Item 1. General

General

Corporate Structure and Business and Other Information

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

Name of Registrant						Business						Service Territories
Commonwealth Edison Company						Purchase and regulated retail sale of electricity						Northern Illinois, including the City of Chicago
						Transmission and distribution of electricity to retail customers
PECO Energy Company						Purchase and regulated retail sale of electricity and natural gas						Southeastern Pennsylvania, including the City of Philadelphia (electricity)
						Transmission and distribution of electricity and distribution of natural gas to retail customers						Pennsylvania counties surrounding the City of Philadelphia (natural gas)
Baltimore Gas and Electric Company						Purchase and regulated retail sale of electricity and natural gas						Central Maryland, including the City of Baltimore (electricity and natural gas)
						Transmission and distribution of electricity and distribution of natural gas to retail customers
Pepco Holdings LLC						Utility services holding company engaged, through its reportable segments: Pepco, DPL, and ACE						Service Territories of Pepco, DPL, and ACE
Potomac Electric Power Company						Purchase and regulated retail sale of electricity						District of Columbia and Major portions of Montgomery and Prince George’s Counties, Maryland
						Transmission and distribution of electricity to retail customers
Delmarva Power & Light Company						Purchase and regulated retail sale of electricity and natural gas						Portions of Delaware and Maryland (electricity)
						Transmission and distribution of electricity and distribution of natural gas to retail customers						Portions of New Castle County, Delaware (natural gas)
Atlantic City Electric Company						Purchase and regulated retail sale of electricity						Portions of Southern New Jersey
						Transmission and distribution of electricity to retail customers

On February 21, 2021, Exelon’s Board of Directors approved a plan to separate the Utility Registrants and Generation. The separation was completed on February 1, 2022, creating two publicly traded companies, Exelon and Constellation. See Note 2 – Discontinued Operations of the Combined Notes to Consolidated Financial Statements for additional information.

Business Services

Through its business services subsidiary, BSC, Exelon provides its subsidiaries with a variety of support services at cost, including legal, human resources, finance, information technology, and supply management services. PHI also has a business services subsidiary, PHISCO, which provides a variety of support services at cost, including legal, finance, engineering, customer operations, transmission and distribution planning, asset management, system operations, and power procurement, to PHI operating Registrants. The costs of BSC and PHISCO are directly charged or allocated to the applicable subsidiaries. The results of Exelon’s corporate operations are presented as “Other” within the consolidated financial statements and include intercompany eliminations unless otherwise disclosed.

Utility Registrants

Utility Operations

Service Territories and Franchise Agreements

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, 2024:

						ComEd						PECO						BGE						Pepco						DPL						ACE
Service Territories (in square miles)
Electric						11,450						1,900						2,300						650						5,400						2,700
Natural Gas						N/A						1,900						3,050						N/A						250						N/A
Total(a)						11,450						2,100						3,250						650						5,400						2,700
Service Territory Population (in millions)
Electric						9.1						4.2						3.0						2.4						1.5						1.2
Natural Gas						N/A						2.6						2.9						N/A						0.6						N/A
Total(b)						9.1						4.2						3.2						2.4						1.5						1.2
Main City						Chicago						Philadelphia						Baltimore						District of Columbia						Wilmington						Atlantic City
Main City Population						2.6						1.6						0.6						0.7						0.1						0.1
Number of Customers (in millions)
Electric						4.1						1.7						1.3						1.0						0.6						0.6
Natural Gas						N/A						0.6						0.7						N/A						0.1						N/A
Total(c)						4.1						1.7						1.3						1.0						0.6						0.6

---

(a)The number of total service territory square miles counts once only a square mile that includes both electric and natural gas services, and thus does not represent the combined total square mileage of electric and natural gas service territories.

(b)The total service territory population counts once only an individual who lives in a region that includes both electric and natural gas services, and thus does not represent the combined total population of electric and natural gas service territories.

(c)The number of total customers counts once only a customer who is both an electric and a natural gas customer, and thus does not represent the combined total of electric customers and natural gas customers.

The Utility Registrants have the necessary authorizations to perform their current business of providing regulated electric and natural gas distribution services in the various municipalities and territories in which they now supply such services. These authorizations include charters, franchises, permits, and certificates of public convenience issued by local and state governments and state utility commissions. ComEd's, BGE's (gas), Pepco DC's, and ACE's rights are generally non-exclusive while PECO's, BGE's (electric), Pepco MD's, and DPL's rights are generally exclusive. Certain authorizations are perpetual while others have varying expiration dates. The Utility Registrants anticipate working with the appropriate governmental bodies to extend or replace the authorizations prior to their expirations. The current ComEd Franchise Agreement with the City of Chicago (the City) has been in force since 1992. The Franchise Agreement became terminable on one year notice as of December 31, 2020. It now continues in effect indefinitely unless and until either party issues a notice of termination, effective one year later, or it is replaced by mutual agreement with a new franchise agreement between ComEd and the City. If either party terminates and no new agreement is reached between the parties, the parties could continue with ComEd providing electric services within the City with no franchise agreement in place. The City also has an option to terminate and purchase the ComEd system (“municipalize”), which also requires one year notice. Neither party has issued a notice of termination at this time, the City has not exercised its municipalization option, and no new agreement has become effective. ComEd is in the process of pursuing a new agreement with the City.

