reliability Corporation’s Critical Infrastructure Protection requirements, and gas pipeline security under the U.S. Department of Homeland Security’s Transportation Safety Administration’s Security Directives.

Exelon maintains security relationships with law enforcement and U.S. intelligence agencies, coordinates with the Electricity Information Sharing and Analysis Center (E-ISAC) and participates in the Department of Energy’s Cybersecurity Risk Information Sharing Program (CRISP) to strengthen the security of the energy grid, develop and deploy new technologies, share information, design and participate in drills and exercises such as the bi-annual Grid Security Exercises and facilitate cross-sector coordination.

Exelon applies stringent employee and contractor screening, and advances security awareness through training and monitoring programs that address both cyber and physical threats.

Exelon employees are subject to annual mandatory training addressing security awareness, including cybersecurity and phishing.

Exelon maintains cyber insurance coverage at limits consistent with the utility industry and reviews policy coverage and limits on an annual basis.

In assessing the effectiveness of its cybersecurity risk management program, the CISO makes use of external perspectives from regulatory compliance audits and inspections, external audits of the Registrants' financial systems, and third-party incident response and detection analytics.

Cybersecurity risks associated with the Registrants’ use of certain third-party service providers are evaluated and managed through CISS' Third Party Security team that leverages security risk assessments, contractual terms and conditions, and security awareness training for such providers.

Additionally, those providers are required to report cybersecurity incidents, including the unauthorized use or disclosure of Registrants’ confidential information to Exelon’s security operations center.

Third Party Security investigates certain third-party cybersecurity events as part of Exelon’s incident response program.

Governance

The Exelon Board of Directors is responsible for oversight of risks from cybersecurity threats.

As part of its responsibility and as documented in the 2022 Cybersecurity Oversight Policy, the Board of Directors oversees Exelon's cybersecurity program and Exelon’s enterprise-wide risk related to cybersecurity, including management’s identification, assessment, and mitigation of cybersecurity risks.

At each regular quarterly meeting, the Board of Directors engages with the CISO and a cross-functional management team regarding the risks from cybersecurity threats.

The CISO and professionals from the legal and compliance departments brief

the Board of Directors on relevant topics, including information security and operational security, legislative and regulatory developments, and notable external cyber events relevant to Exelon and the industry more broadly.

Management engages with the Board of Directors on risks from cybersecurity threats as appropriate outside of the quarterly meetings.

The CISO manages Exelon's enterprise-wide cybersecurity programs and reports to Exelon’s Chief Information Officer.

The CISO has been responsible for assessing and managing material risks from cybersecurity threats at Exelon since 2018 and was named to the current role in 2022.

The CISO has 25 years of information technology and cybersecurity experience in the critical infrastructure sector, of which 23 years have been in the utility industry.

The CISO leads CISS, which manages centralized information technology and operational technology security programs for the Registrants.

The programs are aligned to the National Institute of Standards and Technology Cyber Security Framework (NIST CSF) and integrate cyber asset identification; threat assessment; risk assessment; risk management; and risk monitoring.

CISS operates a security operations center for monitoring, identifying, and mitigating potential cybersecurity events or incidents.

Exelon maintains a single, centralized cybersecurity incident response program and plan that aligns with NIST CSF by integrating the identify, determine/classify, escalate and respond functions (which track the lifecycle of an event or incident).

Security threats and incidents are identified and assessed to determine potential impact and escalated to senior cybersecurity management and the CISO.

The CISO directs the security incident response team to contain, eradicate, and recover from an active threat.

Exelon leverages the expertise of dedicated incident response vendors that can provide timely and specialized support to respond and recover from an event.

The CISO and a cross-functional team convene as needed to evaluate cybersecurity events, including third-party events.

The legal and compliance departments provide incident response support to the CISO, manage cybersecurity-related legal and compliance issues, and direct materiality evaluations using both qualitative and quantitative factors for each Registrant.

