Exelon 10-Q 2025-09-30

Filed 2025-11-04. 8 sections, 719K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the Quarterly Period Ended September 30, 2025


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


Commission File Number	Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and Telephone Number	IRS Employer Identification Number

001-16169	EXELON CORPORATION	23-2990190
	(a Pennsylvania corporation) 10 South Dearborn Street P.O. Box 805379 Chicago, Illinois 60680-5379 (800) 483-3220

001-01839	COMMONWEALTH EDISON COMPANY	36-0938600
	(an Illinois corporation) 10 South Dearborn Street Chicago, Illinois 60603-2300 (312) 394-4321

000-16844	PECO ENERGY COMPANY	23-0970240
	(a Pennsylvania corporation) 2301 Market Street P.O. Box 8699 Philadelphia, Pennsylvania 19101-8699 (215) 841-4000

001-01910	BALTIMORE GAS AND ELECTRIC COMPANY	52-0280210
	(a Maryland corporation) 2 Center Plaza 110 West Fayette Street Baltimore, Maryland 21201-3708 (410) 234-5000

001-31403	PEPCO HOLDINGS LLC	52-2297449
	(a Delaware limited liability company) 701 Ninth Street, N.W. Washington, District of Columbia 20068-0001 (202) 872-2000

001-01072	POTOMAC ELECTRIC POWER COMPANY	53-0127880
	(a District of Columbia and Virginia corporation) 701 Ninth Street, N.W. Washington, District of Columbia 20068-0001 (202) 872-2000

001-01405	DELMARVA POWER & LIGHT COMPANY	51-0084283
	(a Delaware and Virginia corporation) 500 North Wakefield Drive Newark, Delaware 19702-5440 (202) 872-2000

001-03559	ATLANTIC CITY ELECTRIC COMPANY	21-0398280
	(a New Jersey corporation) 500 North Wakefield Drive Newark, Delaware 19702-5440 (202) 872-2000

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
EXELON CORPORATION:
Common stock, without par value	EXC	The Nasdaq Stock Market LLC

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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


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

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

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

The number of shares outstanding of each registrant’s common stock as of September 30, 2025 was:


Exelon Corporation Common Stock, without par value			1,010,290,316
Commonwealth Edison Company Common Stock, $12.50 par value			127,021,419
PECO Energy Company Common Stock, without par value			170,478,507
Baltimore Gas and Electric Company Common Stock, without par value			1,000
Pepco Holdings LLC			not applicable
Potomac Electric Power Company Common Stock, $0.01 par value			100
Delmarva Power & Light Company Common Stock, $2.25 par value			1,000
Atlantic City Electric Company Common Stock, $3.00 par value			8,546,017

TABLE OF CONTENTS


		Page No.
GLOSSARY OF TERMS AND ABBREVIATIONS		4
FILING FORMAT		7
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION		7
WHERE TO FIND MORE INFORMATION		8
PART I.	FINANCIAL INFORMATION	9
ITEM 1.	FINANCIAL STATEMENTS	9
	Exelon Corporation
	Consolidated Statements of Operations and Comprehensive Income	10
	Consolidated Statements of Cash Flows	11
	Consolidated Balance Sheets	12
	Consolidated Statements of Changes in Shareholders’ Equity	14
	Commonwealth Edison Company
	Consolidated Statements of Operations and Comprehensive Income	16
	Consolidated Statements of Cash Flows	17
	Consolidated Balance Sheets	18
	Consolidated Statements of Changes in Shareholders' Equity	20
	PECO Energy Company
	Consolidated Statements of Operations and Comprehensive Income	21
	Consolidated Statements of Cash Flows	22
	Consolidated Balance Sheets	23
	Consolidated Statements of Changes in Shareholder's Equity	25
	Baltimore Gas and Electric Company
	Statements of Operations and Comprehensive Income	26
	Statements of Cash Flows	27
	Balance Sheets	28
	Statements of Changes in Shareholder's Equity	30
	Pepco Holdings LLC
	Consolidated Statements of Operations and Comprehensive Income	31
	Consolidated Statements of Cash Flows	32
	Consolidated Balance Sheets	33
	Consolidated Statements of Changes in Member's Equity	35