While Exelon and ComEd cannot predict the ultimate outcome, fundamental changes in the agreement or other adverse actions affecting ComEd’s business in the City would require changes in their business planning models and operations and could have a material adverse impact on Exelon’s and ComEd’s consolidated financial statements. If the City were to disconnect from the ComEd system, ComEd would seek full compensation for the business and its associated property taken by the City, as well as for all damages resulting to ComEd and its system. ComEd would also seek appropriate compensation for stranded costs with FERC.

Utility Regulations

State utility commissions regulate the Utility Registrants' electric and gas distribution rates and service, issuances of certain securities, and certain other aspects of the business. The following table outlines the state commissions responsible for utility oversight:

Registrant						Commission
ComEd						ICC
PECO						PAPUC
BGE						MDPSC
Pepco						DCPSC/MDPSC
DPL						DEPSC/MDPSC
ACE						NJBPU

The Utility Registrants are public utilities under the Federal Power Act subject to regulation by FERC related to transmission rates and certain other aspects of the utilities' business. The U.S. Department of Transportation also regulates pipeline safety and other areas of gas operations for PECO, BGE, and DPL. The U.S. Department of Homeland Security (Transportation Security Administration) provided new security directives in 2021 that regulate cyber risks for certain gas distribution operators. Additionally, the Utility Registrants are subject to NERC mandatory reliability standards, which protect the nation's bulk power system against potential disruptions from cyber and physical security breaches.

Seasonality Impacts on Delivery Volumes

The Utility Registrants' electric distribution volumes are generally higher during the summer and winter months when temperature extremes create demand for either summer cooling or winter heating. For PECO, BGE, and DPL, natural gas distribution volumes are generally higher during the winter months when cold temperatures create demand for winter heating.

ComEd, BGE, Pepco, DPL Maryland, and ACE have electric distribution decoupling mechanisms and BGE has a natural gas decoupling mechanism that eliminate the favorable and unfavorable impacts of weather and customer usage patterns on electric distribution and natural gas delivery volumes. 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 intended to be impacted by delivery volumes. PECO's and DPL Delaware's electric distribution revenues and natural gas distribution revenues are impacted by delivery volumes.

Electric and Natural Gas Distribution Services

The Utility Registrants are allowed to recover reasonable costs and fair and prudent capital expenditures associated with electric and natural gas distribution services and earn a return on those capital expenditures, subject to commission approval. Beginning in 2024 through 2027, ComEd's electric distribution costs are 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 ACE’s electric distribution costs have generally been recovered through base rate case proceedings, with PECO utilizing a fully projected future test year, DPL Delaware's electric and gas distribution services utilizing either a partial actual and partial forecast test year or a fully historical test year, and ACE utilizing a fully historical test year. BGE’s electric and gas distribution costs and Pepco’s and DPL Maryland's electric distribution costs are currently recovered through multi-year rate case proceedings, as the MDPSC and the DCPSC allow utilities to file multi-year rate plans. In certain instances, the Utility Registrants use specific recovery mechanisms as approved by their respective regulatory agencies. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

ComEd, Pepco, DPL and ACE customers have the choice to purchase electricity, and PECO and BGE customers have the choice to purchase electricity and natural gas from competitive electric generation and natural gas suppliers. DPL customers, with the exception of certain commercial and industrial customers, do not have the choice to purchase natural gas from competitive natural gas suppliers. The Utility Registrants remain the distribution service providers for all customers and are obligated to deliver electricity and natural gas to customers in their respective service territories while charging a regulated rate for distribution service. In addition, the Utility Registrants also retain significant default service obligations to provide electricity to certain groups of customers in their respective service areas who do not choose a competitive electric generation supplier. PECO, BGE, and DPL also retain significant default service obligations to provide natural gas to certain groups of customers in their respective service areas who do not choose a competitive natural gas supplier.

For customers that choose to purchase electric generation or natural gas from competitive suppliers, the Utility Registrants act as the billing agent and therefore do not record Operating revenues or Purchased power and fuel expense related to the electricity and/or natural gas. For customers that choose to purchase electric generation or natural gas from a Utility Registrant, the Utility Registrants are permitted to recover the electricity and natural gas procurement costs from customers without mark-up or with a slight mark-up and therefore record the amounts in Operating revenues and Purchased power and fuel expense. As a result, fluctuations in electricity or natural gas sales and procurement costs have no significant impact on the Utility Registrants’ Net income.

See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Results of Operations and Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information regarding electric and natural gas distribution services.