Although the Registrants have not experienced any material cybersecurity events to date, cybersecurity threats could materially affect each Registrant’s business strategy, results of operations, or financial condition, as further discussed in the risk factor entitled “The Registrants are subject to physical and cybersecurity risks" in ITEM 1A.

of this report.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

The Utility Registrants’ high voltage electric transmission lines owned and in service at December 31, [removed: 2022] [added: 2023] were as follows:

| 500,000(a) | | | — | | | | | | 188 | | | | | | 216 | | | | | | [removed: 109] [added: 108] | | | | | | [removed: 15] [added: 16] | | | | | | — | | |

| 230,000 | | | — | | | | | | 550 | | | | | | 352 | | | | | | [removed: 770] [added: 782] | | | | | | 472 | | | | | | [removed: 272] [added: 258] | | |

| 138,000 | | | [removed: 2,257] [added: 2,268] | | | | | | 135 | | | | | | 55 | | | | | | 61 | | | | | | [removed: 586] [added: 587] | | | | | | 214 | | |

The following table presents PECO’s, BGE’s, and DPL’s natural gas pipeline miles at December 31, [removed: 2022:][added: 2023:]

| PECO | | | LNG Facility | | | | | | West Conshohocken, PA | | | | | | 1,200 | | | | | | [removed: 160] [added: 195] | | |

PECO, BGE, and DPL also own 30, [removed: 30,] [added: 27,] and 10 natural gas city gate stations and direct pipeline customer delivery points at various locations throughout their gas service territory, respectively.

| 69,000 | | | — | | | | | | 177 | | | | | | — | | | | | | — | | | | | | 568 | | | | | | 664 | | |

| Overhead | | | 35,366 | | | | | | 12,983 | | | | | | 9,151 | | | | | | 4,174 | | | | | | 6,019 | | | | | | 7,343 | | |

| Underground | | | 32,818 | | | | | | 9,676 | | | | | | 18,071 | | | | | | 7,358 | | | | | | 6,589 | | | | | | 3,033 | | |

| Transmission(a) | | | 6 | | | | | | 149 | | | | | | 8 | | |

| Distribution | | | 7,305 | | | | | | 7,562 | | | | | | 2,209 | | |

| Service piping | | | 6,494 | | | | | | 6,497 | | | | | | 1,492 | | |

| Total | | | 13,805 | | | | | | 14,208 | | | | | | 3,709 | | |

| 69,000 | | | — | | | | | | 177 | | | | | | — | | | | | | — | | | | | | 567 | | | | | | 662 | | |

| Overhead | | | 35,387 | | | | | | 12,965 | | | | | | 9,155 | | | | | | 4,130 | | | | | | 6,007 | | | | | | 7,345 | | |

| Underground | | | 32,684 | | | | | | 9,590 | | | | | | 17,927 | | | | | | 7,207 | | | | | | 6,513 | | | | | | 3,007 | | |

| Transmission(a) | | | 9 | | | | | | 152 | | | | | | 8 | | |

| Distribution | | | 6,990 | | | | | | 7,527 | | | | | | 2,198 | | |

| Service piping | | | 6,479 | | | | | | 6,761 | | | | | | 1,486 | | |

| Total | | | 13,478 | | | | | | 14,440 | | | | | | 3,692 | | |

As of January 31, [removed: 2023,] [added: 2024,] there were [removed: 994,126,931] [added: 999,538,542] shares of [removed: common] [added: Common] stock outstanding and approximately [removed: 80,780] [added: 76,661] record holders of [removed: common] [added: Common] stock.

The performance graph below illustrates a five-year comparison of cumulative total returns based on an initial investment of $100 in Exelon [removed: common] [added: Common] stock, compared with the S&P 500 Stock Index and the S&P Utility Index, for the period [removed: 2018] [added: 2019] through [removed: 2022.][added: 2023.]

Cumulative total returns account for the separation of Constellation, as [added: the] spin-off dividend [removed: is] [added: was] assumed to [removed: be] [added: have been] reinvested [removed: as received.][added: upon receipt.]

- $100 invested on December 31, [removed: 2017] [added: 2018] in Exelon [removed: common] [added: Common] stock, the S&P 500 Stock Index, and the S&P Utility Index; and

[removed: ][added: ]

| | | | [removed: 2017 | | |] 2018 | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | [added: 2023 | | |]

As of January 31, [removed: 2023,] [added: 2024,] there were [removed: 127,021,394] [added: 127,021,399] outstanding shares of [removed: common] [added: Common] stock, $12.50 par value, of ComEd, of which 127,002,904 shares were indirectly held by Exelon.

As of January 31, [removed: 2023,] [added: 2024,] in addition to Exelon, there were [removed: 283] [added: 281] record holders of ComEd [removed: common] [added: Common] stock.