						Page No.
			Potomac Electric Power Company
			Statements of Operations and Comprehensive Income			36
			Statements of Cash Flows			37
			Balance Sheets			38
			Statements of Changes in Shareholder's Equity			40
			Delmarva Power & Light Company
			Statements of Operations and Comprehensive Income			41
			Statements of Cash Flows			42
			Balance Sheets			43
			Statements of Changes in Shareholder’s Equity			45
			Atlantic City Electric Company
			Consolidated Statements of Operations and Comprehensive Income			46
			Consolidated Statements of Cash Flows			47
			Consolidated Balance Sheets			48
			Consolidated Statements of Changes in Shareholder’s Equity			50
			Combined Notes to Consolidated Financial Statements
			1. Significant Accounting Policies			51
			2. Regulatory Matters			52
			3. Revenue from Contracts with Customers			60
			4. Segment Information			61
			5. Accounts Receivable			72

			6. Income Taxes			75
			7. Retirement Benefits			78
			8. Derivative Financial Instruments			80
			9. Debt and Credit Agreements			83
			10. Fair Value of Financial Assets and Liabilities			86
			11. Commitments and Contingencies			94
			12. Shareholders' Equity			100
			13. Changes in Accumulated Other Comprehensive Income			102

			14. Supplemental Financial Information			103
			15. Related Party Transactions			107


		Page No.


ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	109
	Exelon Corporation	109
	Executive Overview	109
	Financial Results of Operations	109
	Significant 2025 Transactions and Developments	111


	Other Key Business Drivers and Management Strategies	114
	Critical Accounting Policies and Estimates	115
	Results of Operations By Registrant	116
	Commonwealth Edison Company	116
	PECO Energy Company	119
	Baltimore Gas and Electric Company	123
	Pepco Holdings LLC	126
	Potomac Electric Power Company	127
	Delmarva Power & Light Company	130
	Atlantic City Electric Company	135
	Liquidity and Capital Resources	138

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	147
ITEM 4.	CONTROLS AND PROCEDURES	148
PART II.	OTHER INFORMATION	148
ITEM 1.	LEGAL PROCEEDINGS	148
ITEM 1A.	RISK FACTORS	148

ITEM 5.	OTHER INFORMATION	148
ITEM 6.	EXHIBITS	149
SIGNATURES		152
	Exelon Corporation	152
	Commonwealth Edison Company	153
	PECO Energy Company	154
	Baltimore Gas and Electric Company	155
	Pepco Holdings LLC	156
	Potomac Electric Power Company	157
	Delmarva Power & Light Company	158
	Atlantic City Electric Company	159


GLOSSARY OF TERMS AND ABBREVIATIONS
Exelon Corporation and Related Entities
Exelon						Exelon Corporation
ComEd						Commonwealth Edison Company
PECO						PECO Energy Company
BGE						Baltimore Gas and Electric Company
Pepco Holdings or PHI						Pepco Holdings LLC
Pepco						Potomac Electric Power Company
DPL						Delmarva Power & Light Company
ACE						Atlantic City Electric Company
Registrants						Exelon, ComEd, PECO, BGE, PHI, Pepco, DPL, and ACE, collectively
Utility Registrants						ComEd, PECO, BGE, Pepco, DPL, and ACE, collectively


BSC						Exelon Business Services Company, LLC
Exelon Corporate						Exelon in its corporate capacity as a holding company
PCI						Potomac Capital Investment Corporation and its subsidiaries
PECO Trust III						PECO Energy Capital Trust III
PECO Trust IV						PECO Energy Capital Trust IV

PHI Corporate						PHI in its corporate capacity as a holding company
PHISCO						PHI Service Company
Former Related Entities
Constellation						Constellation Energy Corporation
Generation						Constellation Energy Generation, LLC (formerly Exelon Generation Company, LLC, a subsidiary of Exelon prior to separation on February 1, 2022)


GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
Note - of the 2024 Form 10-K						Reference to specific Combined Note to Consolidated Financial Statements within Exelon's 2024 Annual Report on Form 10-K
ABO						Accumulated Benefit Obligation
AFUDC						Allowance for Funds Used During Construction
AMI						Advanced Metering Infrastructure
AOCI						Accumulated Other Comprehensive Income (Loss)
ARO						Asset Retirement Obligation
ATM						At the market
BGS						Basic Generation Service
BSA						Bill Stabilization Adjustment
CEJA						Climate and Equitable Jobs Act; Illinois Public Act 102-0662 signed into law on September 15, 2021
CERCLA						Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended
CIP						Conservation Incentive Program
CMC						Carbon Mitigation Credit
CODMs						Chief Operating Decision Makers
DC PLUG						District of Columbia Power Line Undergrounding Initiative
DCPSC						Public Service Commission of the District of Columbia
DEPSC						Delaware Public Service Commission
DOEE						District of Columbia Department of Energy & Environment
DPA						Deferred Prosecution Agreement
DSIC						Distribution System Improvement Charge
EDIT						Excess Deferred Income Taxes
EPA						United States Environmental Protection Agency
ERISA						Employee Retirement Income Security Act of 1974, as amended
ETAC						Energy Transition Assistance Charge
FERC						Federal Energy Regulatory Commission
GAAP						Generally Accepted Accounting Principles in the United States
GCR						Gas Cost Rate
GSA						Generation Supply Adjustment
GWhs						Gigawatt hours
ICC						Illinois Commerce Commission
IIJA						Infrastructure Investment and Jobs Act
Illinois Settlement Legislation						Legislation enacted in 2007 affecting electric utilities in Illinois
IPA						Illinois Power Agency
IRA						Inflation Reduction Act
IRC						Internal Revenue Code
IRS						Internal Revenue Service
MDPSC						Maryland Public Service Commission
MGP						Manufactured Gas Plant
mmcf						Million Cubic Feet
MRP						Multi-Year Rate Plan
MWh						Megawatt hour
N/A						Not Applicable
NAV						Net Asset Value


GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
NJBPU						New Jersey Board of Public Utilities
NOLC						Tax Net Operating Loss Carryforward
NPNS						Normal Purchase Normal Sale scope exception
NPS						National Park Service
NRD						Natural Resources Damages
OBBBA						One Big Beautiful Bill Act
OCI						Other Comprehensive Income
OPEB						Other Postretirement Employee Benefits
PAPUC						Pennsylvania Public Utility Commission
PGC						Purchased Gas Cost Clause
PJM						PJM Interconnection, LLC
PLR						Private Letter Ruling
POLR						Provider of Last Resort
PP&E						Property, Plant, and Equipment
PRPs						Potentially Responsible Parties
REC						Renewable Energy Credit which is issued for each megawatt hour of generation from a qualified renewable energy source
Regulatory Agreement Units						Nuclear generating units or portions thereof whose decommissioning-related activities are subject to regulatory agreements with the ICC and PAPUC
Rider						Reconcilable Surcharge Recovery Mechanism
ROE						Return on Equity
ROU						Right-of-use
RTO						Regional Transmission Organization
RUBC						Residential Universal Bill Credit
SEC						United States Securities and Exchange Commission
SOFR						Secured Overnight Financing Rate
SOS						Standard Offer Service
TCJA						Tax Cuts and Jobs Act
TSC						Transmission Service Charge
ZEC						Zero Emission Credit