Procurement of Electricity and Natural Gas

Exelon does not generate the electricity it delivers. The Utility Registrants' electric supply for its customers is primarily procured through contracts as directed by their respective state laws and regulatory commission actions. The Utility Registrants procure electricity supply from various approved bidders or from purchases on the PJM operated markets.

PECO's, BGE’s, and DPL's natural gas supplies are purchased from a number of suppliers for terms that currently do not exceed three years. PECO, BGE, and DPL each have annual firm transportation contracts of 437,000 mmcf, 283,000 mmcf, and 44,000 mmcf, respectively, for delivery of gas. To supplement gas transportation and supply at times of heavy winter demands and in the event of temporary emergencies, PECO, BGE, and DPL have available storage capacity from the following sources:

			Peak Natural Gas Sources (in mmcf)
			LNG Facility						Propane-Air Plant						Underground Storage Service Agreements**(a)**
PECO			1,200						150						19,400
BGE			1,056						550						22,000
DPL			250						N/A						3,900

---

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

PECO, BGE, and DPL have long-term interstate pipeline contracts and also participate in the interstate markets by releasing pipeline capacity or bundling pipeline capacity with gas for off-system sales. Off-system gas sales are low-margin direct sales of gas to wholesale suppliers of natural gas. Earnings from these activities are shared between the utilities and customers. PECO, BGE, and DPL make these sales as part of a program to balance its supply and cost of natural gas. The off-system gas sales are not material to PECO, BGE, and DPL.

See ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK, Commodity Price Risk (All Registrants), for additional information regarding Utility Registrants' contracts to procure electric supply and natural gas.

Energy Efficiency Programs

The Utility Registrants are generally allowed to recover costs associated with energy efficiency and demand response programs they offer. Each commission approved program seeks to meet mandated electric consumption reduction targets and implement demand response measures to reduce peak demand. The programs are designed to meet standards required by each respective regulatory agency.

ComEd, with limited exceptions, earns a return on its energy efficiency costs through a regulatory asset. ACE earns a return on most of its energy efficiency and demand response program costs through a regulatory asset. Historically, BGE, Pepco Maryland, and DPL Maryland deferred most of their energy efficiency program costs to a regulatory asset and either deferred most of their demand response program costs to a regulatory asset or capitalized them. In 2024, BGE, Pepco, and DPL began deferring less energy efficiency and demand response program costs to a regulatory asset. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

Capital Investment

The Utility Registrants' businesses are capital intensive and require significant investments, primarily in electric transmission and distribution and natural gas transportation and distribution facilities, to ensure the adequate capacity, reliability, and efficiency of their systems. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Liquidity and Capital Resources, for additional information regarding projected 2025 capital expenditures.

Transmission Services

The Utility Registrants, as owners of transmission facilities, are required to provide open access to their transmission facilities at cost-based rates pursuant to tariffs approved by FERC. The Utility Registrants and their affiliates are required to comply with FERC’s Standards of Conduct regulation governing the communication of non-public transmission information between the transmission owner’s employees and wholesale merchant employees.

PJM is the regional grid operator and operates pursuant to its FERC-approved tariffs. PJM is the transmission provider under, and the administrator of, the PJM Tariff. PJM operates the PJM energy, capacity, and other wholesale markets. PJM controls the day-to-day operations of the bulk power system for the region. The Utility Registrants are members of PJM and provide regional transmission service pursuant to the PJM Tariff. The Utility Registrants and the other transmission owners in PJM have turned over control of certain of their transmission facilities to PJM, and their transmission systems are under the dispatch control of PJM. Under the PJM Tariff, transmission service is provided on a region-wide, open-access basis through the transmission facilities of the PJM transmission owners.

The Utility Registrants' transmission rates are based on a FERC approved formula. The rates are updated on an annual basis.

Exelon’s Strategy and Outlook

Exelon is a transmission and distribution 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 policies including those that advance our jurisdictions' clean energy targets, and continued commitment to corporate responsibility.

Exelon’s strategy is to improve reliability and operations, enhance the customer experience, and advance clean and affordable energy choices, while ensuring ratemaking mechanisms provide the utilities fair financial returns. The jurisdictions in which Exelon has operations have set some of the nation's leading clean energy targets and our strategy is to enable that future for all our stakeholders. The Utility Registrants invest in rate base that supports service to our customers and the community, including investments that sustain and improve reliability and resiliency and that enhance the service experience of our customers. The Utility Registrants make these investments prudently at a reasonable cost to customers. Exelon seeks to leverage its scale and expertise across the utilities platform through enhanced standardization and sharing of resources and best practices to achieve improved operational and financial results.

Management continually evaluates growth opportunities aligned with Exelon’s businesses, assets, and markets, leveraging Exelon’s expertise in those areas and offering sustainable returns.

The Utility Registrants anticipate investing approximately $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, new business, and transmission projects, which is projected to result in an increase to current rate base of approximately $20 billion by the end of 2028. These investments provide greater reliability, improved service for our customers, increased capacity to accommodate new technologies and support a cleaner grid, and a stable return for the company.