As of January 31, [removed: 2023,] [added: 2024,] there were 170,478,507 outstanding shares of [removed: common] [added: Common] stock, without par value, of PECO, all of which were indirectly held by Exelon.

As of January 31, [removed: 2023,] [added: 2024,] there were 1,000 outstanding shares of [removed: common] [added: Common] stock, without par value, of BGE, all of which were indirectly held by Exelon.

As of January 31, [removed: 2023,] [added: 2024,] Exelon indirectly held the entire membership interest in PHI.

As of January 31, [removed: 2023,] [added: 2024,] there were 100 outstanding shares of [removed: common] [added: Common] stock, $0.01 par value, of Pepco, all of which were indirectly held by Exelon.

As of January 31, [removed: 2023,] [added: 2024,] there were 1,000 outstanding shares of [removed: common] [added: Common] stock, $2.25 par value, of DPL, all of which were indirectly held by Exelon.

As of January 31, [removed: 2023,] [added: 2024,] there were 8,546,017 outstanding shares of [removed: common] [added: Common] stock, $3.00 par value, of ACE, all of which were indirectly held by Exelon.

A significant loss recorded at ComEd, PECO, BGE, PHI, Pepco, DPL, or ACE may limit the dividends that these [removed: companies] [added: Registrants] can distribute to Exelon.

Exelon’s Board of Directors approved an updated dividend policy for [removed: 2023.][added: 2024.]

The [removed: 2023] [added: 2024] quarterly dividend will be [removed: $0.36] [added: $0.38] per share.

As of December 31, [removed: 2022,] [added: 2023,] Exelon had [removed: retained] [added: Retained] earnings of [removed: $4,597] [added: $5,490] million, ComEd had [removed: retained] [added: Retained] earnings of [removed: $2,030] [added: $2,374] million, PECO had [removed: retained] [added: Retained] earnings of [removed: $1,861] [added: $2,019] million, BGE had [removed: retained] [added: Retained] earnings of [removed: $2,075] [added: $2,244] million, and PHI had [removed: undistributed] [added: Undistributed] losses of [removed: $352] [added: $275] million.

The following table sets forth Exelon’s quarterly cash dividends per share paid during [removed: 2022] [added: 2023] and [removed: 2021:][added: 2022:]

| Exelon | | | $ | [removed: 0.3375] [added: 0.3600] | | | | | $ | [removed: 0.3375] [added: 0.3600] | | | | | $ | [removed: 0.3375] [added: 0.3600] | | | | | $ | [removed: 0.3375] [added: 0.3600] | | | | | $ | [removed: 0.3825] [added: 0.3375] | | | | | $ | [removed: 0.3825] [added: 0.3375] | | | | | $ | [removed: 0.3825] [added: 0.3375] | | | | | $ | [removed: 0.3825] [added: 0.3375] | |

| ComEd | | | [removed: 144] [added: $] | [added: 187] | | | | | [removed: 145] [added: $] | [added: 185] | | | | | [removed: 145] [added: $] | [added: 187] | | | | | [removed: 144] [added: $] | [added: 187] | | | | | [removed: 127] [added: $] | [added: 144] | | | | | [removed: 127] [added: $] | [added: 145] | | | | | [removed: 126] [added: $] | [added: 145] | | | | | [removed: 127] [added: $] | [added: 144] | |

| PECO | | | [removed: 100] [added: 102] | | | | | | [removed: 99] [added: 101] | | | | | | [removed: 100] [added: 101] | | | | | | [removed: 100] [added: 101] | | | | | | [removed: 85] [added: 100] | | | | | | [removed: 85] [added: 99] | | | | | | [removed: 84] [added: 100] | | | | | | [removed: 85] [added: 100] | | |

| BGE | | | [removed: 74] [added: 78] | | | | | | [removed: 75] [added: 79] | | | | | | [removed: 75] [added: 79] | | | | | | [removed: 76] [added: 80] | | | | | | [removed: 73] [added: 74] | | | | | | [removed: 73] [added: 75] | | | | | | [removed: 72] [added: 75] | | | | | | [removed: 74] [added: 76] | | |

| PHI | | | [removed: 125] [added: 103] | | | | | | [removed: 230] [added: 198] | | | | | | [removed: 293] [added: 100] | | | | | | [removed: 102] [added: 112] | | | | | | [removed: 98] [added: 125] | | | | | | [removed: 191] [added: 230] | | | | | | [removed: 333] [added: 293] | | | | | | [removed: 81] [added: 102] | | |