FILING FORMAT

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

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This Report contains certain forward-looking statements within the meaning of federal securities laws that are subject to risks and uncertainties. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” "should," and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic and financial performance, are intended to identify such forward-looking statements. 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;
state and federal legislation requiring use of low-emission, renewable, and/or alternate fuel sources and/or mandating implementation of energy conservation programs requiring implementation of new technologies;
challenges to tax positions taken, tax law changes, and difficulty in quantifying potential tax effects of business decisions;
negative outcomes in legal proceedings;
adverse impact of the activities associated with the past DPA and now-resolved SEC investigation on Exelon’s and ComEd’s reputation and relationships with legislators, regulators, and customers;
physical security and cybersecurity risks;
extreme weather events, natural disasters, operational accidents such as wildfires or natural gas explosions, war, acts and threats of terrorism, public health crises, epidemics, pandemics, or other significant events;
disruptions or cost increases in the supply chain, including shortages in labor, materials or parts, or significant increases in relevant tariffs;
lack of sufficient capacity to meet actual or forecasted demand or disruptions at power generation facilities owned by third parties;
emerging technologies that could affect or transform the energy industry;
instability in capital and credit markets;
a downgrade of any Registrant’s credit ratings or other failure to satisfy the credit standards in the Registrants’ agreements or regulatory financial requirements;
significant economic downturns or increases in customer rates;
impacts of climate change and weather on energy usage and maintenance and capital costs; and
impairment of long-lived assets, goodwill, and other assets.

New factors emerge from time to time, and it is impossible for us to predict all of such factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. For more information, see those factors discussed in the 2024 Form 10-K filed by the Registrants, including in Part I, ITEM 1A. Risk Factors, and this Report including in Part II, ITEM 1A. Risk Factors.

Investors are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Report. None of the Registrants undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Report.

WHERE TO FIND MORE INFORMATION

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

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Exelon Corporation and Subsidiary Companies

Consolidated Statements of Operations and Comprehensive Income

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions, except per share data)	2025		2024		2025		2024
Operating revenues
Electric operating revenues	$	6,690	$	6,012	$	17,872	$	16,379
Natural gas operating revenues	235		196		1,595		1,207
Revenues from alternative revenue programs	(220)		(54)		(621)		(29)
Total operating revenues	6,705		6,154		18,846		17,557
Operating expenses
Purchased power	2,645		2,349		6,640		6,483
Purchased fuel	47		34		471		301

Operating and maintenance	1,172		1,275		3,840		3,756
Depreciation and amortization	912		908		2,717		2,681
Taxes other than income taxes	429		395		1,216		1,127
Total operating expenses	5,205		4,961		14,884		14,348

Gain on sale of assets	—		3		1		12


Operating income	1,500		1,196		3,963		3,221
Other income and (deductions)
Interest expense, net	(531)		(490)		(1,560)		(1,428)
Interest expense to affiliates, net	(7)		(6)		(18)		(18)
Other, net	68		57		185		196
Total other income and (deductions)	(470)		(439)		(1,393)		(1,250)
Income before income taxes	1,030		757		2,570		1,971
Income taxes	155		50		396		158





Net income attributable to common shareholders	$	875	$	707	$	2,174	$	1,813






Comprehensive income, net of income taxes
Net income	$	875	$	707	$	2,174	$	1,813
Other comprehensive income (loss), net of income taxes
Pension and non-pension postretirement benefit plans:

Actuarial losses reclassified to periodic benefit cost	5		5		16		15
Pension and non-pension postretirement benefit plans valuation adjustments	—		—		5		(26)
Unrealized (loss) gain on cash flow hedges	(2)		(29)		(16)		1



Other comprehensive income (loss)	3		(24)		5		(10)


Comprehensive income attributable to common shareholders	$	878	$	683	$	2,179	$	1,803

Average shares of common stock outstanding:
Basic	1,011		1,003		1,010		1,002
Assumed exercise and/or distributions of stock-based awards(a)	2		1		1		—
Diluted	1,013		1,004		1,011		1,002

Earnings per average common share
Basic	$	0.87	$	0.70	$	2.15	$	1.81
Diluted	$	0.86	$	0.70	$	2.15	$	1.81

(a)The dilutive effects of stock-based compensation awards are calculated using the treasury stock method for all periods presented.