In August 2021, Exelon announced its Path to Clean goal to collectively reduce its operations-driven GHG emissions 50% by 2030 against a 2015 baseline and to reach net-zero operations-driven GHG emissions by 2050, while supporting customers and communities in achieving their GHG reduction goals (Path to Clean). Exelon's quantitative goals include its Scope 1 and 2 GHG emissions, with the exception of Scope 2 emissions associated with system losses of electric power delivered to customers ("line losses"), and build upon Exelon's long-standing commitment to reducing our GHG emissions. Exelon's Path to Clean efforts extend beyond these quantitative goals to include efforts such as customer energy efficiency programs, which support reductions in customers' direct emissions and have the potential to reduce Exelon's Scope 3 emissions and Scope 2 line losses as well. See ITEM 1. BUSINESS — Environmental Matters and Regulation — Climate Change for additional information.

Various regulatory, legislative, operational, market, and financial factors could affect Exelon's success in pursuing its strategies. Exelon continues to assess infrastructure, operational, policy, and legal solutions to these issues. See ITEM 1A. RISK FACTORS for additional information.

Employees

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

The Registrants typically conduct an employee engagement survey every other year to gain feedback from employees, help identify organizational strengths, and help identify areas of opportunity for growth. The survey results are reviewed with senior management and the Exelon Board of Directors.

Diversity Metrics

The following tables show diversity metrics for all employees and management as of December 31, 2024. Management is defined as executive/senior level officials and managers as well as all employees who have direct reports and/or supervisory responsibilities.

Employees			Exelon**(c)**												ComEd						PECO						BGE						PHI**(d)**						Pepco						DPL						ACE
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

Management			Exelon**(c)**												ComEd						PECO						BGE						PHI**(d)**						Pepco						DPL						ACE
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			23												8						2						—						8						3						1						1
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

---

(a)Information concerning women and people of color is based on self-disclosed information.

(b)Total employees represents the sum of the aged categories.

(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.

Turnover Rates

As turnover is inherent, management succession planning is performed and tracked for all executives and critical key manager positions. Management frequently reviews succession planning to ensure the Registrants are prepared when positions become available.

The table below shows the average turnover rate for all employees for the last three years of 2022 to 2024.

			Exelon												ComEd						PECO						BGE						PHI						Pepco						DPL						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		%

Collective Bargaining Agreements

Approximately 43% of Exelon’s employees participate in CBAs. The following table presents employee information, including information about CBAs, as of December 31, 2024.

			Total Employees Covered by CBAs						Number of CBAs						CBAs New and Renewed in 2024**(a)**						Total Employees Under CBAs New and Renewed in 2024
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

---

(a)Does not include CBAs that were extended in 2024 while negotiations are ongoing for renewal.

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

Environmental Matters and Regulation

The Registrants are subject to comprehensive and complex environmental legislation and regulation at the federal, state, and local levels, including requirements relating to climate change, air and water quality, solid and hazardous waste, and impacts on species and habitats.

The Exelon Board of Directors is responsible for overseeing the management of environmental matters. Exelon has a management team to address environmental compliance and strategy, including the President and Chief Executive Officer; the Senior Vice President and Chief Strategy and Sustainability Officer; as well as senior management of the Utility Registrants. Performance of those individuals directly involved in environmental compliance and strategy is reviewed and affects compensation as part of the annual individual performance review process. The Audit and Risk Committee oversees compliance with environmental laws and regulations, including environmental risks related to Exelon's operations and facilities, as well as SEC disclosures related to environmental matters. Exelon's Corporate Governance Committee has the authority to oversee Exelon’s climate change and sustainability policies and programs, as discussed in further detail below. The respective Boards of the Utility Registrants oversee environmental issues related to these companies. The Exelon Board of Directors has general oversight responsibilities for Environmental, Social, and Governance matters, including strategies and efforts to protect and improve the quality of the environment.

Climate Change

As detailed below, the Registrants face climate change mitigation and transition risks as well as adaptation risks. Mitigation and transition risks include changes to the energy systems as a result of new technologies, changing customer expectations and/or voluntary GHG goals, as well as local, state or federal regulatory requirements intended to reduce GHG emissions. Adaptation risk refers to risks to the Registrants' facilities or operations that may result from changes to the physical climate and environment, such as changes to temperature, weather patterns and sea level.

Climate Change Mitigation and Transition

The Registrants support comprehensive federal climate legislation that addresses the urgent need to substantially reduce national GHG emissions while providing appropriate protections for consumers, businesses, and the economy. In the absence of comprehensive federal climate legislation, Exelon supports the EPA moving forward with meaningful regulation of GHG emissions under the Clean Air Act.