| Pepco | | | [removed: 63] [added: 52] | | | | | | [removed: 100] [added: 85] | | | | | | [removed: 258] [added: 67] | | | | | | [removed: 42] [added: 48] | | | | | | [removed: 47] [added: 63] | | | | | | [removed: 98] [added: 100] | | | | | | [removed: 95] [added: 258] | | | | | | [removed: 28] [added: 42] | | |

| DPL | | | [removed: 48] [added: 36] | | | | | | [removed: 39] [added: 37] | | | | | | [removed: 15] [added: 18] | | | | | | [removed: 41] [added: 42] | | | | | | [removed: 41] [added: 48] | | | | | | [removed: 43] [added: 39] | | | | | | [removed: 23] [added: 15] | | | | | | [removed: 40] [added: 41] | | |

| ACE | | | [removed: 17] [added: 15] | | | | | | [removed: 90] [added: 75] | | | | | | [removed: 19] [added: 15] | | | | | | [removed: 19] [added: 21] | | | | | | [removed: 8] [added: 17] | | | | | | [removed: 51] [added: 90] | | | | | | [removed: 215] [added: 19] | | | | | | [removed: 14] [added: 19] | | |

First Quarter [removed: 2023] [added: 2024] Dividend

On February [removed: 14, 2023,] [added: 21, 2024,] Exelon's Board of Directors declared a regular quarterly dividend of [removed: $0.36] [added: $0.38] per share on Exelon’s [removed: common] [added: Common] stock for the first quarter of [removed: 2023.][added: 2024.]

The dividend is payable on Friday, March [removed: 10, 2023,] [added: 15, 2024,] to shareholders of record of Exelon as of 5 p.m.

Eastern time on Monday, [removed: February 27, 2023.][added: March 4, 2024.]

| Exelon Corporation | | | $100.00 | | | $104.28 | | | $100.22 | | | $141.73 | | | $153.53 | | | $132.08 | | |

| S&P 500 | | | $100.00 | | | $131.49 | | | $155.68 | | | $200.37 | | | $164.08 | | | $207.21 | | |

| S&P Utilities | | | $100.00 | | | $126.35 | | | $126.96 | | | $149.39 | | | $151.73 | | | $140.99 | | |

No such event has occurred.

| | | | 2023 | | | | | | | | | | | | | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | | | | | | | |

| | | | 2023 | | | | | | | | | | | | | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | | | | | | | |

| Exelon Corporation | | | $100.00 | | | $118.33 | | | $123.39 | | | $118.59 | | | $167.70 | | | $181.67 | | |

| S&P 500 | | | $100.00 | | | $95.62 | | | $125.72 | | | $148.85 | | | $191.58 | | | $156.88 | | |

| S&P Utilities | | | $100.00 | | | $104.11 | | | $131.54 | | | $132.18 | | | $155.53 | | | $157.97 | | |

No such events have occurred.

| | | | 2022 | | | | | | | | | | | | | | | | | | | | | | | | 2021 | | | | | | | | | | | | | | | | | | | | |

Exelon’s management conducted an assessment of the effectiveness of Exelon’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on this assessment, Exelon’s management concluded that, as of December 31, [removed: 2022,] [added: 2023,] Exelon’s internal control over financial reporting was effective.

The effectiveness of Exelon’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

ComEd’s management conducted an assessment of the effectiveness of ComEd’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on this assessment, ComEd’s management concluded that, as of December 31, [removed: 2022,] [added: 2023,] ComEd’s internal control over financial reporting was effective.

PECO’s management conducted an assessment of the effectiveness of PECO’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on this assessment, PECO’s management concluded that, as of December 31, [removed: 2022,] [added: 2023,] PECO’s internal control over financial reporting was effective.

BGE’s management conducted an assessment of the effectiveness of BGE’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on this assessment, BGE’s management concluded that, as of December 31, [removed: 2022,] [added: 2023,] BGE’s internal control over financial reporting was effective.

PHI’s management conducted an assessment of the effectiveness of PHI’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on this assessment, PHI’s management concluded that, as of December 31, [removed: 2022,] [added: 2023,] PHI’s internal control over financial reporting was effective.

Pepco’s management conducted an assessment of the effectiveness of Pepco’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on this assessment, Pepco’s management concluded that, as of December 31, [removed: 2022,] [added: 2023,] Pepco’s internal control over financial reporting was effective.