See the Combined Notes to Consolidated Financial Statements

Exelon Corporation and Subsidiary Companies

Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended September 30,
(In millions)	2025		2024
Cash flows from operating activities
Net income	$	2,174	$	1,813
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation, amortization, and accret

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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

Exelon

Executive Overview

Exelon is a utility services holding company engaged in the energy transmission and distribution businesses through its six reportable segments: ComEd, PECO, BGE, Pepco, DPL, and ACE. See Note 1 — Significant Accounting Policies and Note 4 — Segment Information of the Combined Notes to Consolidated Financial Statements for additional information regarding Exelon's principal subsidiaries and reportable segments.

Exelon’s consolidated financial information includes the results of its seven separate operating subsidiary registrants, ComEd, PECO, BGE, PHI, Pepco, DPL, and ACE, which, along with Exelon, are collectively referred to as the Registrants. The following combined Management’s Discussion and Analysis of Financial Condition and Results of Operations is separately filed by Exelon, ComEd, PECO, BGE, PHI, Pepco, DPL, and ACE. However, none of the Registrants makes any representation as to information related solely to any of the other Registrants.

Financial Results of Operations

GAAP Results of Operations. The following table sets forth Exelon's GAAP consolidated Net income attributable to common shareholders by Registrant for the three and nine months ended September 30, 2025 compared to the same period in 2024. For additional information regarding the financial results for the three and nine months ended September 30, 2025 and 2024, see the discussions of Results of Operations by Registrant.


	Three Months Ended September 30,				Favorable (Unfavorable) Variance			Nine Months Ended September 30,					Favorable (Unfavorable) Variance
	2025		2024				2025			2024
Exelon	$	875	$	707	$	168		$	2,174		$	1,813	$	361
ComEd	373		360		13			903			823		80
PECO	250		117		133			652			356		296
BGE	82		45		37			398			353		45
PHI	291		278		13			628			603		25
Pepco	156		140		16			337			323		14
DPL	55		55		—			163			156		7
ACE	82		83		(1)			138			133		5
Other(a)	(121)		(93)		(28)			(407)			(322)		(85)

(a)Other primarily includes eliminating and consolidating adjustments, Exelon’s corporate operations, shared service entities, and other financing and investment activities.

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024. Net income attributable to common shareholders increased by $168 million and diluted earnings per average common share increased to $0.86 in 2025 from $0.70 in 2024 primarily due to:

Favorable impacts of rates at ComEd, PECO, BGE, and PHI;
Lower storm costs at PECO, due to deferral of extraordinary February and June storm costs;
Timing of income tax expenses at PECO;
Higher return on regulatory assets at ComEd;
Higher AFUDC at ComEd; and
Lower storm costs and credit loss expense at BGE.

The increases were partially offset by:

Timing of distribution earnings at ComEd;
Higher depreciation expense at PECO; and
Higher interest expense at PHI and Exelon Corporate.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024. Net income attributable to common shareholders increased by $361 million and diluted earnings per average common share increased to $2.15 in 2025 from $1.81 in 2024 primarily due to:

Favorable impacts of rates at ComEd, PECO, BGE and PHI;
Timing of income tax expenses at PECO;
Less unfavorable weather at PECO;
Lower storm costs at PECO and BGE;
Higher return on regulatory assets at ComEd;
Timing of distribution earnings at ComEd; and
Higher AFUDC at ComEd.

The increases were partially offset by:

Higher interest expense at PECO, BGE, PHI, and Exelon Corporate;
Customer Relief Fund contribution at Exelon Corporate;
Higher depreciation expense at PECO and PHI;
Lower transmission peak load due to lower energy demand at ComEd;
Lower impacts of the Maryland multi-year plan reconciliations at PHI; and
Lower AFUDC at PHI.

Adjusted (non-GAAP) operating earnings. In addition to Net income, Exelon evaluates its operating performance using the measure of Adjusted (non-GAAP) operating earnings because management believes it represents earnings directly related to the ongoing operations of the business. Adjusted (non-GAAP) operating earnings exclude certain costs, expenses, gains and losses, and other specified items. This information is intended to enhance an investor’s overall understanding of year-over-year operating results and provide an indication of Exelon’s baseline operating performance excluding items not considered by management to be directly related to the ongoing operations of the business. In addition, this information is among the primary indicators management uses as a basis for evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting of future periods. Adjusted (non-GAAP) operating earnings is not a presentation defined under GAAP and may not be comparable to other companies’ presentations or deemed more useful than the GAAP information provided elsewhere in this report.

