Exelon (EXC) 10-K risk factor changes: FY2024 vs FY2023

There may be further risks and uncertainties that are [removed: not] presently known or that are not currently believed to be material that could negatively affect the Registrants' [added: future] consolidated financial [removed: statements in the future.][added: statements.]

[removed: These factors could affect the Registrants’ consolidated financial statements through, among other things, increased Operating] and maintenance expenses, increased capital expenditures, and potential asset impairment charges or accelerated depreciation over shortened remaining asset useful lives.

As of December 31, [removed: 2023,] [added: 2024,] approximately [removed: 23%, 10%,] [added: 17%, 11%,] and [removed: 16%] [added: 17%] of the Registrants’ available credit facilities were with European, Canadian, and Asian banks, respectively.

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

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

The Utility Registrants' consolidated financial statements are heavily dependent on the ability of the Utility Registrants to recover their costs [removed: for] [added: associated with] the retail purchase, transmission, and distribution of power and natural gas to their customers.

Established rates are also subject to subsequent prudency reviews by state regulators, whereby various portions of rates [removed: could be adjusted, subject to refund or disallowed,] including recovery mechanisms for costs associated with the procurement of electricity or gas, credit losses, MGP remediation, smart grid infrastructure, and energy efficiency and demand response [removed: programs.][added: programs, could be adjusted, subject to refund, or disallowed.]

The Registrants could be subject to higher costs and/or penalties related to mandatory reliability standards, including the likely exposure of the Utility Registrants to the results of [removed: PJM’s RTEP and] NERC compliance requirements (All Registrants).

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 [added: for alleged health or property damages, or operating restrictions to achieve compliance.]

The Registrants could be negatively affected by federal and state [removed: RPS and/or] [added: RPS,] energy conservation [removed: legislation,] [added: and GHG reduction legislation and regulation, and/or changing customer expectations,] along with energy conservation by customers (All Registrants).

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

The material [removed: ones] [added: legal proceedings, claims, and litigation arising out of business operations] are summarized in Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements.

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 [removed: ComEd’s][added: ComEd’s reputation and relationship with legislators, regulators, and customers that could affect their ability to achieve actions and approvals (Exelon and ComEd).]

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

[removed: Climate Change risks] [added: Risks] include changes to 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 and/or mandate implementation of energy conservation programs,] including through limitation of the use of natural gas.

[added: 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.

Threat actors, including sophisticated nation-state [removed: actors, continue to seek to] [added: actors and criminal groups,] exploit potential vulnerabilities in the electric and natural gas utility industry, grid infrastructure, and other energy [removed: infrastructures, and attacks and disruptions, both physical, cyber, and hybrid targeting physical and cyber assets, are becoming increasingly sophisticated and dynamic.][added: infrastructures.]

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

While [added: Registrants and] 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.

If a [removed: significant] [added: material] physical or cybersecurity breach or disruption were to occur, the Registrants' reputation could be negatively affected, customer confidence in the Registrants could be diminished and the Registrants could be subject to legal claims, regulatory exposure, loss of revenues, [added: and] increased [removed: costs] [added: costs,] including [removed: for] infrastructure [removed: repairs,] [added: repairs] or operations shutdown, all of which could materially affect the Registrants' financial condition and materially damage [removed: its] [added: their] business reputation.

Moreover, the amount and scope of insurance maintained against losses resulting from any such security breaches or disruptions may not be sufficient to cover losses or otherwise adequately compensate for any [removed: disruptions to] [added: resulting] business [removed: that could result.][added: disruptions.]

The continued increase in Federal and state regulatory requirements related to cybersecurity and evolving threat actor-capabilities could require changes to [removed: current] measures [removed: taken] [added: currently undertaken] by the Registrants or to their business operations and could adversely affect their consolidated financial statements.

These risks [removed: include] [added: include, among others,] gas explosions, [added: uncontrolled release of natural gas and other environmental hazards, fires,] pole strikes, and electric contact cases.

Extreme weather events, natural disasters, operational accidents such as wildfires or natural gas explosions, war, acts and threats of [removed: terrorism,] [added: terrorism or sabotage, cyberattacks or compromises, equipment or process failures,] public health crises, [removed: epidemics, pandemics,] or other significant events could negatively impact the Registrants' results of operations, ability to raise capital and future growth (All Registrants).

The Utility Registrants' infrastructures and/or operations could be affected by extreme weather events, natural disasters, [removed: or] operational accidents such as wildfires or natural gas explosions [added: or equipment or process failures due to aging infrastructure or otherwise, each of] which could result in increased costs, including supply chain costs and [added: claims for] third-party property damage.

An extreme weather event, natural disaster, [added: wildfire,] or operational accident within the Utility Registrants’ service areas can also directly affect their capital assets, causing disruption in service to customers due to downed wires and poles or damage to other operating equipment.

The Registrants face a risk that their operations would be direct targets or indirect casualties of [removed: an act of terror.][added: attacks or sabotaged by nation-states or their agents, or by foreign or domestic terrorist groups.]

The Registrants could be significantly affected by public health crises, [removed: epidemics,] [added: including epidemics] or pandemics.

In addition, [added: Exelon,] on behalf of the [removed: Registrants Exelon] [added: Registrants,] maintains a level of insurance coverage consistent with industry practices against property, casualty, [added: third party liability,] and cybersecurity losses subject to unforeseen occurrences or catastrophic events that could damage or destroy assets or interrupt operations.

Disruptions or cost increases in the supply chain, including shortages in labor, materials or parts, [added: or significant increases in relevant tariffs,] could materially impact the timing and execution of capital projects, [added: and the timing of placing assets in service,] as well as other aspects of the Registrants' businesses.

Also, insufficient availability of electric supply to meet customer demand could jeopardize the Utility Registrants' ability to comply with reliability standards and [added: strain customer and regulatory agency relationships.]

As is the case for electric utilities generally, potential concerns over transmission capacity or generation facility retirements could result in PJM or FERC requiring the [removed: Utility Registrants to upgrade or expand their respective transmission systems through additional capital expenditures.]

Certain [removed: events,] [added: factors,] such as [removed: the separation transaction, an] employee [removed: strike,] [added: strikes, work stoppages,] loss of employees, loss of contract resources due to a major event, [removed: and] [added: inability to negotiate future collective bargaining agreements on commercially reasonable terms,] an aging [added: workforce, mismatching of skill sets for current and future needs, and failing to appropriately anticipate future] workforce [removed: without appropriate replacements,] [added: needs,] could lead to operating challenges and increased costs for the Registrants.

Performance standards typically are included in all contractual obligations, but poor performance may impact capital execution plans or operations, or have adverse [removed: financial] [added: financial, regulatory,] or reputational consequences.

A number of these risks, any of which could negatively affect one or more of the Registrants’ future Consolidated Statements of Operations and Comprehensive Income, Consolidated Statements of Cash Flows, and/or Consolidated Balance Sheets (consolidated financial statements), are captured below.

Attacks and disruptions, which could involve physical, cyber, and hybrid targeting of physical and cyber assets, are increasingly sophisticated and dynamic.

The increased implementation of, and reliance on, information technologies and networks to manage business operations, including the operation of technical systems, as well as the Registrants' use of numerous vendors and suppliers, create additional points of vulnerability that could be, and in certain instances have been, exploited by malicious threat actors.

The Registrants’ electricity and natural gas operations are inherently hazardous and involve significant risks to employees, contractors, customers, and the general public (All Registrants).

As a result, employees, contractors, customers, and the general public may face, and in the past have experienced, serious injury, including loss of life, damage to or destruction of facilities and residences, business interruptions, and environmental pollution.

Further, the location of natural gas pipelines and associated distribution facilities, or electric generation, transmission, substations and distribution facilities near populated areas, including residential areas, commercial business centers and industrial sites, increases the potential damages resulting from these risks.

Responses to such attacks or sabotage, and any resulting retaliatory actions or sustained conflict could affect the Registrants’ operations and finances in unpredictable and material ways.

However, such losses may not be covered under applicable insurance policies, or the amount of insurance may be inadequate to cover all such losses.

However, the Registrants’ physical facilities could be at greater risk of damage as changes in the global climate affect temperature and weather patterns, including if

In recent years, the energy industry has been experiencing shortages of, and long lead times for, critical equipment such as transformers and conductors.

Lack of sufficient generation to meet actual or forecasted demand or disruptions at power generation facilities owned by third parties could interrupt transmission and distribution services, impair economic development, cause outages, and result in use limitations or affordability implications for customers.

(All Registrants)

Exelon does not generate the electricity it delivers.

The Utility Registrants purchase, transmit, and distribute electric power obtained from power generation facilities owned by third parties.

This power is primarily procured through contracts as directed by the Utility Registrants’ respective state laws and regulatory commission actions from various approved bidders or from purchases on the PJM operated markets.

Third-party power generation may be insufficient to meet our customers’ electricity demand in the short- and medium-term because of extreme weather, fuel security, market procurement, regulatory requirements, operational issues, maintenance outages, inflexibility of demand, or financial uncertainty impacting existing or prospective generation facilities.

Faster energy demand growth, acceleration of generator retirements, or the limited entry of new generating resources in any of the Utility Registrants’ respective service territories may result in a longer-term power generation capacity shortfall.

Exelon has forecast substantial increases in load, driven largely by the increasing use of data processing facilities dedicated to artificial intelligence technologies.

If third-party power generation capacity is insufficient to meet any Utility Registrant’s customers’ electricity demand or customers’ electricity demand across PJM over any period, transmission and distribution services may be diminished or interrupted, and results of operations, financial condition, and cash flows could be adversely affected.

In the event generation capacity is insufficient to meet demand, the Utility Registrants’ customers may experience greater price volatility, power service outages during peak demand periods or during generation contingencies (e.g., severe storms), and electricity use limits to maintain system balance.

Furthermore, the Utility Registrants may be unable to support new economic development should generation constraints last for extended periods.

Utility Registrants to upgrade or expand their respective transmission systems through additional capital expenditures.

Delays in siting, permitting, and interconnection could defer the introduction of new generation resources that could address resource adequacy concerns.

Additionally, efforts to artificially manipulate power demand on the grid, or even accidental activity that results in sharp fluctuations of demand, could disrupt grid operations.

Such events and other factors could result in increased costs, including costs of replacing lost labor through contractors or new hires, training costs, and costs of lost productivity.

Such events also could increase operational risks.

These factors could affect the Registrants’ consolidated financial statements through, among other things, increased Operating

Such risks, which could negatively affect one or more

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

Risks related to market and financial factors primarily include:

- the demand for electricity, reliability of service, and affordability in the markets where the Utility Registrants conduct their business,

- 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, and

- emerging technologies and business models, including those related to climate change mitigation and transition to a low carbon economy.

Risks related to legislative, regulatory, and legal factors primarily include changes to, and compliance with, the laws and regulations that govern:

- utility regulatory business models,

- energy, environmental, and climate policy, and

- tax policy.

Risks related to operational factors primarily include:

- changes in the global climate could produce extreme weather events, which could put the Registrant’s facilities at risk, and such changes could also affect the levels and patterns of demand for energy and related services,

- the ability of the Utility Registrants to maintain the reliability, resiliency, and safety of their energy delivery systems, which could affect their ability to deliver energy to their customers and affect their operating costs, and

- physical and cyber security risks for the Utility Registrants as the owner-operators of transmission and distribution facilities.

Risks related to the separation primarily include:

- challenges to achieving the benefits of separation and

- performance by Exelon and Constellation under the transaction agreements, including indemnification responsibilities.

If the Utility

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

See ITEM 1.

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

Over time, the Registrants are making additional investments to protect their facilities from physical climate-related risks.