DPL’s management conducted an assessment of the effectiveness of DPL’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on this assessment, DPL’s management concluded that, as of December 31, [removed: 2022,] [added: 2023,] DPL’s internal control over financial reporting was effective.

ACE’s management conducted an assessment of the effectiveness of ACE’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on this assessment, ACE’s management concluded that, as of December 31, [removed: 2022,] [added: 2023,] ACE’s internal control over financial reporting was effective.

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

As of December 31, [removed: 2022,] [added: 2023,] there were [removed: $9.7] [added: $10.9] billion of regulatory assets and [removed: $9.5] [added: $10.0] billion of regulatory liabilities.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] in conformity with accounting principles generally accepted in the United States of America.

Those standards require that we plan and perform the [removed: audits] [added: audit] to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

As of December 31, [removed: 2022,] [added: 2023,] there were [removed: $3.4] [added: $4.1] billion of regulatory assets and [removed: $7.1] [added: $7.7] billion of regulatory liabilities.

As of December 31, [removed: 2022,] [added: 2023,] there were [removed: $732] [added: $920] million of regulatory assets and [removed: $345] [added: $406] million of regulatory liabilities.

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] in conformity with accounting principles generally accepted in the United States of America.

Those standards require that we plan and perform the [removed: audits] [added: audit] to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

As of December 31, [removed: 2022,] [added: 2023,] there were [removed: $704] [added: $956] million of regulatory assets and [removed: $863] [added: $800] million of regulatory liabilities.

As of December 31, [removed: 2022,] [added: 2023,] there were [removed: $2.1] [added: $1.9] billion of regulatory assets and [removed: $1.1] [added: $1.0] billion of regulatory liabilities.

As of December 31, [removed: 2022,] [added: 2023,] there were [removed: $672] [added: $600] million of regulatory assets and [removed: $461] [added: $397] million of regulatory liabilities.

As of December 31, [removed: 2022,] [added: 2023,] there were [removed: $282] [added: $272] million of regulatory assets and [removed: $424] [added: $415] million of regulatory liabilities.

As of December 31, [removed: 2022,] [added: 2023,] there were [removed: $624] [added: $608] million of regulatory assets and [removed: $182] [added: $146] million of regulatory liabilities.

| | | | [removed: For the Years Ended December 31,] | | | | | | [added: For the Years Ended December 31,] | | | | | | | | |

| (In millions, except per share data) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Electric operating revenues | | | $ | [removed: 16,899] [added: 19,267] | | | | | $ | [removed: 16,245] [added: 16,899] | | | | | $ | [removed: 15,236] [added: 16,245] | |

| Natural gas operating revenues | | | [removed: 2,018] [added: 1,764] | | | | | | [removed: 1,522] [added: 2,018] | | | | | | [removed: 1,421] [added: 1,522] | | |

| Revenues from alternative revenue programs | | | [removed: 161] [added: 696] | | | | | | [removed: 171] [added: 161] | | | | | | [removed: 6] [added: 171] | | |

| Total operating revenues | | | [removed: 19,078] [added: 21,727] | | | | | | [removed: 17,938] [added: 19,078] | | | | | | [removed: 16,663] [added: 17,938] | | |

| Purchased power | | | [removed: 5,380] [added: 7,648] | | | | | | [removed: 4,703] [added: 5,380] | | | | | | [removed: 4,086] [added: 4,703] | | |

| Purchased fuel | | | [removed: 834] [added: 593] | | | | | | [removed: 504] [added: 834] | | | | | | [removed: 426] [added: 504] | | |

February 21, 2024

February 21, 2024

February 21, 2024

February 21, 2024

February 21, 2024

February 21, 2024

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

February 21, 2024

February 21, 2024

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

February 21, 2024

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

February 21, 2024

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

February 21, 2024

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

February 21, 2024

| Net income attributable to common shareholders | | | $ | 2,328 | | | | | $ | 2,170 | | | | | $ | 1,706 | |

| Net income | | | $ | 2,328 | | | | | $ | 2,171 | | | | | $ | 1,829 | |

| (In millions) | | | 2023 | | | | | | 2022 | | |

| (In millions) | | | 2023 | | | | | | 2022 | | |

| Issuance of common stock | | | 3,587 | | | | | | 140 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 140 | | |