The following table provides a reconciliation between GAAP Net income attributable to common shareholders and Adjusted (non-GAAP) operating earnings for the three and nine months ended September 30, 2025 compared to the same period in 2024:



	Three Months Ended September 30,
	2025				2024
(In millions, except per share data)			Earnings per Diluted Share				Earnings per Diluted Share
Net income attributable to common shareholders	$	875	$	0.86	$	707	$	0.70


Asset retirement obligation (net of taxes of $0 and $0, respectively)	(1)		—		—		—

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Registrants hold commodity and financial instruments that are exposed to the following market risks:

Commodity price risk, which is discussed further below.
Counterparty credit risk associated with non-performance by counterparties on executed derivative instruments and participation in all, or some of the established, wholesale spot energy markets that are administered by PJM. The credit policies of PJM may, under certain circumstances, require that losses arising from the default of one member on spot energy market transactions be shared by the remaining participants. See Note 8 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for a detailed discussion of counterparty credit risk related to derivative instruments.
Equity price and interest rate risk associated with Exelon’s pension and OPEB plan trusts. See Note 7 — Retirement Benefits of the 2024 Form 10-K for additional information.
Interest rate risk associated with changes in interest rates for the Registrants’ outstanding long-term debt. This risk is significantly reduced as substantially all of the Registrants’ outstanding debt has fixed interest rates. There is inherent interest rate risk related to refinancing maturing debt by issuing new long-term debt. The Registrants use a combination of fixed-rate and variable-rate debt to manage interest rate exposure. See Note 9 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information. In addition, Exelon may utilize interest rate derivatives to lock in rate levels in anticipation of future financings, which are typically designated as cash flow hedges. See Note 8 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information.

The Registrants operate primarily under cost-based rate regulation limiting exposure to the effects of market risk. Hedging programs are utilized to reduce exposure to energy and natural gas price volatility and have no direct earnings impacts as the costs are fully recovered through regulatory-approved recovery mechanisms.

Exelon manages these risks through risk management policies and objectives for risk assessment, control and valuation, counterparty credit approval, and the monitoring and reporting of risk exposures. Risk management issues are reported to Exelon’s Executive Committee, the Risk Management Committees of each Utility Registrant, and the Audit and Risk Committee of Exelon’s Board of Directors.

Commodity Price Risk

Commodity price risk is associated with price movements resulting from changes in supply and demand, fuel costs, market liquidity, weather conditions, governmental regulatory and environmental policies, and other factors. To the extent the total amount of energy Exelon purchases differs from the amount of energy it has contracted to sell, Exelon is exposed to market fluctuations in commodity prices. Exelon seeks to mitigate its commodity price risk through the sale and purchase of electricity and natural gas.

ComEd entered into 20-year floating-to-fixed renewable energy swap contracts beginning in June 2012, which are considered an economic hedge and have changes in fair value recorded to an offsetting regulatory asset or liability. ComEd has block energy contracts to procure electric supply that are executed through a competitive procurement process, which are considered derivatives and qualify for NPNS, and as a result are accounted for on an accrual basis of accounting. PECO, BGE, Pepco, DPL, and ACE have contracts to procure electric supply that are executed through a competitive procurement process. PECO, BGE, Pepco, DPL, and ACE have certain full requirements contracts, which are considered derivatives and qualify for NPNS, and as a result are accounted for on an accrual basis of accounting. Other full requirements contracts are not derivatives.

PECO, BGE, and DPL also have executed derivative natural gas contracts, which qualify for NPNS, to hedge their long-term price risk in the natural gas market. The hedging programs for natural gas procurement have no direct impact on their financial statements.