Over time, the Registrants are making additional investments to adapt to changes in operational requirements to manage demand changes and customer expectations caused by climate change.

BUSINESS — Environmental Matters and Regulation — Climate Change and ITEM 1.A.

"The Registrants are potentially affected by emerging technologies that could over time affect or transform the energy industry" above for additional information.

Specifically, if the implementation of AMI, smart

Continued implementation of advanced digital technologies increases the potentially unfavorable impacts of such attacks.

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.

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’ employees, contractors, customers, and the general public could be exposed to a risk of injury due to the nature of the energy industry (All Registrants).

As a result, employees,

contractors, customers, and the general public are at some risk for serious injury, including loss of life.

The impact that potential terrorist attacks could have on the industry and the Registrants is uncertain.

Any retaliatory military strikes or sustained military campaign could affect Registrants' operations in unpredictable ways, such as changes in insurance markets and disruptions of supplies and markets.

However, there can be no assurance that the amount of insurance will be adequate to address such property and casualty losses.

strain customer and regulatory agency relationships.

As a result of such events, costs, including costs for contractors to replace employees, productivity costs, and safety costs, could rise.

Risks Related to the Separation (Exelon)

For discussion of the Utility Registrants' year ended December 31, [removed: 2022] [added: 2023] compared to the year ended December 31, [removed: 2021,] [added: 2022,] refer to ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the [removed: 2022] [added: 2023] Form 10-K, which was filed with the SEC on February [removed: 14, 2023.][added: 21, 2024.]

GAAP Results of Operations. The following table sets forth Exelon's GAAP consolidated Net income attributable to common shareholders from continuing operations by Registrant for the year ended December 31, [removed: 2023] [added: 2024] compared to the same period in [removed: 2022.][added: 2023.]

For additional information regarding the financial results for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] see the discussions of Results of Operations by Registrant.

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Favorable (Unfavorable) Variance | | |

| ComEd | | | [removed: 1,090] [added: 1,066] | | | | | | [removed: 917] [added: 1,090] | | | | | | [removed: 173] [added: (24)] | | |

| PECO | | | [removed: 563] [added: 551] | | | | | | [removed: 576] [added: 563] | | | | | | [removed: (13)] [added: (12)] | | |

| BGE | | | [removed: 485] [added: 527] | | | | | | [removed: 380] [added: 485] | | | | | | [removed: 105] [added: 42] | | |

| PHI | | | [removed: 590] [added: 741] | | | | | | [removed: 608] [added: 590] | | | | | | [removed: (18)] [added: 151] | | |

| Pepco | | | [removed: 306] [added: 390] | | | | | | [removed: 305] [added: 306] | | | | | | [removed: 1] [added: 84] | | |

| DPL | | | [removed: 177] [added: 209] | | | | | | [removed: 169] [added: 177] | | | | | | [removed: 8] [added: 32] | | |

| ACE | | | [removed: 120] [added: 155] | | | | | | [removed: 148] [added: 120] | | | | | | [removed: (28)] [added: 35] | | |

| Other(a) | | | [removed: (400)] [added: (425)] | | | | | | [removed: (427)] [added: (400)] | | | | | | [removed: 27] [added: (25)] | | |

Year Ended December 31, [removed: 2023] [added: 2024] Compared to Year Ended December 31, [removed: 2022.] [added: 2023.] Net income attributable to common shareholders from continuing operations increased by [removed: $274] [added: $132] million and Diluted earnings per average common share from continuing operations increased to [removed: $2.34] [added: $2.45] in [removed: 2023] [added: 2024] from [removed: $2.08] [added: $2.34] in [removed: 2022] [added: 2023] primarily due to:

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

- [removed: Higher] [added: Lower] carrying [removed: costs] [added: cost recovery] related to the CMC regulatory [removed: assets] [added: asset] at ComEd; and

- [removed: Unfavorable] [added: Less unfavorable] weather at [removed: PECO and PHI;][added: PECO;]

- Higher depreciation [added: and amortization] expense at PECO, BGE, and PHI;

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

- Higher [removed: storm costs] [added: credit loss expense] at PECO and BGE; [removed: and]

- [removed: Higher] [added: Absence of] realized losses from hedging activity at Exelon [removed: Corporate.][added: Corporate;]

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: 2023] [added: 2024] compared to [removed: 2022:][added: 2023:]

| Net income attributable to common shareholders from continuing operations | | | $ | [removed: 2,328] [added: 2,460] | | | | | $ | [removed: 2.34] [added: 2.45] | | | | | $ | [removed: 2,054] [added: 2,328] | | | | | $ | [removed: 2.08] [added: 2.34] | |

| Mark-to-market impact of economic hedging activities (net of taxes of [removed: $1] [added: $0] and $1, respectively) | | | [removed: (4)] [added: —] | | | | | | — | | | | | | [removed: 4] [added: (4)] | | | | | | — | | |

| [removed: Change in environmental liabilities] [added: Environmental costs] (net of taxes of [removed: $8)] [added: $5 and $8, respectively)] | | | [removed: 29] [added: (13)] | | | | | | [removed: 0.03] [added: (0.01)] | | | | | | [removed: —] [added: 29] | | | | | | [removed: —] [added: 0.03] | | |

| Asset retirement obligations (net of taxes of [removed: $1] [added: $3] and [removed: $2,] [added: $1,] respectively) | | | [removed: (1)] [added: 8] | | | | | | [removed: —] [added: 0.01] | | | | | | [removed: (4)] [added: (1)] | | | | | | — | | |

| SEC matter loss contingency (net of taxes of $0) | | | [removed: 46] [added: —] | | | | | | [removed: 0.05] [added: —] | | | | | | [removed: —] [added: 46] | | | | | | [removed: —] [added: 0.05] | | |

| Separation costs (net of taxes of [removed: $7] [added: $0] and [removed: $10, respectively)(c)] [added: $7, respectively)(a)] | | | [removed: 22] [added: —] | | | | | | [removed: 0.02] [added: —] | | | | | | [removed: 24] [added: 22] | | | | | | 0.02 | | |

| Change in FERC audit liability (net of taxes of [removed: $4)] [added: $13 and $4, respectively)] | | | [removed: 11] [added: 42] | | | | | | [removed: 0.01] [added: 0.04] | | | | | | [removed: —] [added: 11] | | | | | | [removed: —] [added: 0.01] | | |

| Income tax-related adjustments (entire amount represents tax [removed: expense)(d)] [added: expense)(c)] | | | [removed: (54)] [added: (3)] | | | | | | [removed: (0.05)] [added: —] | | | | | | [removed: 122] [added: (54)] | | | | | | [removed: 0.12] [added: (0.05)] | | |

| Adjusted (non-GAAP) operating earnings | | | $ | [removed: 2,377] [added: 2,507] | | | | | $ | [removed: 2.38] [added: 2.50] | | | | | $ | [removed: 2,239] [added: 2,377] | | | | | $ | [removed: 2.27] [added: 2.38] | |

The marginal statutory income tax rates for [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] ranged from 24.0% to 29.0%.

[removed: (c)Represents] [added: (a)Represents] costs related to the separation primarily comprised of system-related costs, third-party costs paid to advisors, consultants, lawyers, and other experts assisting in the separation, and employee-related severance costs, which are recorded in Operating and maintenance expense and Other, net.

[removed: In] [added: (c)In] 2023, reflects the adjustment to state deferred income taxes due to changes in forecasted apportionment.

Significant [removed: 2023] [added: 2024] Transactions and Developments

See Note [removed: 2] [added: 13] — [removed: Discontinued Operations] [added: Income Taxes] of the Combined Notes to Consolidated Financial Statements for additional information [removed: on] [added: regarding] the [removed: separation and discontinued operations.][added: components of the effective income tax rates.]

In [removed: November and December] [added: the fourth quarter] 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 [removed: these] [added: the 2024] issuances were [removed: $140] [added: $148] million, which were used for general corporate purposes.

The following tables show the Utility Registrants’ completed and pending distribution base rate case proceedings in [removed: 2023.][added: 2024.]

| [added: ComEd - Illinois] | | | [added: | | |] January 17, 2023 | | | | | | Electric | | | | | | $ | 1,487 | | | | | $ | [removed: 501] [added: 1,045] | | | | | 8.905% | | | | | | December [removed: 14, 2023] [added: 19, 2024] | | | | | | January 1, 2024 | | | [removed: | | |]

| Exelon | | | $ | 2,460 | | | | | $ | 2,328 | | | | | $ | 132 | |

- Higher return on regulatory assets at ComEd;

- A tax repairs deduction at PECO;

- Favorable impacts of multi-year plans reconciliations at Pepco;

- Higher transmission peak load due to higher energy demand at ComEd; and

- Lower storm costs at PHI.

Note that rate increases are associated with updated recovery rates for costs and investments to serve customers.

- Lower impacts of multi-year plans reconciliations at BGE;

- Lower electric distribution earnings from lower allowed ROE and the absence of a return on the pension asset at ComEd;

- Higher storm costs at BGE.

| | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | |

| Cost management charge (net of taxes of 4)(b) | | | 13 | | | | | | 0.01 | | | | | | — | | | | | | — | | |

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

In 2024, reflects the adjustment to state deferred income taxes due to change in DPL's Delaware net operating loss valuation allowance.

In the third quarter 2024, Exelon issued approximately 4 million shares of Common Stock at an average gross price of $37.60 per share.

| | | | April 26, 2024 (amended on September 11, 2024) | | | | | | Electric | | | | | | $ | 624 | | | | | $ | 623 | | | | | 9.89% | | | | | | October 31, 2024 | | | | | | January 1, 2025 | | | | | |

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

| PECO - Pennsylvania | | | | | | March 28, 2024 | | | | | | Electric | | | | | | $464 | | | | | | $ | 354 | | | | | N/A | | | | | | December 12, 2024 | | | | | | January 1, 2025 | | |

| Pepco - District of Columbia | | | | | | April 13, 2023 (amended February 27, 2024) | | | | | | Electric | | | | | | $ | 186 | | | | | $ | 123 | | | | | 9.50% | | | | | | November 26, 2024 | | | | | | January 1, 2025 | | |

| | | | May 16, 2023 (amended February 23, 2024) | | | | | | Electric | | | | | | $ | 111 | | | | | $ | 45 | | | | | 9.50% | | | | | | June 10, 2024 | | | | | | April 1, 2024 | | | | | |

| DPL - Delaware | | | | | | September 20, 2024 | | | | | | Natural Gas | | | | | | $ | 39 | | | | | 10.50% | | | | | | First quarter of 2026 | | |

| ACE - New Jersey | | | | | | November 21, 2024 | | | | | | Electric | | | | | | $ | 109 | | | | | 10.70% | | | | | | Fourth quarter of 2025 | | |

That hearing process was held in abeyance while a formal settlement process, which began in February 2024, took place.

On July 30, 2024, ComEd reached an agreement in principle on the contested overhead allocation finding.

As a result of the settlement process, ComEd recorded a charge for the probable disallowance of $70 million of certain currently capitalized construction costs to operating expenses, which are not expected to be recovered in future rates.

The final settlement is subject to FERC approval.

The existing loss estimate is reflected in Exelon and ComEd's financial statements as of December 31, 2024.

ComEd and FERC staff jointly filed the settlement agreement with FERC for approval on February 11, 2025.

Allocation of Income Taxes to Regulated Utilities (All Registrants)

In Q2 2024, the IRS issued a series of PLRs, to another taxpayer, providing guidance with respect to the application of the tax normalization rules to the allocation of consolidated tax benefits among the members of a consolidated group associated with NOLC for ratemaking purposes.

The rulings provide that for ratemaking purposes the tax benefit of NOLC should be reflected on a separate company basis not taking into consideration the utilization of losses by other affiliates.