| Balance at December 31, 2023 | | | 1,001,249 | | | | | | $ | 21,114 | | | | | $ | (123) | | | | | $ | 5,490 | | | | | $ | (726) | | | | | $ | — | | | | | $ | 25,755 | |

| Depreciation and amortization | | | 1,403 | | | | | | 1,323 | | | | | | 1,205 | | |

| Repayments on short-term borrowings with maturities greater than 90 days | | | (150) | | | | | | — | | | | | | — | | |

| (In millions) | | | 2023 | | | | | | 2022 | | |

| (In millions) | | | 2023 | | | | | | 2022 | | |

| Balance at December 31, 2023 | | | $ | 1,588 | | | | | $ | 10,401 | | | | | $ | 2,374 | | | | | $ | 14,363 | |

| Depreciation and amortization | | | 397 | | | | | | 373 | | | | | | 348 | | |

| (In millions) | | | 2023 | | | | | | 2022 | | |

| (In millions) | | | 2023 | | | | | | 2022 | | |

| Other | | | 59 | | | | | | 32 | | |

| Other | | | 79 | | | | | | 85 | | |

| Balance at December 31, 2023 | | | $ | 4,050 | | | | | $ | 2,019 | | | | | | | | | | | $ | 6,069 | |

| Other, net | | | 18 | | | | | | 21 | | | | | | 30 | | |

February 14, 2023

| Unrealized gain on foreign currency translation | | | — | | | | | | — | | | | | | 4 | | |

__________

(a)The number of stock options not included in the calculation of diluted common shares outstanding due to their antidilutive effect were none for the year ended December 31, 2022 and 2021 and less than 1 million for the years ended December 31, 2020.

| Current assets of discontinued operations | | | — | | | | | | 7,835 | | |

| Current liabilities of discontinued operations | | | — | | | | | | 7,940 | | |

| Long-term debt, deferred credits, and other liabilities of discontinued operations | | | — | | | | | | 25,676 | | |

| Noncontrolling interests | | | — | | | | | | 402 | | |

| Total equity | | | 24,744 | | | | | | 34,795 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance, December 31, 2019 | | | 974,416 | | | | | | $ | 19,274 | | | | | $ | (123) | | | | | $ | 16,267 | | | | | $ | (3,194) | | | | | $ | 2,349 | | | | | $ | 34,573 | |

| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | 1,963 | | | | | | — | | | | | | (9) | | | | | | 1,954 | | |

| Sale of noncontrolling interests | | | — | | | | | | 3 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3 | | |

| Changes in equity of noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (57) | | | | | | (57) | | |

| Total shareholders’ equity | | | 13,364 | | | | | | 12,355 | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Balance, December 31, 2019 | | | $ | 1,588 | | | | | $ | 7,572 | | | | | $ | 1,517 | | | | | $ | 10,677 | |

| Other | | | 32 | | | | | | 35 | | |

| Other | | | 85 | | | | | | 83 | | |

| Balance, December 31, 2019 | | | $ | 2,766 | | | | | $ | 1,412 | | | | | | | | | | | $ | 4,178 | |

| Other, net | | | 21 | | | | | | 30 | | | | | | 23 | | |

| Other | | | 13 | | | | | | 8 | | |

| Other | | | 37 | | | | | | 44 | | |

| Other | | | 55 | | | | | | 48 | | |

| Other | | | 88 | | | | | | 98 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance, December 31, 2019 | | | $ | 1,907 | | | | | $ | 1,776 | | | | | | | | | | | $ | 3,683 | | | | | | | | | | | | | |

| Other, net | | | 78 | | | | | | 69 | | | | | | 57 | | | | | | | | | | | |

| Other | | | 96 | | | | | | 69 | | |

| Borrowings from Exelon intercompany money pool | | | 44 | | | | | | 7 | | |

| Balance, December 31, 2019 | | | $ | 9,618 | | | | | $ | (10) | | | | | | | | | | | $ | 9,608 | |

| Net income | | | — | | | | | | 495 | | | | | | | | | | | | 495 | | |

| Other, net | | | 55 | | | | | | 48 | | | | | | 38 | | |

| Other | | | 53 | | | | | | 25 | | |

| Other | | | 53 | | | | | | 59 | | |

| Other | | | 93 | | | | | | 55 | | |

| Balance, December 31, 2019 | | | $ | 1,796 | | | | | $ | 1,111 | | | | | $ | 2,907 | |

| Net income | | | — | | | | | | 266 | | | | | | 266 | | |

| Other, net | | | 13 | | | | | | 12 | | | | | | 10 | | |

During the fourth quarter of [removed: 2022,] [added: 2023,] each of the Registrant's management, including its principal executive officer and principal financial officer, evaluated disclosure controls and procedures related to the recording, processing, summarizing, and reporting of information in that Registrant’s periodic reports that it files with the SEC.