The Registrants currently are subject to, and may become subject to additional, federal and/or state law and/or regulations addressing GHG emissions. The direct (Scope 1) GHG emission sources associated with the Registrants include sulfur hexafluoride (SF6) leakage from electric transmission and distribution operations, fossil fuel combustion in motor vehicles and refrigerant leakage from chilling and cooling equipment. In addition, PECO, BGE, and DPL, as distributors of natural gas, have natural gas (methane) leakage on the natural gas systems. The Registrants also have indirect (Scope 2 and 3) emissions associated with the production of the electricity they consume and deliver, and indirect (Scope 3) emissions associated with the production of natural gas they deliver and consumer use of such natural gas.

Exelon uses definitions and protocols provided by the World Resources Institute for its GHG inventory. In 2023, Exelon's Scope 1 and 2 GHG emissions were just over 5.3 million metric tons carbon dioxide equivalent using the World Resources Institute Corporate Standard Market-based accounting. Of these emissions, 0.4 million metric tons are considered to be operations-driven and in more direct control of our employees and processes. The majority of these operations-driven emissions are fugitive emissions from the gas delivery systems of Registrants PECO, BGE, and DPL. The remaining 4.9 million metric tons, approximately 92%, are the indirect emissions associated with the electric transmission and distribution system and primarily consists of losses resulting from the Utility Registrant's delivery of electricity to their customers (line losses). These emissions are driven primarily by customer demand for electricity and the mix of generation assets supplying energy to the electric grid. The Registrants do not own generation and must comply with applicable legal and regulatory requirements governing procurement of electricity for delivery to retail customers and use of the system to support other transmission transactions. However, the Registrants do engage in efforts that help to reduce these emissions, including customer programs to drive customer energy efficiency, to help manage peak demands, and to enable distributed solar generation.

In August 2021, Exelon announced a Path to Clean goal to collectively reduce its operations-driven GHG emissions 50% by 2030 against a 2015 baseline, and to reach net-zero operations-driven GHG emissions by 2050, while also supporting customers and communities to achieve their clean energy and emissions reduction goals. Exelon’s quantitative goals include its Scope 1 and 2 GHG emissions with the exception of Scope 2 line losses, and build upon Exelon's long-standing commitment to reducing our GHG emissions. Exelon's activities in support of the Path to Clean goal will include efficiency and clean electricity for operations, vehicle fleet electrification, equipment and processes to reduce sulfur hexafluoride (SF6) leakage, investments in natural gas infrastructure to minimize methane leaks and increase safety and reliability, and investment and collaboration to develop new technologies. Beyond 2030, Exelon recognizes that technology advancement and continued policy support will be needed to ensure achievement of its net-zero goal by 2050. Exelon is laying the groundwork by partnering with national labs, universities, and research consortia to research, develop, and pilot clean technologies, as well as working with our states, jurisdictions, and policy makers to understand the scope and scale of energy transformation, and policies and incentives, needed to reach local ambitions for GHG emissions reductions. The Utility Registrants are also supporting customers and communities to achieve their clean energy and emissions goals through significant energy efficiency programs. Estimated customer program energy efficiency investments across the Utility Registrants for 2025 — 2028 total $4.9 billion. These programs enable customer savings through home energy audits, discounts on efficient lighting, appliance recycling, home improvement rebates, equipment upgrade incentives, and innovative programs like smart thermostats and combined heat and power programs.

As an energy delivery company, Exelon can play a role in helping to reduce GHG emissions in its service territories. In connecting end users of energy to electric and gas supply, Exelon can leverage its assets and customer interface to help support efficient use of lower emitting resources as they become available. Electrification, where feasible, for transportation, buildings, and industry coupled with simultaneous decarbonization of electric generation, can be an important means to reduce emissions. Exelon is advocating for public policy supportive of vehicle electrification, investing in enabling infrastructure and technology, and supporting customer education and adoption. In addition, the Utility Registrants have a goal to electrify 30% of their own vehicle fleet by 2025, increasing to 50% by 2030. Clean fuels and other emerging technologies can also support the transition, lessen the strain on electric system expansion, and support energy system resiliency. Exelon, and its registrants PECO, BGE, and DPL, which own gas distribution assets, are also continuing to explore these other decarbonization opportunities, supporting pilots of emerging energy technologies and clean fuels to support both operational and customer-driven emissions reductions. Exelon believes its market and business model could be significantly affected by the transition of the energy system, such as through an increased electric load and decreased demand for natural gas, potentially accompanied by changes in technology, customer expectations, and/or regulatory structures. See the risk factor entitled "The Registrants are potentially affected by emerging technologies that could over time affect or transform the energy industry" in ITEM 1A. of this report for additional information.

Climate Change Adaptation

The Registrants' facilities and operations are subject to the impacts of global climate change. Long-term shifts in climactic patterns, such as sustained higher temperatures and sea level rise, may present challenges for the Registrants and their service territories. Exelon believes its operations could be significantly affected by the physical risks of climate change. See ITEM 1A. RISK FACTORS for additional information related to the Registrants' risks associated with climate change.