A PLR issued to another taxpayer may not be relied on as precedent.

For the Registrants, except for PECO, the methodology prescribed by the IRS in these PLRs could result in a reduction of the regulatory liability established for EDITs arising from the TCJA corporate tax rate change that is being amortized and flowed through to customers as well as a reduction in the accumulated deferred income taxes included in rate base for ratemaking purposes of approximately $1.2 billion - $1.7 billion.

Management will continue to work collaboratively with the Registrants’ regulatory commissions to file PLR requests with the IRS confirming the treatment of NOLC for ratemaking purposes.

The Registrants will record the impact, if any, upon receiving their own PLRs from the IRS.

The award negotiation process is complete and funding has been obligated.

The award negotiation process is complete and funding has been obligated.

In October 2023 the DOE announced it selected two of the projects for further

In March 2024, Exelon, BGE, PHI, Pepco, DPL, and ACE submitted five applications for Topic Area 2 (Smart Grid Grants).

In October 2024, Exelon’s project, Renewable-Aware Distribution Operations: Pioneering a cleaner future for all our communities, and BGE’s project, Baltimore Interconnection Readiness & Deployment of Storage (BIRDS), were recommended by the GDO for negotiation of a final award up to $100 million and $50 million, respectively.

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

The Registrants assessed long-lived assets, goodwill, and investments for recoverability.

Exelon and BGE recorded a pre-tax impairment charge of $48 million in 2022 as a result of COVID-19 impacts on office use.

See Note 11 — Asset Impairments for additional information related to this impairment assessment.

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

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

__________

The separation of Constellation, including Generation and its subsidiaries, 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 the year ended December 31, 2022 presented in the table

above.

See Note 1 — Significant Accounting Policies and Note 2 — Discontinued Operations for additional information.

Accounting rules require certain BSC costs previously allocated to Generation 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 on a pre-tax basis, for the year ended December 31, 2022.

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

- Higher electric distribution and transmission earnings from higher allowed ROE due to an increase in treasury rates and higher rate base at ComEd;

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

- Lower BSC costs presented in Exelon’s continuing operations, which were previously allocated to Generation but do not qualify as expenses of the discontinued operation per the accounting rules.

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

| ERP system implementation costs (net of taxes of $0)(a) | | | — | | | | | | — | | | | | | 1 | | | | | | — | | |

| Asset impairments (net of taxes of $10)(b) | | | — | | | | | | — | | | | | | 38 | | | | | | 0.04 | | |

(a)Reflects costs related to a multi-year ERP system implementation, which are recorded in Operating and maintenance expense.

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

(d)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.

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 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 benefit.

Separation

On February 21, 2021, Exelon’s Board of Directors approved a plan to separate the Utility Registrants and Generation, creating two publicly traded companies (“the separation”).

Exelon completed the separation on February 1, 2022.

Constellation was newly formed and incorporated in Pennsylvania on June 15, 2021 for the purpose of separation and holds Generation.

The separation represented a strategic shift that would have a major effect on Exelon’s operations and financial results.

Accordingly, the separation meets the criteria for discontinued operations.

In connection with the separation, Exelon incurred separation costs impacting continuing operations of $29 million and $34 million on a pre-tax basis for the year ended December 31, 2023 and 2022, respectively, which are recorded in Operating and maintenance expense.

These costs are excluded from Adjusted (non-GAAP) Operating Earnings.

The separation costs are primarily comprised of system-related costs, third-party costs paid to advisors, consultants, lawyers, and other experts assisting in the separation, and employee-related severance costs.

| ComEd - Illinois | | | | | | April 15, 2022 | | | | | | Electric | | | | | | $ | 199 | | | | | $ | 199 | | | | | 7.85% | | | | | | November 17, 2022 | | | | | | January 1, 2023 | | |

| | | | April 21, 2023 | | | | | | Electric | | | | | | $ | 247 | | | | | $ | 259 | | | | | 8.91% | | | | | | November 30, 2023 | | | | | | January 1, 2024 | | | | | |

| PECO - Pennsylvania | | | | | | March 31, 2022 | | | | | | Natural Gas | | | | | | $ | 82 | | | | | $ | 55 | | | | | N/A | | | | | | October 27, 2022 | | | | | | January 1, 2023 | | |

| BGE - Maryland | | | | | | May 15, 2020 (amended September 11, 2020) | | | | | | Electric | | | | | | $ | 203 | | | | | $ | 140 | | | | | 9.50 | | % | | | | December 16, 2020 | | | | | | January 1, 2021 | | |

| 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 | | |

During the first quarter of 2023, ComEd was provided with information from FERC about several potential findings, including ComEd's methodology regarding the allocation of certain overhead costs to capital under FERC regulations.

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.

| Commodity derivative contracts(a): | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | [removed: 2029] [added: 2030] and Beyond | | | | | | | | |

| Prices based on model or other valuation methods (Level 3) | | | $ | [removed: (27)] [added: (29)] | | | | | $ | [removed: (19)] [added: (20)] | | | | | $ | [removed: (16)] [added: (18)] | | | | | $ | (16) | | | | | $ | [removed: (17)] [added: (15)] | | | | | $ | [removed: (38)] [added: (34)] | | | | | $ | [removed: (133)] [added: (132)] | |

See Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information.

- Electric operating revenues risk associated with ComEd's distribution formula rate.

ComEd's ROE for its electric distribution service through 2023 was directly correlated to yields on U.S. Treasury bonds.

Exelon Corporate utilized interest rate derivatives to mitigate volatility and manage risk to Exelon, which were typically accounted for as economic hedges.

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.

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

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: 2023:][added: 2024:]

| Electric | | | | | | [removed: 9.2] [added: 9.1] | | | | | | [removed: 4.1] [added: 4.2] | | | | | | 3.0 | | | | | | 2.4 | | | | | | 1.5 | | | | | | 1.2 | | |

| Natural Gas | | | | | | N/A | | | | | | [removed: 2.5] [added: 2.6] | | | | | | 2.9 | | | | | | N/A | | | | | | 0.6 | | | | | | N/A | | |

| Total(b) | | | | | | [removed: 9.2] [added: 9.1] | | | | | | [removed: 4.1] [added: 4.2] | | | | | | 3.2 | | | | | | 2.4 | | | | | | 1.5 | | | | | | 1.2 | | |

| Electric | | | | | | 4.1 | | | | | | 1.7 | | | | | | 1.3 | | | | | | [removed: 0.9] [added: 1.0] | | | | | | 0.6 | | | | | | 0.6 | | |

| Total(c) | | | | | | 4.1 | | | | | | 1.7 | | | | | | 1.3 | | | | | | [removed: 0.9] [added: 1.0] | | | | | | 0.6 | | | | | | 0.6 | | |

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

As a result, ComEd's, BGE's, Pepco's, DPL Maryland's, and ACE's electric distribution revenues and BGE's natural gas distribution revenues are not [removed: materially] [added: intended to be] impacted by delivery volumes.

[added: Beginning in 2024 through 2027,] ComEd's electric distribution costs are [removed: currently] recovered through a multi-year rate plan with case proceedings as filed with the ICC.

PECO's and DPL's electric and gas distribution costs and [removed: ACE's] [added: ACE’s] electric distribution costs have generally been recovered through [added: base] rate case proceedings, with PECO utilizing a fully projected future test [removed: year while] [added: year,] DPL [added: Delaware's electric] and [added: gas distribution services utilizing either a partial actual and partial forecast test year or a fully historical test year, and] ACE [removed: utilize] [added: utilizing] a [added: fully] historical test year.

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

PECO, BGE, and DPL each have annual firm transportation contracts of [removed: 445,000] [added: 437,000] mmcf, [removed: 268,000] [added: 283,000] mmcf, and 44,000 mmcf, respectively, for delivery of gas.

(a)Natural gas from underground storage represents approximately 27%, [removed: 42%,] [added: 40%,] and 33% of PECO's, BGE’s, and DPL's [removed: 2023-2024] [added: 2024-2025] heating season pipeline capacity, respectively.

The Utility Registrants are generally allowed to recover costs associated with [removed: the] energy efficiency and demand response programs they offer.

[removed: Beginning in] [added: In] 2024, BGE, Pepco, and DPL [removed: will begin] [added: began] deferring less energy efficiency and demand response program costs to 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: 2024] [added: 2025] capital expenditures.

[removed: Under FERC’s open access transmission policy, the] [added: The] Utility Registrants, as owners of transmission facilities, are required to provide open access to their transmission facilities [removed: under filed tariffs] at cost-based rates [added: pursuant to tariffs] approved by FERC.

PJM is the regional grid operator and operates pursuant to [added: its] FERC-approved tariffs.

PJM [removed: operates the PJM energy, capacity, and other markets, and, through central dispatch,] controls the day-to-day operations of the bulk power system for the region.

Under the PJM Tariff, transmission service is provided on a region-wide, open-access basis [removed: using] [added: through] the transmission facilities of the PJM transmission owners.

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

[removed: Following the separation on February 1, 2022,] Exelon is [removed: now] a transmission and distribution [removed: company, focused on delivering] [added: company that delivers] 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 [added: policies including those that advance our jurisdictions' clean energy targets, and continued commitment to corporate responsibility.]

The Utility Registrants anticipate investing approximately [removed: $35] [added: $38] 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, [added: new business,] and transmission projects, which is projected to result in an increase to current rate base of approximately [removed: $19] [added: $20] billion by the end of [removed: 2027.][added: 2028.]

In August 2021, Exelon announced [removed: a] [added: its] Path to Clean goal to collectively reduce its operations-driven GHG emissions 50% by 2030 against a 2015 baseline and to reach [removed: net zero] [added: net-zero] operations-driven GHG emissions by 2050, while supporting customers and communities in achieving their GHG reduction goals (Path to Clean).

Various [removed: market, financial,] regulatory, legislative, [added: operational, market,] and [removed: operational] [added: financial] factors could affect Exelon's success in pursuing its strategies.

The Registrants provide a full suite of wellness benefits targeted at supporting work-life balance, physical, [removed: mental] [added: mental,] and financial health, and industry-leading paid leave policies.

The Registrants typically conduct an employee engagement survey every other year to [added: gain feedback from employees,] help identify organizational [removed: strengths] [added: strengths,] and [added: help identify] areas of opportunity for growth.

The following tables show diversity metrics for all employees and management as of December 31, [removed: 2023.][added: 2024.]

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

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

| Aged <30 | | | [added: 23] | | | [removed: 21] | | | | | | | | | [added: 8] | | | [removed: 4] | | | [added: 2] | | | [removed: 4] | | | [added: —] | | | [removed: 3] | | | [added: 8] | | | [removed: 5] | | | [added: 3] | | | [added: | | |] 1 | | | | | | 1 | | | | | | [removed: 2] | | |

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

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

[removed: (d)Management] [added: 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: 2021] [added: 2022] to [removed: 2023.][added: 2024.]

| | | | [removed: | | |] Exelon | | | | | | | | | | | | ComEd | | | | | | PECO | | | | | | BGE | | | | | | PHI | | | | | | Pepco | | | | | | DPL | | | | | | ACE | | |

The following table presents employee information, including information about CBAs, as of December 31, [removed: 2023.][added: 2024.]

| | | | Total Employees Covered by CBAs | | | | | | Number of CBAs | | | | | | CBAs New and Renewed in [removed: 2023(a)] [added: 2024(a)] | | | | | | Total Employees Under CBAs New and Renewed in [removed: 2023] [added: 2024] | | |

PJM operates the PJM energy, capacity, and other wholesale markets.

The rates are updated on an annual basis.

The Registrants strive to create a diverse workforce and an inclusive workplace so that they can innovate, grow, and meet the needs of their employees, customers, and community.

Therefore, the Registrants take steps to attract, develop, and retain highly qualified talent with a broad range of skills, expertise, and backgrounds who reflect the communities they serve.

The Registrants strive to foster an environment where all employees are engaged, feel a sense of belonging and can pursue their full potential – providing comprehensive employee development opportunities to build the skills of their workforce and create high performing teams.

Employee well-being and safety are a priority.

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

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

| Female(a) | | | 5,651 | | | | | | | | | | | | 1,605 | | | | | | 793 | | | | | | 845 | | | | | | 1,345 | | | | | | 339 | | | | | | 135 | | | | | | 104 | | | | | | | | |

| People of Color(a) | | | 8,370 | | | | | | | | | | | | 2,791 | | | | | | 1,093 | | | | | | 1,359 | | | | | | 1,948 | | | | | | 866 | | | | | | 236 | | | | | | 157 | | | | | | | | |

| Aged <30 | | | 2,341 | | | | | | | | | | | | 784 | | | | | | 429 | | | | | | 379 | | | | | | 440 | | | | | | 140 | | | | | | 95 | | | | | | 61 | | | | | | | | |

| Aged 30-50 | | | 11,348 | | | | | | | | | | | | 3,963 | | | | | | 1,633 | | | | | | 1,993 | | | | | | 2,375 | | | | | | 751 | | | | | | 500 | | | | | | 351 | | | | | | | | |

| Aged >50 | | | 6,325 | | | | | | | | | | | | 1,800 | | | | | | 993 | | | | | | 1,037 | | | | | | 1,463 | | | | | | 424 | | | | | | 328 | | | | | | 196 | | | | | | | | |

| Total Employees(b) | | | 20,014 | | | | | | | | | | | | 6,547 | | | | | | 3,055 | | | | | | 3,409 | | | | | | 4,278 | | | | | | 1,315 | | | | | | 923 | | | | | | 608 | | | | | | | | |

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

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

| Female(a) | | | 1,173 | | | | | | | | | | | | 253 | | | | | | 137 | | | | | | 155 | | | | | | 254 | | | | | | 56 | | | | | | 13 | | | | | | 18 | | | | | | | | |

| People of Color(a) | | | 1,314 | | | | | | | | | | | | 368 | | | | | | 143 | | | | | | 202 | | | | | | 319 | | | | | | 117 | | | | | | 35 | | | | | | 31 | | | | | | | | |

| Aged 30-50 | | | 2,056 | | | | | | | | | | | | 554 | | | | | | 209 | | | | | | 337 | | | | | | 457 | | | | | | 114 | | | | | | 69 | | | | | | 44 | | | | | | | | |

| Aged >50 | | | 1,400 | | | | | | | | | | | | 377 | | | | | | 164 | | | | | | 170 | | | | | | 282 | | | | | | 64 | | | | | | 45 | | | | | | 40 | | | | | | | | |

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

| Total Employees in Management(b) | | | 3,479 | | | | | | | | | | | | 939 | | | | | | 375 | | | | | | 507 | | | | | | 747 | | | | | | 181 | | | | | | 115 | | | | | | 85 | | | | | | | | |

(c)Exelon includes individuals employed by BSC in addition to those employed by ComEd, PECO, BGE, and PHI.

Exelon Corporate does not employ any individuals.

(d)PHI includes individuals employed by PHISCO in addition to those employed by Pepco, DPL, and ACE.

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

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

| Retirement Age | | | 2.80 | | % | | | | | | | | | | 3.38 | | % | | | | 3.10 | | % | | | | 2.16 | | % | | | | 2.48 | | % | | | | 2.19 | | % | | | | 2.86 | | % | | | | 2.92 | | % |

| Voluntary | | | 3.00 | | % | | | | | | | | | | 2.64 | | % | | | | 2.65 | | % | | | | 2.06 | | % | | | | 3.15 | | % | | | | 3.43 | | % | | | | 1.61 | | % | | | | 2.81 | | % |

| Non-Voluntary | | | 1.00 | | % | | | | | | | | | | 0.87 | | % | | | | 1.37 | | % | | | | 1.06 | | % | | | | 1.16 | | % | | | | 1.77 | | % | | | | 0.62 | | % | | | | 0.70 | | % |

| Exelon | | | 8,549 | | | | | | 10 | | | | | | 3 | | | | | | 851 | | |

| ComEd | | | 3,553 | | | | | | 2 | | | | | | — | | | | | | — | | |

| PECO | | | 1,462 | | | | | | 2 | | | | | | — | | | | | | — | | |

| BGE | | | 1,485 | | | | | | 1 | | | | | | — | | | | | | — | | |

| PHI | | | 2,045 | | | | | | 5 | | | | | | 3 | | | | | | 851 | | |

| Pepco | | | 818 | | | | | | 1 | | | | | | — | | | | | | — | | |

| DPL | | | 633 | | | | | | 2 | | | | | | 2 | | | | | | 633 | | |

| ACE | | | 395 | | | | | | 2 | | | | | | 1 | | | | | | 26 | | |

| Corporate(b) | | | 203 | | | | | | — | | | | | | — | | | | | | 192 | | |

(b)Corporate represents employees employed by BSC or PHISCO.

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

ComEd recovers costs through a performance-based rate formula.

ComEd is required to file an update to the performance-based rate formula on an annual basis.

On September 15, 2021, Illinois passed CEJA, which contains requirements for ComEd to transition away from the performance-based rate formula by the end of 2022 and would allow for the submission of either a general rate or multi-year rate plan.

On February 3, 2022, the ICC approved a tariff that establishes the process under which ComEd will reconcile its 2022 and 2023 rate year revenue requirements with actual costs.

as approved by their respective regulatory agencies.

| | | | | | |

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

| | | | Approval Date | | |

| ComEd | | | January 2008 | | |

| PECO | | | December 2019 | | |

| BGE | | | April 2006 | | |

| Pepco | | | April 2006 | | |

| DPL | | | April 2006 | | |

| ACE | | | April 2006 | | |

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

The Registrants strive to create a workplace culture that promotes and embodies diversity, inclusion, innovation, and safety for their employees.

In order to provide the services and products that their customers expect, the Registrants aspire to create teams that reflect the diversity of the communities that the Registrants serve.

Therefore, the Registrants take steps to attract 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 provide growth opportunities, competitive compensation and benefits, and a variety of training and development programs.

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

Employees are encouraged to thrive outside the workplace as well.

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

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

| 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 | | |

(a)To effectuate Exelon's pay equity goals, Exelon conducts analysis on gender and racial pay equity.

| 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 | | % |

For the Fiscal Year Ended December 31, [removed: 2023][added: 2024]

| | | | | | | (a Pennsylvania corporation) [removed: P.O. Box 8699] 2301 Market Street [added: P.O. Box 8699] Philadelphia, Pennsylvania 19101-8699 (215) 841-4000 | | | | | | | | |

| [removed: PECO ENERGY COMPANY:] | | | [removed: | | | | | |] [added: [PECO Energy Company](#id759e101edad4e229ee36c477d1f2b28_139)] | | | [added: [58](#id759e101edad4e229ee36c477d1f2b28_139)] | | |

The estimated aggregate market value of the voting and non-voting common equity held by nonaffiliates of each registrant as of June 30, [removed: 2023] [added: 2024] was as follows:

| Exelon Corporation Common Stock, without par value | | | [removed: $40,536,144,047] [added: 1,005,217,157] | | |

The number of shares outstanding of each registrant’s Common stock as of January 31, [removed: 2024] [added: 2025] was as follows:

| Exelon Corporation Common Stock, without par value | | | [removed: 999,538,542] [added: $34,615,866,949] | | |

| Commonwealth Edison Company Common Stock, $12.50 par value | | | [removed: 127,021,399] [added: 127,021,417] | | |

Portions of the Exelon Proxy Statement for the [removed: 2023] [added: 2025] Annual Meeting of Shareholders and the Commonwealth Edison Company [removed: 2023] [added: 2025] Information Statement are incorporated by reference in Part III.

| [GLOSSARY OF TERMS AND [removed: ABBREVIATIONS](#i2d9d0ce313d5460fa39f48d3a6d3b53f_13)] [added: ABBREVIATIONS](#id759e101edad4e229ee36c477d1f2b28_13)] | | | | | | [removed: [1](#i2d9d0ce313d5460fa39f48d3a6d3b53f_13)] [added: [1](#id759e101edad4e229ee36c477d1f2b28_13)] | | |

| [FILING [removed: FORMAT](#i2d9d0ce313d5460fa39f48d3a6d3b53f_16)] [added: FORMAT](#id759e101edad4e229ee36c477d1f2b28_16)] | | | | | | [removed: [5](#i2d9d0ce313d5460fa39f48d3a6d3b53f_16)] [added: [5](#id759e101edad4e229ee36c477d1f2b28_16)] | | |

| [CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING [removed: INFORMATION](#i2d9d0ce313d5460fa39f48d3a6d3b53f_19)] [added: INFORMATION](#id759e101edad4e229ee36c477d1f2b28_19)] | | | | | | [removed: [5](#i2d9d0ce313d5460fa39f48d3a6d3b53f_19)] [added: [5](#id759e101edad4e229ee36c477d1f2b28_19)] | | |

| [WHERE TO FIND MORE [removed: INFORMATION](#i2d9d0ce313d5460fa39f48d3a6d3b53f_22)] [added: INFORMATION](#id759e101edad4e229ee36c477d1f2b28_22)] | | | | | | [removed: [5](#i2d9d0ce313d5460fa39f48d3a6d3b53f_22)] [added: [6](#id759e101edad4e229ee36c477d1f2b28_22)] | | |

| [ITEM [removed: 1.](#i2d9d0ce313d5460fa39f48d3a6d3b53f_28)] [added: 1.](#id759e101edad4e229ee36c477d1f2b28_28)] | | | [removed: [BUSINESS](#i2d9d0ce313d5460fa39f48d3a6d3b53f_28)] [added: [BUSINESS](#id759e101edad4e229ee36c477d1f2b28_28)] | | | [removed: [6](#i2d9d0ce313d5460fa39f48d3a6d3b53f_28)] [added: [7](#id759e101edad4e229ee36c477d1f2b28_28)] | | |

| | | | [Utility [removed: Operations](#i2d9d0ce313d5460fa39f48d3a6d3b53f_37)] [added: Operations](#id759e101edad4e229ee36c477d1f2b28_34)] | | | [removed: [7](#i2d9d0ce313d5460fa39f48d3a6d3b53f_37)] [added: [8](#id759e101edad4e229ee36c477d1f2b28_34)] | | |

| | | | [Exelon's Strategy and [removed: Outlook](#i2d9d0ce313d5460fa39f48d3a6d3b53f_40)] [added: Outlook](#id759e101edad4e229ee36c477d1f2b28_37)] | | | [removed: [10](#i2d9d0ce313d5460fa39f48d3a6d3b53f_40)] [added: [11](#id759e101edad4e229ee36c477d1f2b28_37)] | | |

| | | | [Environmental Matters and [removed: Regulation](#i2d9d0ce313d5460fa39f48d3a6d3b53f_46)] [added: Regulation](#id759e101edad4e229ee36c477d1f2b28_43)] | | | [removed: [13](#i2d9d0ce313d5460fa39f48d3a6d3b53f_46)] [added: [14](#id759e101edad4e229ee36c477d1f2b28_43)] | | |

| | | | [Executive Officers of the [removed: Registrants](#i2d9d0ce313d5460fa39f48d3a6d3b53f_49)] [added: Registrants](#id759e101edad4e229ee36c477d1f2b28_46)] | | | [removed: [18](#i2d9d0ce313d5460fa39f48d3a6d3b53f_49)] [added: [18](#id759e101edad4e229ee36c477d1f2b28_46)] | | |

| [ITEM [removed: 1A.](#i2d9d0ce313d5460fa39f48d3a6d3b53f_52)] [added: 1A.](#id759e101edad4e229ee36c477d1f2b28_49)] | | | [RISK [removed: FACTORS](#i2d9d0ce313d5460fa39f48d3a6d3b53f_52)] [added: FACTORS](#id759e101edad4e229ee36c477d1f2b28_49)] | | | [removed: [20](#i2d9d0ce313d5460fa39f48d3a6d3b53f_52)] [added: [22](#id759e101edad4e229ee36c477d1f2b28_49)] | | |

| [ITEM [removed: 1B.](#i2d9d0ce313d5460fa39f48d3a6d3b53f_55)] [added: 1B.](#id759e101edad4e229ee36c477d1f2b28_52)] | | | [UNRESOLVED STAFF [removed: COMMENTS](#i2d9d0ce313d5460fa39f48d3a6d3b53f_55)] [added: COMMENTS](#id759e101edad4e229ee36c477d1f2b28_52)] | | | [removed: [31](#i2d9d0ce313d5460fa39f48d3a6d3b53f_55)] [added: [31](#id759e101edad4e229ee36c477d1f2b28_52)] | | |

| [ITEM [removed: 1C.](#i2d9d0ce313d5460fa39f48d3a6d3b53f_6573)] [added: 1C.](#id759e101edad4e229ee36c477d1f2b28_55)] | | | [removed: [CYBERSECURITY](#i2d9d0ce313d5460fa39f48d3a6d3b53f_6573)] [added: [CYBERSECURITY](#id759e101edad4e229ee36c477d1f2b28_55)] | | | [removed: [31](#i2d9d0ce313d5460fa39f48d3a6d3b53f_6573)] [added: [31](#id759e101edad4e229ee36c477d1f2b28_55)] | | |

| [ITEM [removed: 2.](#i2d9d0ce313d5460fa39f48d3a6d3b53f_58)] [added: 2.](#id759e101edad4e229ee36c477d1f2b28_58)] | | | [removed: [PROPERTIES](#i2d9d0ce313d5460fa39f48d3a6d3b53f_58)] [added: [PROPERTIES](#id759e101edad4e229ee36c477d1f2b28_58)] | | | [removed: [33](#i2d9d0ce313d5460fa39f48d3a6d3b53f_58)] [added: [34](#id759e101edad4e229ee36c477d1f2b28_58)] | | |

| [ITEM [removed: 3.](#i2d9d0ce313d5460fa39f48d3a6d3b53f_67)] [added: 3.](#id759e101edad4e229ee36c477d1f2b28_64)] | | | [LEGAL [removed: PROCEEDINGS](#i2d9d0ce313d5460fa39f48d3a6d3b53f_67)] [added: PROCEEDINGS](#id759e101edad4e229ee36c477d1f2b28_64)] | | | [removed: [34](#i2d9d0ce313d5460fa39f48d3a6d3b53f_67)] [added: [35](#id759e101edad4e229ee36c477d1f2b28_64)] | | |

| [ITEM [removed: 4.](#i2d9d0ce313d5460fa39f48d3a6d3b53f_73)] [added: 4.](#id759e101edad4e229ee36c477d1f2b28_70)] | | | [MINE SAFETY [removed: DISCLOSURES](#i2d9d0ce313d5460fa39f48d3a6d3b53f_73)] [added: DISCLOSURES](#id759e101edad4e229ee36c477d1f2b28_70)] | | | [removed: [34](#i2d9d0ce313d5460fa39f48d3a6d3b53f_73)] [added: [35](#id759e101edad4e229ee36c477d1f2b28_70)] | | |

| [ITEM [removed: 5.](#i2d9d0ce313d5460fa39f48d3a6d3b53f_79)] [added: 5.](#id759e101edad4e229ee36c477d1f2b28_76)] | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i2d9d0ce313d5460fa39f48d3a6d3b53f_79)] [added: SECURITIES](#id759e101edad4e229ee36c477d1f2b28_76)] | | | [removed: [35](#i2d9d0ce313d5460fa39f48d3a6d3b53f_79)] [added: [36](#id759e101edad4e229ee36c477d1f2b28_76)] | | |

| [ITEM [removed: 6.](#i2d9d0ce313d5460fa39f48d3a6d3b53f_82)] [added: 6.](#id759e101edad4e229ee36c477d1f2b28_79)] | | | [removed: [\[RESERVED\]](#i2d9d0ce313d5460fa39f48d3a6d3b53f_82)] [added: [\[RESERVED\]](#id759e101edad4e229ee36c477d1f2b28_79)] | | | [removed: [39](#i2d9d0ce313d5460fa39f48d3a6d3b53f_82)] [added: [40](#id759e101edad4e229ee36c477d1f2b28_79)] | | |

[removed: | [ITEM 7.](#i2d9d0ce313d5460fa39f48d3a6d3b53f_112) | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](#i2d9d0ce313d5460fa39f48d3a6d3b53f_112) | | | [40](#i2d9d0ce313d5460fa39f48d3a6d3b53f_112) | | |][added: Management’s Discussion and Analysis of Financial Condition and Results of Operations and (b) Part II, ITEM 8.]

| | | | [Financial Results of [removed: Operations](#i2d9d0ce313d5460fa39f48d3a6d3b53f_121)] [added: Operations](#id759e101edad4e229ee36c477d1f2b28_115)] | | | [removed: [40](#i2d9d0ce313d5460fa39f48d3a6d3b53f_121)] [added: [41](#id759e101edad4e229ee36c477d1f2b28_115)] | | |

| | | | [Other Key Business Drivers and Management [removed: Strategies](#i2d9d0ce313d5460fa39f48d3a6d3b53f_133)] [added: Strategies](#id759e101edad4e229ee36c477d1f2b28_127)] | | | [removed: [45](#i2d9d0ce313d5460fa39f48d3a6d3b53f_133)] [added: [45](#id759e101edad4e229ee36c477d1f2b28_127)] | | |

| | | | [Critical Accounting Policies and [removed: Estimates](#i2d9d0ce313d5460fa39f48d3a6d3b53f_136)] [added: Estimates](#id759e101edad4e229ee36c477d1f2b28_130)] | | | [removed: [47](#i2d9d0ce313d5460fa39f48d3a6d3b53f_136)] [added: [47](#id759e101edad4e229ee36c477d1f2b28_130)] | | |

| | | | [Commonwealth Edison [removed: Company](#i2d9d0ce313d5460fa39f48d3a6d3b53f_142)] [added: Company](#id759e101edad4e229ee36c477d1f2b28_136)] | | | [removed: [55](#i2d9d0ce313d5460fa39f48d3a6d3b53f_142)] [added: [55](#id759e101edad4e229ee36c477d1f2b28_136)] | | |

| | | | [removed: [PECO] [added: [PECO] Energy [removed: Company](#i2d9d0ce313d5460fa39f48d3a6d3b53f_145)] [added: Company](#id759e101edad4e229ee36c477d1f2b28_283)] | | | [removed: [58](#i2d9d0ce313d5460fa39f48d3a6d3b53f_145)] | | |

| | | | [Baltimore Gas and Electric [removed: Company](#i2d9d0ce313d5460fa39f48d3a6d3b53f_148)] [added: Company](#id759e101edad4e229ee36c477d1f2b28_142)] | | | [removed: [62](#i2d9d0ce313d5460fa39f48d3a6d3b53f_148)] [added: [62](#id759e101edad4e229ee36c477d1f2b28_142)] | | |

| | | | [Pepco Holdings [removed: LLC](#i2d9d0ce313d5460fa39f48d3a6d3b53f_151)] [added: LLC](#id759e101edad4e229ee36c477d1f2b28_145)] | | | [removed: [65](#i2d9d0ce313d5460fa39f48d3a6d3b53f_151)] [added: [65](#id759e101edad4e229ee36c477d1f2b28_145)] | | |

| | | | [Potomac Electric Power [removed: Company](#i2d9d0ce313d5460fa39f48d3a6d3b53f_154)] [added: Company](#id759e101edad4e229ee36c477d1f2b28_148)] | | | [removed: [66](#i2d9d0ce313d5460fa39f48d3a6d3b53f_154)] [added: [66](#id759e101edad4e229ee36c477d1f2b28_148)] | | |

| | | | [Delmarva Power & Light [removed: Company](#i2d9d0ce313d5460fa39f48d3a6d3b53f_157)] [added: Company](#id759e101edad4e229ee36c477d1f2b28_151)] | | | [removed: [69](#i2d9d0ce313d5460fa39f48d3a6d3b53f_157)] [added: [69](#id759e101edad4e229ee36c477d1f2b28_151)] | | |

| | | | [Atlantic City Electric [removed: Company](#i2d9d0ce313d5460fa39f48d3a6d3b53f_160)] [added: Company](#id759e101edad4e229ee36c477d1f2b28_154)] | | | [removed: [73](#i2d9d0ce313d5460fa39f48d3a6d3b53f_160)] [added: [73](#id759e101edad4e229ee36c477d1f2b28_154)] | | |

| | | | [Liquidity and Capital [removed: Resources](#i2d9d0ce313d5460fa39f48d3a6d3b53f_163)] [added: Resources](#id759e101edad4e229ee36c477d1f2b28_157)] | | | [removed: [75](#i2d9d0ce313d5460fa39f48d3a6d3b53f_163)] [added: [75](#id759e101edad4e229ee36c477d1f2b28_157)] | | |

| [ITEM [removed: 7A.](#i2d9d0ce313d5460fa39f48d3a6d3b53f_169)] [added: 7A.](#id759e101edad4e229ee36c477d1f2b28_163)] | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i2d9d0ce313d5460fa39f48d3a6d3b53f_169)] [added: RISK](#id759e101edad4e229ee36c477d1f2b28_163)] | | | [removed: [91](#i2d9d0ce313d5460fa39f48d3a6d3b53f_169)] [added: [91](#id759e101edad4e229ee36c477d1f2b28_163)] | | |

| [ITEM [removed: 8.](#i2d9d0ce313d5460fa39f48d3a6d3b53f_199)] [added: 8.](#id759e101edad4e229ee36c477d1f2b28_190)] | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i2d9d0ce313d5460fa39f48d3a6d3b53f_199)] [added: DATA](#id759e101edad4e229ee36c477d1f2b28_190)] | | | [removed: [93](#i2d9d0ce313d5460fa39f48d3a6d3b53f_199)] [added: [93](#id759e101edad4e229ee36c477d1f2b28_190)] | | |

| [PART I](#id759e101edad4e229ee36c477d1f2b28_25) | | | | | | | | |

| | | | [General](#id759e101edad4e229ee36c477d1f2b28_31) | | | [7](#id759e101edad4e229ee36c477d1f2b28_31) | | |

| | | | [Employees](#id759e101edad4e229ee36c477d1f2b28_40) | | | [12](#id759e101edad4e229ee36c477d1f2b28_40) | | |

| [PART II](#id759e101edad4e229ee36c477d1f2b28_73) | | | | | | | | |

| | | | [Exelon Corporation](#id759e101edad4e229ee36c477d1f2b28_109) | | | [41](#id759e101edad4e229ee36c477d1f2b28_109) | | |

| | | | [Executive Overview](#id759e101edad4e229ee36c477d1f2b28_112) | | | [41](#id759e101edad4e229ee36c477d1f2b28_112) | | |

| | | | [Significant 2024 Transactions and Developments](#id759e101edad4e229ee36c477d1f2b28_118) | | | [43](#id759e101edad4e229ee36c477d1f2b28_118) | | |