Accordingly, as of December 31, [removed: 2022,] [added: 2023,] the principal executive officer and principal financial officer of each of the Registrants concluded that such Registrant’s disclosure controls and procedures were effective to accomplish its objectives.

However, there have been no changes in internal control over financial reporting that occurred during the fourth quarter of [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, any of the Registrant's internal control over financial reporting.

Management is required to assess and report on the effectiveness of its internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

As a result of that assessment, management determined that there were no material weaknesses as of December 31, [removed: 2022] [added: 2023] and, therefore, concluded that each Registrant’s internal control over financial reporting was effective.

See ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Executive Overview for additional information on COVID-19.

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 [removed: I(1)(a)] [added: (I)(1)(a)] and (b) of Form 10-K for a reduced disclosure format.

BUSINESS—Executive officers of the Registrants at February [removed: 14, 2023.][added: 21, 2024.]

16(a)) is incorporated herein by reference to information to be contained in Exelon’s definitive [removed: 2023] [added: 2024] proxy statement [removed: (2023] [added: (2024] Exelon Proxy Statement) and the ComEd information statement [removed: (2023] [added: (2024] ComEd Information Statement) to be filed with the SEC on or before April [removed: 30, 2023] [added: 29, 2024] pursuant to Regulation 14A or 14C, as applicable, under the Securities Exchange Act of 1934.

The Code of Business Conduct will be made available, without charge, in print to any shareholder who requests such document from [removed: Carter C.][added: Exelon's Corporate Secretary, 10 South Dearborn Street, P.O. Box 805398, Chicago, Illinois 60680-5398.]

Culver, Senior Vice President and Deputy General Counsel, Exelon Corporation, P.O. Box 805398, Chicago, Illinois 60680-5398.

The information required by this item will be set forth under Executive Compensation Data and [removed: Report of the] Compensation Committee [added: Report] in the Exelon Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders or the ComEd [removed: 2023] [added: 2024] Information Statement, which are incorporated herein by reference.

The additional information required by this item will be set forth under [removed: *Ownership] [added: Ownership] of Exelon [removed: Stock*] [added: Stock] in the [removed: 2023] [added: 2024] Exelon Proxy Statement or the ComEd [removed: 2023] [added: 2024] Information [removed: Statement and] [added: Statement, which are] incorporated herein by reference.

| Equity compensation plans approved by security holders | | | [removed: 3,991,435] [added: 3,524,772] | | | | | | $ | — | | | | | [removed: 43,893,655] [added: 41,706,088] | | |

For performance shares granted in [removed: 2020,] 2021, [removed: and] 2022, [added: and 2023,] the total includes the maximum number of shares that could be issued assuming all participants receive 50% of payouts in shares and assuming the performance and total shareholder return modifier metrics were both at maximum, representing best case performance, for a total of [removed: 2,512,560] [added: 2,401,852] shares.

If the performance and total shareholder return modifier metrics were at "target", the number of securities to be issued for such awards would be [removed: 1,256,280.][added: 1,200,926.]

The balance also includes [removed: 471,350] [added: 410,234] shares to be issued upon the conversion of deferred stock units awarded to members of the Exelon board of directors.

(3)Includes [removed: 12,662,529] [added: 11,475,245] shares remaining available for issuance from the employee stock purchase plan.

No ComEd securities are authorized for issuance under equity compensation plans.

The additional information required by this item will be set forth under Related [removed: Persons] [added: Person] Transactions and Director Independence in the Exelon Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders or the ComEd [removed: 2023] [added: 2024] Information Statement, which are incorporated herein by reference.

The information required by this item will be set forth under [removed: The] Ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Accountant for [removed: 2023] [added: 2024] in the Exelon Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders and the ComEd [removed: 2023] [added: 2024] Information Statement, which are incorporated herein by reference.

| | | | | | | Report of Independent Registered Public Accounting Firm dated February [removed: 14, 2023] [added: 13, 2024] of PricewaterhouseCoopers LLP (PCAOB ID 238) | | |

| | | | | | | Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] | | |