The Registrants' assets undergo seasonal readiness efforts to ensure that they are prepared for the weather projections for the summer and winter months. The Registrants consider and review national climate assessments to inform their planning. Each of the Utility Registrants also has well established system recovery plans and is investing in its systems to install advanced equipment and reinforce the local electric system, making it more weather resistant and less vulnerable to anticipated storm damage.

International Climate Change Agreements. At the international level, the United States has been a party to the United Nations Framework Convention on Climate Change (UNFCCC). The Parties to the UNFCCC adopted the Paris Agreement at the 21st session of the UNFCCC Conference of the Parties (COP 21) on December 12, 2015. Under the Agreement, which became effective on November 4, 2016, the parties committed to try to limit the global average temperature increase and to develop national GHG reduction commitments. Though under the first Trump Administration, the United States formally withdrew from the Paris Agreement, on January 20, 2021, President Biden accepted the Agreement, which resulted in the United States’ formal re-entry on February

19, 2021. Following this reentry, the United States set an economy-wide target of reducing its net GHG emissions by 50-52% below 2005 levels by 2030. On November 11, 2022, at the UNFCCC Conference of the Parties (COP 27), President Biden recommitted the U.S. to these goals and detailed the significant domestic climate actions the U.S. had taken to spur a new era of clean American manufacturing, enhance energy security, and drive down the costs of clean energy for consumers in the U.S. and around the world. In January 2025, President Trump issued an Executive Order instructing the federal government to begin the actions needed to withdraw from the Paris Agreement again. This withdrawal process will take a year to complete. President Trump also issued an Executive Order calling for many of the clean energy programs created under IIJA and the IRA to be suspended for 90 days while they are reviewed.

State Climate Change Legislation and Regulation. A number of states in which the Registrants operate have state and regional programs to reduce GHG emissions and renewable and other portfolio standards, which impact the power sector. See discussion below for additional information on renewable and other portfolio standards.

Certain northeast and mid-Atlantic states (Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Rhode Island, Vermont) currently participate in the RGGI. The program requires most fossil fuel-fired power plant owners and operators in the region to hold allowances, purchased at auction, for each ton of CO2 emissions. Non-emitting resources do not have to purchase or hold these allowances.

Broader state programs impact other sectors as well, such as the District of Columbia's Clean Energy DC Omnibus Act and cross-sector GHG reduction plans, which resulted in recent requirements for Pepco to develop a 15-year decarbonization program and strategy. Maryland expects to meet and exceed the mandate set in the Greenhouse Gas Emissions Reduction Act to reduce statewide GHG emissions 40% (from 2006 levels) by 2030, and the state’s Climate Solutions Now Act of 2022 further updates requirements with a proposal to reduce emissions 60% (from 2006 levels) by 2031 and achieve net-zero emissions by 2045. New Jersey accelerated its goals through Executive Order 274, which establishes an interim goal of 50% reductions below 2006 levels by 2030 and affirms its goal of achieving 80% reductions by 2050 and includes programs to drive greater amounts of electrified transportation. Delaware's Climate Change Solutions Act, established in August 2023, sets a statewide GHG emissions reduction goal of 50% by Jan 1, 2030 and a net-zero GHG emissions goal by Jan 1, 2050, on a net basis as compared to a 2005 baseline. Illinois’ climate bill, CEJA, establishes decarbonization requirements for the state to transition to 100% clean energy by 2050 and supports programs to improve energy efficiency, manage energy demand, attract clean energy investment, and accelerate job creation. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on CEJA.

The Registrants cannot predict the nature of future regulations or how such regulations might impact future financial statements. See ITEM 1A. RISK FACTORS for additional information related to the Registrants' risks associated with climate legislation.

Renewable and Clean Energy Standards. Each of the states where Exelon operates have adopted some form of renewable or clean energy procurement requirement. These standards impose varying levels of mandates for procurement of renewable or clean electricity (the definition of which varies by state) and/or energy efficiency. These are generally expressed as a percentage of annual electric load, often increasing by year. The Utility Registrants comply with these various requirements through acquiring sufficient bundled or unbundled credits such as RECs, CMCs, or ZECs, or paying an alternative compliance payment, and/or a combination of these compliance alternatives. The Utility Registrants are permitted to recover from retail customers the costs of complying with their state RPS requirements, including the procurement of RECs or other alternative energy resources. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

Other Environmental Regulation

Water Quality

Under the federal Clean Water Act, NPDES permits for discharges into waterways are required to be obtained from the EPA or from the state environmental agency to which the permit program has been delegated, and

permits must be renewed periodically. Certain of Exelon's facilities discharge water into waterways and are therefore subject to these regulations and operate under NPDES permits.