For additional information on these contracts, see Note 8 — Derivative Financial Instruments and Note 10 — Fair Value of Financial Assets and Liabilities of the Combined Notes to Consolidated Financial Statements.

The following table presents the maturity and source of fair value for Exelon’s and ComEd’s mark-to-market commodity contract net liabilities. These net liabilities are associated with ComEd’s floating-to-fixed energy swap contracts with unaffiliated suppliers. The table provides two fundamental pieces of information. First, the table provides the source of fair value used in determining the carrying amount of Exelon's and ComEd's total mark-to-market net liabilities. Second, the table shows the maturity, by year, of Exelon's and ComEd's commodity contract net liabilities giving an indication of when these mark-to-market amounts will settle and either generate or require cash. See Note 10 — Fair Value of Financial Assets and Liabilities of the Combined Notes to Consolidated Financial Statements for additional information regarding fair value measurements and the fair value hierarchy.


	Maturities Within												Total Fair Value
Commodity derivative contracts(a):	2025		2026		2027		2028		2029		2030 and Beyond
Prices based on model or other valuation methods (Level 3)	$	(10)	$	(20)	$	(20)	$	(20)	$	(19)	$	(39)	$	(128)

(a)Represents ComEd's net liabilities associated with the floating-to-fixed energy swap contracts with unaffiliated suppliers.

Item 4. CONTROLS AND PROCEDURES

During the third quarter of 2025, each of the Registrants' management, including its principal executive officer and principal financial officer, evaluated its disclosure controls and procedures related to the recording, processing, summarizing, and reporting of information in its periodic reports that it files with the SEC. These disclosure controls and procedures have been designed by the Registrants to ensure that (a) material information relating to that Registrant, including its consolidated subsidiaries, is accumulated and made known to that Registrant's management, including its principal executive officer and principal financial officer, by other employees of that Registrant and its subsidiaries as appropriate to allow timely decisions regarding required disclosure, and (b) this information is recorded, processed, summarized, evaluated, and reported, as applicable, within the time periods specified in the SEC’s rules and forms. Due to the inherent limitations of control systems, not all misstatements may be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls could be circumvented by the individual acts of some persons or by collusion of two or more people.

Accordingly, as of September 30, 2025, 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. The Registrants continually strive to improve their disclosure controls and procedures to enhance the quality of its financial reporting and to maintain dynamic systems that change as conditions warrant. There were no changes in internal control over financial reporting during the third quarter of 2025 that materially affected, or are reasonably likely to materially affect, any of the Registrants' internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Registrants are parties to various lawsuits and regulatory proceedings in the ordinary course of their respective businesses. For information regarding material lawsuits and proceedings, see (a) ITEM 3. LEGAL PROCEEDINGS of the 2024 Form 10-K, (b) Notes 3 — Regulatory Matters and 18 — Commitments and Contingencies of the 2024 Form 10-K, and (c) Notes 2 — Regulatory Matters and 11 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements in PART I, ITEM 1. FINANCIAL STATEMENTS of this Report. Such descriptions are incorporated herein by these references.

Item 1A. RISK FACTORS

Risks Related to All Registrants

At September 30, 2025, the Registrants' risk factors were consistent with the risk factors described in the Registrants' combined 2024 Form 10-K in ITEM 1A. RISK FACTORS.

Item 5. OTHER INFORMATION

All Registrants

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 September 30, 2025.

Item 6. EXHIBITS

Certain of the following exhibits are incorporated herein by reference under Rule 12b-32 of the Securities and Exchange Act of 1934, as amended. Certain other instruments which would otherwise be required to be listed below have not been so listed because such instruments do not authorize securities in an amount which exceeds 10% of the total assets of the applicable Registrant and its subsidiaries on a consolidated basis, and the applicable Registrant agrees to furnish a copy of any such instrument to the Commission upon request.