| | | | [Results of Operations](#id759e101edad4e229ee36c477d1f2b28_133) | | | [55](#id759e101edad4e229ee36c477d1f2b28_136) | | |

| | | | [Exelon Corporation](#id759e101edad4e229ee36c477d1f2b28_253) | | | | | |

| | | | [3. Regulatory Matters](#id759e101edad4e229ee36c477d1f2b28_397) | | | [168](#id759e101edad4e229ee36c477d1f2b28_397) | | |

| | | | [6. Accounts Receivable](#id759e101edad4e229ee36c477d1f2b28_421) | | | [199](#id759e101edad4e229ee36c477d1f2b28_421) | | |

| | | | [9. Asset Retirement Obligations](#id759e101edad4e229ee36c477d1f2b28_451) | | | [204](#id759e101edad4e229ee36c477d1f2b28_451) | | |

| | | | [10. Leases](#id759e101edad4e229ee36c477d1f2b28_457) | | | [204](#id759e101edad4e229ee36c477d1f2b28_457) | | |

| | | | [11. Asset Impairments](#id759e101edad4e229ee36c477d1f2b28_466) | | | [210](#id759e101edad4e229ee36c477d1f2b28_472) | | |

| | | | [12. Intangible Assets](#id759e101edad4e229ee36c477d1f2b28_472) | | | [210](#id759e101edad4e229ee36c477d1f2b28_472) | | |

| | | | [13. Income Taxes](#id759e101edad4e229ee36c477d1f2b28_478) | | | [212](#id759e101edad4e229ee36c477d1f2b28_478) | | |

| | | | [14. Retirement Benefits](#id759e101edad4e229ee36c477d1f2b28_487) | | | [219](#id759e101edad4e229ee36c477d1f2b28_487) | | |

| | | | [19. Shareholders' Equity](#id759e101edad4e229ee36c477d1f2b28_532) | | | [259](#id759e101edad4e229ee36c477d1f2b28_532) | | |

| [PART III](#id759e101edad4e229ee36c477d1f2b28_637) | | | | | | | | |

| [PART IV](#id759e101edad4e229ee36c477d1f2b28_655) | | | | | | | | |

| [SIGNATURES](#id759e101edad4e229ee36c477d1f2b28_736) | | | | | | [325](#id759e101edad4e229ee36c477d1f2b28_736) | | |

| | | | [Exelon Corporation](#id759e101edad4e229ee36c477d1f2b28_739) | | | [325](#id759e101edad4e229ee36c477d1f2b28_739) | | |

| | | | [Commonwealth Edison Company](#id759e101edad4e229ee36c477d1f2b28_742) | | | [326](#id759e101edad4e229ee36c477d1f2b28_742) | | |

| | | | [PECO Energy Company](#id759e101edad4e229ee36c477d1f2b28_745) | | | [327](#id759e101edad4e229ee36c477d1f2b28_745) | | |

| | | | [Pepco Holdings LLC](#id759e101edad4e229ee36c477d1f2b28_751) | | | [329](#id759e101edad4e229ee36c477d1f2b28_751) | | |

| *DERs* | | | | | | Distributed Energy Resources | | |

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

| *EDIT* | | | | | | Excess Deferred Income Taxes | | |

| *NOLC* | | | | | | Tax Net Operating Loss Carryforward | | |

| *PLR* | | | | | | Private Letter Ruling | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors that may cause our actual results or outcomes to differ materially from those contained in our forward-looking statements, including, but not limited to:

- unfavorable legislative and/or regulatory actions;

- uncertainty as to outcomes and timing of regulatory approval proceedings and/or negotiated settlements thereof;

- environmental liabilities and remediation costs;

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

| Trust Receipts of PECO Energy Capital Trust III, each representing a 7.38% Cumulative Preferred Security, Series D, $25 stated value, issued by PECO Energy Capital, L.P. and unconditionally guaranteed by PECO Energy Company | | | | | | EXC/28 | | | | | | New York Stock Exchange | | |

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

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

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

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

| | | | [Exelon Corporation](#i2d9d0ce313d5460fa39f48d3a6d3b53f_115) | | | [40](#i2d9d0ce313d5460fa39f48d3a6d3b53f_115) | | |

| | | | [Executive Overview](#i2d9d0ce313d5460fa39f48d3a6d3b53f_118) | | | [40](#i2d9d0ce313d5460fa39f48d3a6d3b53f_118) | | |

| | | | [Significant 202](#i2d9d0ce313d5460fa39f48d3a6d3b53f_124)[3](#i2d9d0ce313d5460fa39f48d3a6d3b53f_124) [Transactions and Recent Developments](#i2d9d0ce313d5460fa39f48d3a6d3b53f_124) | | | [42](#i2d9d0ce313d5460fa39f48d3a6d3b53f_124) | | |

| | | | [Results of Operations](#i2d9d0ce313d5460fa39f48d3a6d3b53f_139) | | | [55](#i2d9d0ce313d5460fa39f48d3a6d3b53f_142) | | |

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

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

| | | | [3. Regulatory Matters](#i2d9d0ce313d5460fa39f48d3a6d3b53f_421) | | | [167](#i2d9d0ce313d5460fa39f48d3a6d3b53f_421) | | |

| | | | [6. Accounts Receivable](#i2d9d0ce313d5460fa39f48d3a6d3b53f_445) | | | [198](#i2d9d0ce313d5460fa39f48d3a6d3b53f_445) | | |

| | | | [9. Asset Retirement Obligations](#i2d9d0ce313d5460fa39f48d3a6d3b53f_475) | | | [203](#i2d9d0ce313d5460fa39f48d3a6d3b53f_475) | | |

| | | | [10. Leases](#i2d9d0ce313d5460fa39f48d3a6d3b53f_481) | | | [203](#i2d9d0ce313d5460fa39f48d3a6d3b53f_481) | | |

| | | | [11. Asset Impairments](#i2d9d0ce313d5460fa39f48d3a6d3b53f_490) | | | [209](#i2d9d0ce313d5460fa39f48d3a6d3b53f_496) | | |

| | | | [12. Intangible Assets](#i2d9d0ce313d5460fa39f48d3a6d3b53f_496) | | | [209](#i2d9d0ce313d5460fa39f48d3a6d3b53f_496) | | |

| | | | [13. Income Taxes](#i2d9d0ce313d5460fa39f48d3a6d3b53f_502) | | | [211](#i2d9d0ce313d5460fa39f48d3a6d3b53f_502) | | |

| | | | [14. Retirement Benefits](#i2d9d0ce313d5460fa39f48d3a6d3b53f_511) | | | [218](#i2d9d0ce313d5460fa39f48d3a6d3b53f_511) | | |

| | | | [19. Shareholders' Equity](#i2d9d0ce313d5460fa39f48d3a6d3b53f_556) | | | [258](#i2d9d0ce313d5460fa39f48d3a6d3b53f_556) | | |

| [PART III](#i2d9d0ce313d5460fa39f48d3a6d3b53f_661) | | | | | | | | |

| [PART IV](#i2d9d0ce313d5460fa39f48d3a6d3b53f_679) | | | | | | | | |

| [SIGNATURES](#i2d9d0ce313d5460fa39f48d3a6d3b53f_760) | | | | | | [323](#i2d9d0ce313d5460fa39f48d3a6d3b53f_760) | | |

| | | | [Exelon Corporation](#i2d9d0ce313d5460fa39f48d3a6d3b53f_763) | | | [323](#i2d9d0ce313d5460fa39f48d3a6d3b53f_763) | | |

| | | | [Commonwealth Edison Company](#i2d9d0ce313d5460fa39f48d3a6d3b53f_769) | | | [324](#i2d9d0ce313d5460fa39f48d3a6d3b53f_769) | | |

| | | | [PECO Energy Company](#i2d9d0ce313d5460fa39f48d3a6d3b53f_772) | | | [325](#i2d9d0ce313d5460fa39f48d3a6d3b53f_772) | | |

| | | | [Pepco Holdings LLC](#i2d9d0ce313d5460fa39f48d3a6d3b53f_778) | | | [327](#i2d9d0ce313d5460fa39f48d3a6d3b53f_778) | | |

| *CENG* | | | | | | Constellation Energy Nuclear Group, LLC | | |

| *2022 Form 10-K* | | | | | | The Registrants' Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 14, 2023 | | |

| *ERP* | | | | | | Enterprise Resource Program | | |

| *MMG* | | | | | | Middle Mile Grant | | |

| *RTEP* | | | | | | Regional Transmission Expansion Plan | | |

| *STRIDE* | | | | | | Maryland Strategic Infrastructure Development and Enhancement Program | | |

The factors that could cause actual results to differ materially from the forward-looking statements made by the Registrants include those factors discussed herein, including those factors discussed with respect to the Registrants discussed in (a) Part I, ITEM 1A.

Risk Factors, (b) Part II, ITEM 7.

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

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, [removed: 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.

As part of its responsibility and as documented in the [removed: 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.

[added: The CISO and professionals from] the [added: 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.

The CISO has [removed: 25] [added: 26] years of information technology and cybersecurity experience in the critical infrastructure sector, of which [removed: 23] [added: 24] years have been in the utility industry.

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

an enterprise risk.

risk assessment; risk management; and risk monitoring.

The CISO and professionals from the legal and compliance departments brief

The Utility Registrants’ high voltage electric transmission lines owned and in service at December 31, [removed: 2023] [added: 2024] were as follows:

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

| 230,000 | | | — | | | | | | 550 | | | | | | 352 | | | | | | [removed: 782] [added: 792] | | | | | | 472 | | | | | | [removed: 258] [added: 259] | | |

| 138,000 | | | 2,268 | | | | | | 135 | | | | | | 55 | | | | | | 61 | | | | | | 587 | | | | | | [removed: 214] [added: 215] | | |

| 115,000 | | | — | | | | | | — | | | | | | 700 | | | | | | [removed: 25] [added: 26] | | | | | | — | | | | | | — | | |

| 69,000 | | | — | | | | | | 177 | | | | | | — | | | | | | — | | | | | | 568 | | | | | | [removed: 664] [added: 675] | | |

[removed: (a) In] [added: (a)In] addition, PECO, DPL, and ACE have an ownership interest located in Delaware and New Jersey.

The following table presents PECO’s, BGE’s, and DPL’s natural gas pipeline miles at December 31, [removed: 2023:][added: 2024:]

| Service piping | | | [removed: 6,494] [added: 6,533] | | | | | | [removed: 6,497] [added: 6,518] | | | | | | [removed: 1,492] [added: 1,497] | | |

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

| DPL | | | LNG Facility | | | | | | Wilmington, DE | | | | | | 250 | | | | | | [removed: 25] [added: 60] | | |

| Overhead | | | 35,340 | | | | | | 12,982 | | | | | | 9,128 | | | | | | 4,170 | | | | | | 6,022 | | | | | | 7,339 | | |

| Underground | | | 32,993 | | | | | | 9,814 | | | | | | 18,197 | | | | | | 7,385 | | | | | | 6,669 | | | | | | 3,055 | | |

| Transmission(a) | | | 6 | | | | | | 146 | | | | | | 8 | | |

| Distribution | | | 7,305 | | | | | | 7,644 | | | | | | 2,225 | | |

| Total | | | 13,844 | | | | | | 14,308 | | | | | | 3,730 | | |

| 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 | | |

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

As of January 31, [removed: 2024,] [added: 2025,] there were [removed: 999,538,542] [added: 1,005,217,157] shares of Common stock outstanding and approximately [removed: 76,661] [added: 73,288] record holders of Common stock.

The performance graph below illustrates a five-year comparison of cumulative total returns based on an initial investment of $100 in Exelon Common stock, compared with the S&P 500 Stock Index and the S&P Utility Index, for the period [removed: 2019] [added: 2020] through [removed: 2023.][added: 2024.]

- $100 invested on December 31, [removed: 2018] [added: 2019] in Exelon Common stock, the S&P 500 Stock Index, and the S&P Utility Index; and

[removed: ][added: ]

| | | | [removed: 2018 | | |] 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | | [added: 2024 | | |]

| Exelon Corporation | | | $100.00 | | | [removed: $104.28 | | |] $100.22 | | | $141.73 | | | $153.53 | | | $132.08 | | | [added: $144.25 | | |]

| S&P 500 | | | $100.00 | | | [removed: $131.49 | | |] $155.68 | | | $200.37 | | | $164.08 | | | $207.21 | | | [added: $259.05 | | |]

| S&P Utilities | | | $100.00 | | | [removed: $126.35 | | |] $126.96 | | | $149.39 | | | $151.73 | | | $140.99 | | | [added: $174.02 | | |]

As of January 31, [removed: 2024,] [added: 2025,] there were [removed: 127,021,399] [added: 127,021,417] outstanding shares of Common stock, $12.50 par value, of ComEd, of which 127,002,904 shares were indirectly held by Exelon.

As of January 31, [removed: 2024,] [added: 2025,] in addition to Exelon, there were [removed: 281] [added: 280] record holders of ComEd Common stock.

As of January 31, [removed: 2024,] [added: 2025,] there were 170,478,507 outstanding shares of Common stock, without par value, of PECO, all of which were indirectly held by Exelon.

As of January 31, [removed: 2024,] [added: 2025,] there were 1,000 outstanding shares of Common stock, without par value, of BGE, all of which were indirectly held by Exelon.

As of January 31, [removed: 2024,] [added: 2025,] Exelon indirectly held the entire membership interest in PHI.

As of January 31, [removed: 2024,] [added: 2025,] there were 100 outstanding shares of Common stock, $0.01 par value, of Pepco, all of which were indirectly held by Exelon.

As of January 31, [removed: 2024,] [added: 2025,] there were 1,000 outstanding shares of Common stock, $2.25 par value, of DPL, all of which were indirectly held by Exelon.

As of January 31, [removed: 2024,] [added: 2025,] there were 8,546,017 outstanding shares of Common stock, $3.00 par value, of ACE, all of which were indirectly held by Exelon.

Exelon’s Board of Directors approved an updated dividend policy for [removed: 2024.][added: 2025.]

The [removed: 2024] [added: 2025] quarterly dividend will be [removed: $0.38] [added: $0.40] per share.

As of December 31, [removed: 2023,] [added: 2024,] Exelon had Retained earnings of [removed: $5,490] [added: $6,426] million, ComEd had Retained earnings of [removed: $2,374] [added: $2,664] million, PECO had Retained earnings of [removed: $2,019] [added: $2,170] million, BGE had Retained earnings of [removed: $2,244] [added: $2,403] million, and PHI had Undistributed losses of [removed: $275] [added: $240] million.

The following table sets forth Exelon’s quarterly cash dividends per share paid during [removed: 2023] [added: 2024] and [removed: 2022:][added: 2023:]

| Exelon | | | $ | [removed: 0.3600] [added: 0.3800] | | | | | $ | [removed: 0.3600] [added: 0.3800] | | | | | $ | [removed: 0.3600] [added: 0.3800] | | | | | $ | [removed: 0.3600] [added: 0.3800] | | | | | $ | [removed: 0.3375] [added: 0.3600] | | | | | $ | [removed: 0.3375] [added: 0.3600] | | | | | $ | [removed: 0.3375] [added: 0.3600] | | | | | $ | [removed: 0.3375] [added: 0.3600] | |

| ComEd | | | $ | [removed: 187] [added: 194] | | | | | $ | [removed: 185] [added: 194] | | | | | $ | [removed: 187] [added: 194] | | | | | $ | [removed: 187] [added: 194] | | | | | $ | [removed: 144] [added: 187] | | | | | $ | [removed: 145] [added: 185] | | | | | $ | [removed: 145] [added: 187] | | | | | $ | [removed: 144] [added: 187] | |

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

| BGE | | | [removed: 78] [added: 92] | | | | | | [removed: 79] [added: 92] | | | | | | [removed: 79] [added: 92] | | | | | | [removed: 80] [added: 92] | | | | | | [removed: 74] [added: 78] | | | | | | [removed: 75] [added: 79] | | | | | | [removed: 75] [added: 79] | | | | | | [removed: 76] [added: 80] | | |

| DPL | | | [removed: 36] [added: 58] | | | | | | [removed: 37] [added: 78] | | | | | | [removed: 18] [added: 39] | | | | | | [removed: 42] [added: 45] | | | | | | [removed: 48] [added: 36] | | | | | | [removed: 39] [added: 37] | | | | | | [removed: 15] [added: 18] | | | | | | [removed: 41] [added: 42] | | |

| ACE | | | [removed: 15] [added: 27] | | | | | | [removed: 75] [added: 56] | | | | | | [removed: 15] [added: 22] | | | | | | [removed: 21] [added: 22] | | | | | | [removed: 17] [added: 15] | | | | | | [removed: 90] [added: 75] | | | | | | [removed: 19] [added: 15] | | | | | | [removed: 19] [added: 21] | | |

First Quarter [removed: 2024] [added: 2025] Dividend

On February [removed: 21, 2024,] [added: 12, 2025,] Exelon's Board of Directors declared a regular quarterly dividend of [removed: $0.38] [added: $0.40] per share on Exelon’s Common stock for the first quarter of [removed: 2024.][added: 2025.]

The dividend is payable on Friday, March [removed: 15, 2024,] [added: 14, 2025,] to shareholders of record of Exelon as of 5 p.m.

Eastern time on Monday, [removed: March 4, 2024.][added: February 24, 2025.]

| | | | 2024 | | | | | | | | | | | | | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | |

| | | | 2024 | | | | | | | | | | | | | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | |

| PHI | | | 157 | | | | | | 267 | | | | | | 164 | | | | | | 118 | | | | | | 103 | | | | | | 198 | | | | | | 100 | | | | | | 112 | | |

| Pepco | | | 73 | | | | | | 133 | | | | | | 102 | | | | | | 51 | | | | | | 52 | | | | | | 85 | | | | | | 67 | | | | | | 48 | | |

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

| PHI | | | 103 | | | | | | 198 | | | | | | 100 | | | | | | 112 | | | | | | 125 | | | | | | 230 | | | | | | 293 | | | | | | 102 | | |

| Pepco | | | 52 | | | | | | 85 | | | | | | 67 | | | | | | 48 | | | | | | 63 | | | | | | 100 | | | | | | 258 | | | | | | 42 | | |

Exelon’s management conducted an assessment of the effectiveness of Exelon’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on this assessment, Exelon’s management concluded that, as of December 31, [removed: 2023,] [added: 2024,] Exelon’s internal control over financial reporting was effective.

The effectiveness of Exelon’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

Based on this assessment, ComEd’s management concluded that, as of December 31, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

Based on this assessment, PECO’s management concluded that, as of December 31, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

Based on this assessment, BGE’s management concluded that, as of December 31, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

Based on this assessment, PHI’s management concluded that, as of December 31, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

Based on this assessment, Pepco’s management concluded that, as of December 31, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

Based on this assessment, DPL’s management concluded that, as of December 31, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

Based on this assessment, ACE’s management concluded that, as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

As of December 31, [removed: 2023,] [added: 2024,] there were [removed: $10.9] [added: $10.65] billion of regulatory assets and [removed: $10.0] [added: $10.61] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.

As of December 31, [removed: 2023,] [added: 2024,] there were [removed: $4.1] [added: $3.72] billion of regulatory assets and [removed: $7.7] [added: $8.62] billion of regulatory liabilities.

As of December 31, [removed: 2023,] [added: 2024,] there were [removed: $920] [added: $995] million of regulatory assets and [removed: $406] [added: $648] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.

As of December 31, [removed: 2023,] [added: 2024,] there were [removed: $956] [added: $603] million of regulatory assets and [removed: $800] [added: $327] million of regulatory liabilities.

As of December 31, [removed: 2023,] [added: 2024,] there were [removed: $1.9] [added: $1.07] billion of regulatory assets and [removed: $1.0 billion] [added: $375 million] of regulatory liabilities.

As of December 31, [removed: 2023,] [added: 2024,] there were [removed: $600] [added: $275] million of regulatory assets and [removed: $397] [added: $367] million of regulatory liabilities.

As of December 31, [removed: 2023,] [added: 2024,] there were [removed: $272] [added: $603] million of regulatory assets and [removed: $415] [added: $156] million of regulatory liabilities.

As of December 31, [removed: 2023,] [added: 2024,] there were [removed: $608 million] [added: $1.89 billion] of regulatory assets and [removed: $146] [added: $863] million of regulatory liabilities.

| (In millions, except per share data) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Electric operating revenues | | | $ | [removed: 19,267] [added: 21,338] | | | | | $ | [removed: 16,899] [added: 19,267] | | | | | $ | [removed: 16,245] [added: 16,899] | |

| Natural gas operating revenues | | | [removed: 1,764] [added: 1,782] | | | | | | [removed: 2,018] [added: 1,764] | | | | | | [removed: 1,522] [added: 2,018] | | |

| Revenues from alternative revenue programs | | | [removed: 696] [added: (92)] | | | | | | [removed: 161] [added: 696] | | | | | | [removed: 171] [added: 161] | | |

| Total operating revenues | | | [removed: 21,727] [added: 23,028] | | | | | | [removed: 19,078] [added: 21,727] | | | | | | [removed: 17,938] [added: 19,078] | | |

| Purchased power | | | [removed: 7,648] [added: 8,214] | | | | | | [removed: 5,380] [added: 7,648] | | | | | | [removed: 4,703] [added: 5,380] | | |

| Purchased fuel | | | [removed: 593] [added: 469] | | | | | | [removed: 834] [added: 593] | | | | | | [removed: 504] [added: 834] | | |

| Purchased power and fuel from affiliates | | | — | | | | | | [removed: 159] [added: —] | | | | | | [removed: 1,178] [added: 159] | | |

| Operating and maintenance | | | [removed: 4,559] [added: 4,940] | | | | | | [removed: 4,673] [added: 4,559] | | | | | | [removed: 4,547] [added: 4,673] | | |

| Depreciation and amortization | | | [removed: 3,506] [added: 3,594] | | | | | | [removed: 3,325] [added: 3,506] | | | | | | [removed: 3,033] [added: 3,325] | | |

February 12, 2025

February 12, 2025

February 12, 2025

February 12, 2025

February 12, 2025

February 12, 2025

February 12, 2025

February 12, 2025

February 12, 2025

February 12, 2025

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

February 12, 2025

February 12, 2025

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

February 12, 2025

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

February 12, 2025

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

February 12, 2025

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

February 12, 2025

| Net income attributable to common shareholders | | | $ | 2,460 | | | | | $ | 2,328 | | | | | $ | 2,170 | |

| Net income | | | $ | 2,460 | | | | | $ | 2,328 | | | | | $ | 2,171 | |

| (In millions) | | | 2024 | | | | | | 2023 | | |

| Prepaid renewable energy credits | | | 494 | | | | | | 413 | | |

| Other | | | 445 | | | | | | 370 | | |

| Total assets | | | $ | 107,784 | | | | | $ | 101,856 | |

| (In millions) | | | 2024 | | | | | | 2023 | | |

| Customer deposits | | | 446 | | | | | | 411 | | |

| Renewable energy credit obligations | | | 429 | | | | | | 348 | | |

| Other | | | 512 | | | | | | 519 | | |

| Issuance of common stock | | | 3,989 | | | | | | 148 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 148 | | |

| Balance at December 31, 2024 | | | 1,007,046 | | | | | | $ | 21,338 | | | | | $ | (123) | | | | | $ | 6,426 | | | | | $ | (720) | | | | | — | | | | | | $ | 26,921 | |

| Depreciation and amortization | | | 1,514 | | | | | | 1,403 | | | | | | 1,323 | | |

| (In millions) | | | 2024 | | | | | | 2023 | | |

| (In millions) | | | 2024 | | | | | | 2023 | | |

| Balance at December 31, 2024 | | | $ | 1,588 | | | | | $ | 10,628 | | | | | $ | 2,664 | | | | | $ | 14,880 | |

| Gain on sale of assets | | | 4 | | | | | | — | | | | | | — | | |

| Depreciation and amortization | | | 428 | | | | | | 397 | | | | | | 373 | | |

| Gain on sale of assets | | | (4) | | | | | | — | | | | | | — | | |

February 21, 2024

| Acquisition of CENG noncontrolling interest | | | — | | | | | | — | | | | | | (885) | | |

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

| Other | | | 968 | | | | | | 1,155 | | |

| Total liabilities | | | 75,791 | | | | | | 70,605 | | |

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

| Balance at December 31, 2020 | | | 977,466 | | | | | | $ | 19,373 | | | | | $ | (123) | | | | | $ | 16,735 | | | | | $ | (3,400) | | | | | $ | 2,283 | | | | | $ | 34,868 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 1,706 | | | | | | — | | | | | | 123 | | | | | | 1,829 | | |

| Changes in equity of noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (37) | | | | | | (37) | | |

| Acquisition of CENG noncontrolling interest | | | — | | | | | | 1,080 | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,965) | | | | | | (885) | | |

| Deferred tax adjustment related to acquisition of CENG noncontrolling interest | | | — | | | | | | (290) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (290) | | |

| Acquisition of other noncontrolling interest | | | — | | | | | | 2 | | | | | | — | | | | | | — | | | | | | — | | | | | | (2) | | | | | | — | | |

| Balance at December 31, 2020 | | | $ | 1,588 | | | | | $ | 8,285 | | | | | $ | 1,456 | | | | | $ | 11,329 | |

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

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

| Balance at December 31, 2020 | | | $ | 3,014 | | | | | $ | 1,519 | | | | | | | | | | | $ | 4,533 | |

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

| Other | | | 25 | | | | | | 13 | | |

| Other | | | 51 | | | | | | 37 | | |

| Total assets | | | $ | 14,184 | | | | | $ | 13,350 | |

| Other | | | 34 | | | | | | 55 | | |

| Other | | | 91 | | | | | | 88 | | |

| Total liabilities | | | 8,694 | | | | | | 8,414 | | |

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

| Balance at December 31, 2020 | | | $ | 2,318 | | | | | $ | 1,879 | | | | | | | | | | | $ | 4,197 | | | | | | | | | | | | | |

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

| Total assets | | | $ | 26,903 | | | | | $ | 26,082 | |

| Borrowings from Exelon intercompany money pool | | | 65 | | | | | | 44 | | |

| Other | | | 511 | | | | | | 536 | | |

| Total liabilities | | | 15,121 | | | | | | 14,852 | | |

| Balance at December 31, 2020 | | | $ | 10,112 | | | | | $ | (68) | | | | | | | | | | | $ | 10,044 | |

| Net income | | | — | | | | | | 561 | | | | | | | | | | | | 561 | | |

| Other, net | | | 66 | | | | | | 55 | | | | | | 48 | | |

| Other | | | 51 | | | | | | 53 | | |

| Other | | | 55 | | | | | | 53 | | |

| Other | | | 61 | | | | | | 93 | | |

| Total liabilities | | | 7,050 | | | | | | 6,875 | | |

| Balance at December 31, 2020 | | | $ | 2,058 | | | | | $ | 1,145 | | | | | $ | 3,203 | |

| Net income | | | — | | | | | | 296 | | | | | | 296 | | |

| Other, net | | | 18 | | | | | | 13 | | | | | | 12 | | |

During the fourth quarter of [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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.

[removed: However, there have been] [added: There were] no [added: other] changes in internal control over financial reporting that occurred during the [removed: fourth quarter of 2023] [added: year ended December 31, 2024] 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: 2023.][added: 2024.]

As a result of that assessment, management determined that there were no material weaknesses as of December 31, [removed: 2023] [added: 2024] and, therefore, concluded that each Registrant’s internal control over financial reporting was effective.

In the first quarter of 2024, ComEd and PECO implemented a new customer care and billing information system replacing the existing system.

ComEd and PECO expect the new system to further automate, enhance and standardize the processes by which they engage with their customers.

As part of this system implementation, ComEd and PECO appropriately considered the impacts to internal controls over financial reporting.

None of our officers or directors, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the three months ended December 31, 2024.

None.

BUSINESS—Executive [removed: officers] [added: Officers] of the Registrants [removed: at] [added: as of] February [removed: 21, 2024.][added: 12, 2025.]

16(a)) is incorporated herein by reference to information to be contained in Exelon’s [removed: definitive 2024 proxy statement (2024] [added: Proxy Statement for the 2025 Annual Meeting of Shareholders (2025] Exelon Proxy Statement) and the ComEd information statement [removed: (2024] [added: (2025] ComEd Information Statement) to be filed with the SEC on or before April [removed: 29, 2024] [added: 30, 2025] pursuant to Regulation 14A or 14C, as applicable, under the Securities Exchange Act of 1934.

Exelon’s Code of Business Conduct is the code of ethics that applies to all directors, officers, and employees of the Registrants and their subsidiaries.

Insider Trading Policy

The information required under ITEM 10 concerning insider trading policies and procedures (Item 408(b) of Regulation S-K) is incorporated herein by reference to information to be contained in the 2025 Exelon Proxy Statement.

Exelon’s Code of Business Conduct is the code of ethics that applies to Exelon’s and ComEd’s Chief Executive Officer, Chief Financial Officer, Corporate Controller, and other finance organization employees.

The [added: additional] information required by this item will be set forth under Executive Compensation Data and Compensation Committee Report in the [added: 2025] Exelon Proxy Statement [removed: for the 2024 Annual Meeting of Shareholders] or the [added: 2025] ComEd [removed: 2024] Information Statement, which are incorporated herein by reference.

As described earlier in PART II, ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA: Note 1 — Significant Accounting Policies, the Consolidated Balance Sheets as of December 31, 2023, for Exelon, BGE, PHI, Pepco, and DPL were revised as of December 31, 2023, to correct the accounting for the RPS obligations and the corresponding Prepaid assets.

The error revision required a recovery analysis of incentive-based compensation under the Exelon Financial Restatement Compensation Recoupment Policy (“Recoupment Policy”).

The Recoupment Policy is included as Exhibit 97-1 to this report.

In connection with the revision of the financial statements for the fiscal year ended December 31, 2023, Exelon, BGE, PHI, Pepco, and DPL conducted a recovery analysis and concluded that the revision did not affect the incentive-based compensation received by Exelon’s former and current executive officers covered under the Recoupment Policy (each, a “Covered Executive”) with respect to the 2023 fiscal year.

As a result, Exelon, BGE, PHI, Pepco, and DPL determined that no Covered Executive received any erroneously awarded incentive-based compensation with respect to the 2023 fiscal year.

The additional information required by this item will be set forth under Ownership of Exelon Stock in the [removed: 2024] [added: 2025] Exelon Proxy Statement or the [added: 2025] ComEd [removed: 2024] Information Statement, which are incorporated herein by reference.

| Equity compensation plans approved by security holders | | | [removed: 3,524,772] [added: 2,931,752] | | | | | | $ | — | | | | | [removed: 41,706,088] [added: 41,908,566] | | |

(1)Balance includes [added: (a)] unvested performance [removed: shares,] [added: shares] and unvested restricted stock units that were granted under the Exelon LTIP or predecessor company plans (including shares awarded under those plans and deferred into the stock deferral plan) and [added: (b)] deferred stock units granted to directors as part of their compensation.

(3)Includes [removed: 11,475,245] [added: 10,131,387] shares remaining available for issuance from the employee stock purchase plan.

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

Unvested performance shares are subject to performance metrics and to a total shareholder return modifier.

Additionally, pursuant to the terms of the Exelon LTIP plan, 50% of final payouts are made in the form of shares of common stock and 50% is made in form of in cash, or if the participant has exceeded 200% of their stock ownership requirement, 100% of the final payout is made in cash.

For performance shares granted in 2021, 2022, 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 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 1,200,926.

The balance also includes 410,234 shares to be issued upon the conversion of deferred stock units awarded to members of the Exelon board of directors.

Conversion of the deferred stock units to shares of common stock occurs after a director terminates service to the Exelon board or the board of any of its subsidiary companies.

The additional information required by this item will be set forth under Related Person Transactions and Director Independence in the [added: 2025] Exelon Proxy Statement [removed: for the 2024 Annual Meeting of Shareholders] or the [added: 2025] ComEd [removed: 2024] Information Statement, which are incorporated herein by reference.

The information required by this item will be set forth under Ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Accountant for [removed: 2024] [added: 2025] in the [added: 2025] Exelon Proxy Statement [removed: for the 2024 Annual Meeting of Shareholders] and the [added: 2025] ComEd [removed: 2024] Information Statement, which are incorporated herein by reference.

| | | | | | | Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | |

| | | | | | | Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | |

| | | | | | | Consolidated Balance Sheets at December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | |

| | | | | | | Consolidated Statements of Changes in Equity for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | |

| | | | | | | Schedule I—Condensed Financial Information of Parent (Exelon Corporate) at December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] and for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | |

| | | | | | | Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | |

| (In millions) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Operating and maintenance | | | $ | [removed: 88] [added: 7] | | | | | $ | [removed: 25] [added: 88] | | | | | $ | [removed: (9)] [added: 25] | |

| Operating and maintenance from affiliates | | | [removed: 7] [added: 8] | | | | | | [removed: 4] [added: 7] | | | | | | [removed: 14] [added: 4] | | |

| Other | | | 1 | | | | | | [removed: 2] [added: 1] | | | | | | 2 | | |

| Total operating expenses | | | [removed: 96] [added: 16] | | | | | | [removed: 31] [added: 96] | | | | | | [removed: 7] [added: 31] | | |

| Operating loss | | | [removed: (96)] [added: (16)] | | | | | | [removed: (31)] [added: (96)] | | | | | | [removed: (7)] [added: (31)] | | |

| Interest expense, net | | | [removed: (544)] [added: (593)] | | | | | | [removed: (413)] [added: (544)] | | | | | | [removed: (333)] [added: (413)] | | |

| Equity in earnings of investments | | | [removed: 2,728] [added: 2,887] | | | | | | [removed: 2,450] [added: 2,728] | | | | | | [removed: 1,908] [added: 2,450] | | |

| Interest income from affiliates, net | | | [removed: 9] [added: 15] | | | | | | [removed: 5] [added: 9] | | | | | | [removed: —] [added: 5] | | |

| Other, net | | | [removed: 19] [added: 22] | | | | | | [removed: 22] [added: 19] | | | | | | [removed: —] [added: 22] | | |

| Total other income and (deductions) | | | [removed: 2,212] [added: 2,331] | | | | | | [removed: 2,064] [added: 2,212] | | | | | | [removed: 1,575] [added: 2,064] | | |

| Income from continuing operations before income taxes | | | [removed: 2,116] [added: 2,315] | | | | | | [removed: 2,033] [added: 2,116] | | | | | | [removed: 1,568] [added: 2,033] | | |

| Income taxes | | | [removed: (212)] [added: (145)] | | | | | | [removed: (21)] [added: (212)] | | | | | | [removed: (48)] [added: (21)] | | |