Under Clean Water Act Section 404 and state laws and regulations, the Registrants may be required to obtain permits for projects involving dredge or fill activities in waters of the United States. What constitutes a Water of the United States has been subject to varied definition over the past several Administrations. The most recent definitions established under the Biden Administration are subject to pending legal challenge. It is expected that, under the Trump Administration, the Environmental Protection Agency will issue new regulations that reflect a more narrow scope.

Where Registrants’ facilities are required to secure a federal license or permit for activities that may result in a discharge to covered waters, they may be required to obtain a state water quality certification under Clean Water Act section 401.

Solid and Hazardous Waste and Environmental Remediation

CERCLA provides for response and removal actions coordinated by the EPA in the event of threatened or actual releases of hazardous substances. CERCLA authorizes the EPA either to clean up sites at which hazardous substances have created actual or potential environmental hazards or to order persons responsible for the situation to do so. Under CERCLA, generators and transporters of hazardous substances, as well as past and present owners and operators of hazardous waste sites, are strictly, jointly, and severally liable for the cleanup costs of hazardous substances at sites, many of which are listed by the EPA on the National Priorities List (NPL). These PRPs can be ordered to perform a cleanup, can be sued for costs associated with an EPA-directed cleanup, may voluntarily settle with the EPA concerning their liability for cleanup costs, or may voluntarily begin a site investigation and site remediation, under EPA oversight. Most states have also enacted statutes that contain provisions substantially similar to CERCLA. Such statutes apply in many states where the Registrants currently own or operate, or previously owned or operated, facilities, including Delaware, Illinois, Maryland, New Jersey, and Pennsylvania and the District of Columbia. In addition, RCRA governs treatment, storage and disposal of solid and hazardous wastes, and cleanup of sites where such activities were conducted.

The Registrants’ operations have in the past, and may in the future, require substantial expenditures in order to comply with these federal and state environmental laws. Under these laws, the Registrants may be liable for the costs of remediating environmental contamination of property now or formerly owned by them and of property contaminated by hazardous substances generated by them. The Registrants own or lease a number of real estate parcels, including parcels on which their operations or the operations of others may have resulted in contamination by substances that are considered hazardous under environmental laws. The Registrants and their subsidiaries are, or could become in the future, parties to proceedings initiated by the EPA, state agencies, and/or other responsible parties under CERCLA and RCRA or similar state laws with respect to a number of sites or may undertake to investigate and remediate sites for which they may be subject to enforcement actions by an agency or third-party.

ComEd’s and PECO’s environmental liabilities primarily arise from contamination at former MGP sites, which were operated by ComEd's and PECO's predecessor companies. ComEd, pursuant to an ICC order, and PECO, pursuant to settlements of natural gas distribution rate cases with the PAPUC, have an on-going process to recover certain environmental remediation costs of the MGP sites through a provision within customer rates. BGE, Pepco, DPL, and ACE do not have material contingent liabilities relating to MGP sites. The amount to be expended in 2025 for activities associated with the environmental investigation and remediation related to contamination at former MGP sites and other gas purification sites is estimated to be approximately $14 million, which consists primarily of $9 million at PECO.

As of December 31, 2024, the Registrants have established appropriate contingent liabilities for environmental remediation requirements. In addition, the Registrants may be required to make significant additional expenditures not presently determinable for other environmental remediation costs.

See Note 3 — Regulatory Matters and Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information regarding the Registrants’ environmental matters, remediation efforts, and related impacts to the Registrants’ Consolidated Financial Statements.

Information about our Executive Officers as of February 12, 2025

Exelon

Name						Age						Position						Period
Butler Jr., Calvin G.						55						President and Chief Executive Officer, Exelon						2022 - Present
												Chief Operating Officer, Exelon						2021 - 2022
												Senior Executive Vice President, Exelon						2019 - 2022
												Chief Executive Officer, Exelon Utilities						2019 - 2022
												Chief Executive Officer, BGE						2014 - 2019
Glockner, David						64						Executive Vice President, Compliance, Audit and Risk, Exelon						2020 - Present
												Chief Compliance Officer, Citadel LLC						2017 - 2020
Honorable, Colette						54						Chief Legal Officer and Corporate Secretary						2024 - Present
												Executive Vice President, Public Policy						2023 - 2024
												Chief External Affairs Officer						2023 - 2024
												Partner, Reed Smith LLP						2017 - 2023
Innocenzo, Michael A.						59						Executive Vice President and Chief Operating Officer, Exelon						2024 - Present
												President and Chief Executive Officer, PECO						2018 - 2024
Jones, Jeanne						45						Executive Vice President and Chief Financial Officer, Exelon						2022 - Present
												Senior Vice President, Corporate Finance, Exelon						2021 - 2022
												Senior Vice President and Chief Financial Officer, ComEd						2018 - 2021
Kleczynski, Robert A.						56						Senior Vice President, Controller and Tax, Exelon						2023 - Present
												Senior Vice President, Exelon						2020 - 2023
												Vice President, Exelon						2018 - 2020
												General Tax Officer, Exelon						2018 - 2023

ComEd

Name						Age						Position						Period
Quiniones, Gil						58						President, ComEd						2024 - Present
												Chief Executive Officer, ComEd						2021 - Present
												President and Chief Executive Officer, New York Power Authority						2011 - 2021
Binswanger, Lewis						65						Senior Vice President, Governmental, Regulatory and External Affairs, ComEd						2022 - Present
												Vice President, External Affairs, Nicor Gas						2013 - 2022
Levin, Joshua						45						Senior Vice President, Chief Financial Officer & Treasurer, ComEd						2023 - Present
												Vice President, Financial, Planning and Analysis, ComEd						2021 - 2023
												Director of Financial Planning and Analysis, ComEd						2019 - 2021
Perez, David R.						55						Executive Vice President and Chief Operating Officer, ComEd						2024 - Present
												Senior Vice President, Distribution Operations, ComEd						2019 - 2023
Rippie, E. Glenn						64						Senior Vice President and General Counsel, ComEd						2022 - Present
												Senior Vice President and Deputy General Counsel, Energy Regulation, Exelon						2022 - Present
												Partner, Jenner & Block LLP						2019 - 2022

PECO

Name						Age						Position						Period
Velazquez, David						65						President and Chief Executive Officer, PECO						2024 - Present
												Executive Vice President, Operations and Technology, Exelon						2023 - 2024
												Executive Vice President, Utility Operations, Exelon						2021 - 2023
												President and Chief Executive Officer, PHI, Pepco, DPL, and ACE						2016 - 2021
Gay, Anthony						59						Vice President and General Counsel, PECO						2019 - Present
												Vice President, Governmental and External Affairs, PECO						2016 - 2019
Humphrey, Marissa						45						Senior Vice President, Chief Financial Officer and Treasurer, PECO						2022 - Present
												Vice President, Regulatory Policy and Strategy (NJ/DE), PHI, DPL, and ACE						2021 - 2022
												Vice President, Finance, Exelon Utilities						2019 - 2020
												Vice President, Financial Planning and Analysis, PHI, Pepco, DPL, and ACE						2016 - 2019
Levine, Nicole						48						Senior Vice President and Chief Operations Officer, PECO						2022 - Present
												Vice President, Electrical Operations, PECO						2018 - 2022
Oliver, Douglas						50						Senior Vice President, Governmental, Regulatory and External Affairs, PECO						2023 - Present
												Vice President, Governmental and External Affairs, PECO						2019 - 2023
												Vice President, Communications, PECO						2018 - 2019

BGE

Name						Age						Position						Period
Khouzami, Carim V.						50						President, BGE						2021 - Present
												Chief Executive Officer, BGE						2019 - Present
Cloyd, Michael						54						Senior Vice President, Chief Financial Officer, and Treasurer, BGE						2024 - Present
												Vice President, Support Services, BGE						2021 - 2024
Dickens, Derrick						60						Senior Vice President and Chief Operating Officer, BGE						2021 - Present
												Senior Vice President, Customer Operations, PHI, Pepco, DPL, and ACE						2020 - 2021
												Vice President, Technical Services, BGE						2016 - 2020
Núñez, Alexander G.						53						Senior Vice President, Governmental, Regulatory and External Affairs, BGE						2021 - Present
												Senior Vice President, Regulatory Affairs and Strategy, BGE						2020 - 2021
												Senior Vice President, Regulatory and External Affairs, BGE						2016 - 2020
Ralph, David						58						Vice President and General Counsel, BGE						2021 - Present
												Associate General Counsel, BGE						2019 - 2021
												Assistant General Counsel, Exelon						2017 - 2019

PHI, Pepco, DPL, and ACE

Name						Age						Position						Period
Anthony, J. Tyler						60						President and Chief Executive Officer, PHI, Pepco, DPL, and ACE						2021 - Present
												Senior Vice President and Chief Operating Officer, PHI, Pepco, DPL, and ACE						2016 - 2021
Bancroft, Anne						58						Vice President and General Counsel, PHI, Pepco, DPL, and ACE						2021 - Present
												Associate General Counsel, Exelon						2017 - 2021
Oddoye, Rodney						48						Senior Vice President, Governmental, Regulatory and External Affairs, PHI, Pepco, DPL, and ACE						2021 - Present
												Senior Vice President, Governmental and External Affairs, BGE						2020 - 2021
												Vice President, Customer Operations, BGE						2018 - 2020
Olivier, Tamla						52						Senior Vice President and Chief Operating Officer, PHI, Pepco, DPL, and ACE						2021 - Present
												Senior Vice President, Customer Operations, BGE						2020 - 2021
												Senior Vice President, Constellation NewEnergy, Inc.						2016 - 2020
Vahos, David						52						Senior Vice President, Chief Financial Officer, and Treasurer, PHI, Pepco, DPL, ACE						2024 - Present
												Senior Vice President, Chief Financial Officer, and Treasurer, BGE						2016 - 2024