(4) Instruments Defining the Rights of Securities Holders, Including Indentures


PECO Energy Company
Exhibit No.	Description	Location
4-1	One Hundred and Twenty-Fifth Supplemental Indenture dated as of August 15, 2025 from PECO to U.S. Bank National Association, as trustee	File No. 000-16844, Form 8-K dated September 10, 2025, Exhibit 4.1

Certifications Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 filed by the following officers for the following companies:


Exelon Corporation
Exhibit No.			Description
31-1			Filed by Calvin G. Butler, Jr. for Exelon Corporation

31-2			Filed by Jeanne M. Jones for Exelon Corporation

Commonwealth Edison Company
Exhibit No.			Description
31-3			Filed by Gil C. Quiniones for Commonwealth Edison Company

31-4			Filed by Joshua S. Levin for Commonwealth Edison Company

PECO Energy Company
Exhibit No.			Description
31-5			Filed by David M. Vahos for PECO Energy Company

31-6			Filed by Marissa E. Humphrey for PECO Energy Company

Baltimore Gas and Electric Company
Exhibit No.			Description
31-7			Filed by Tamla A. Olivier for Baltimore Gas and Electric Company

31-8			Filed by Michael J. Cloyd for Baltimore Gas and Electric Company

Pepco Holdings LLC
Exhibit No.			Description
31-9			Filed by J. Tyler Anthony for Pepco Holdings LLC

31-10			Filed by Elizabeth Morgan Downs O'Donnell for Pepco Holdings LLC

Potomac Electric Power Company
Exhibit No.			Description
31-11			Filed by J. Tyler Anthony for Potomac Electric Power Company

31-12			Filed by Elizabeth Morgan Downs O'Donnell for Potomac Electric Power Company

Delmarva Power & Light Company
Exhibit No.			Description
31-13			Filed by J. Tyler Anthony for Delmarva Power & Light Company

31-14			Filed by Elizabeth Morgan Downs O'Donnell for Delmarva Power & Light Company

Atlantic City Electric Company
Exhibit No.			Description
31-15			Filed by J. Tyler Anthony for Atlantic City Electric Company

31-16			Filed by Elizabeth Morgan Downs O'Donnell for Atlantic City Electric Company

Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code (Sarbanes-Oxley Act of 2002) as to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 filed by the following officers for the following companies:


Exelon Corporation
Exhibit No.			Description
32-1			Filed by Calvin G. Butler, Jr. for Exelon Corporation

32-2			Filed by Jeanne M. Jones for Exelon Corporation

Commonwealth Edison Company
Exhibit No.			Description
32-3			Filed by Gil C. Quiniones for Commonwealth Edison Company

32-4			Filed by Joshua S. Levin for Commonwealth Edison Company

PECO Energy Company
Exhibit No.			Description
32-5			Filed by David M. Vahos for PECO Energy Company

32-6			Filed by Marissa E. Humphrey for PECO Energy Company

Baltimore Gas and Electric Company
Exhibit No.			Description
32-7			Filed by Tamla A. Olivier for Baltimore Gas and Electric Company

32-8			Filed by Michael J. Cloyd for Baltimore Gas and Electric Company

Pepco Holdings LLC
Exhibit No.			Description
32-9			Filed by J. Tyler Anthony for Pepco Holdings LLC

32-10			Filed by Elizabeth Morgan Downs O'Donnell for Pepco Holdings LLC

Potomac Electric Power Company
Exhibit No.			Description
32-11			Filed by J. Tyler Anthony for Potomac Electric Power Company

32-12			Filed by Elizabeth Morgan Downs O'Donnell for Potomac Electric Power Company

Delmarva Power & Light Company
Exhibit No.			Description
32-13			Filed by J. Tyler Anthony for Delmarva Power & Light Company

32-14			Filed by Elizabeth Morgan Downs O'Donnell for Delmarva Power & Light Company

Atlantic City Electric Company
Exhibit No.			Description
32-15			Filed by J. Tyler Anthony for Atlantic City Electric Company

32-16			Filed by Elizabeth Morgan Downs O'Donnell for Atlantic City Electric Company

101.INS			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH			Inline XBRL Taxonomy Extension Schema Document

101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB			Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document

104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES