false(800)(202)(410)(312)(202)(610)(215)(202)(202)--12-31FY201910 South Dearborn Street500 North Wakefield Drive2 Center Plaza440 South LaSalle Street500 North Wakefield Drive300 Exelon WayP.O. Box 8699701 Ninth Street, N.W.701 Ninth Street, N.W.P.O. Box 805379110 West Fayette Street2301 Market StreetChicagoNewarkBaltimoreChicagoNewarkKennett SquarePhiladelphiaWashington, District of ColumbiaWashington, District of Columbia60680-53791970221201-370860605-10281970219348-247319101-86992006820068ILDEMDILDEPAPA000110935700000081920000009466000002260600000278790001168165000007810000011359710000079732PANJMDILDEVAPAPADEDCVA483-3220872-2000234-5000394-4321872-2000765-5959841-4000872-2000872-2000Common Stock, without par valueCumulative Preferred Security, Series D,NasdaqNYSEEXCEXC/2850505000050000000025000000025000000030000000670000000.050.020.0650.0540.01650.00650.0857600000021400000012.380.7810.720.831110111010910917417414121801802591.200.861.230.9100001300000001470000007000000700000018000000180000007000000700000070000007000000700000078000000011500000020500000041000000012000000049000000021040000001509000000223000000022300000019100000001910000000.00750.0075000000000000000000000000000000000000000000012000000570000001300000058700000056000000027000000629000000604000000250000001.000.820.500143000000300000065000001900000460000068104510000000.067500000000.050.5500500500790000008300000028300000018000000160000006100000012000000103000000530000005000000020000000243000000130000001200000059000000110000008000000055000000370000001300000036000000100000040000002000000010000001000000800000030000001000000480000005000000500000020000000400000007000000160000007000000966200000010005000000300000010504000000478000000479000000580000008900000022000000112000000755000000770000008640000008400000090000001500000007250000001893000000890000000897000000233000000110000000289000000179000000570000007500000050000000900000001.311.381.4500.000000.00003.0012.502.250.013.0012.502.250.01200000000025000000025000000010005000000002000000002000000000200000000025000000250000000500000000200000000200000000096800000090000001270000001000170000000100973000000900000012700000017000000000000000000000000012695000000144000000133530000001630000002130000004600000000.05500.05000.05000.05000.05000.05002.770.080.100.042.360.070.080.031432000000724000000470000001030000004400000011200000041800000098200000036700000026400000057000000224000000760000001630000005510000002140000004430000005580000005600000024900000045000000301000000440000002000000571000000400000000000000110000001640000000.50010690000000030000003000000400000040000003000000300000000001200000000000220000003800000041000000866000000046080000004005000000198300000019830000000690000000.010.010.001100000011000000250000000046000000015000000000000000000000000000000310000005 years5 years30 years3 years30 years3 years30 years3 years5 years5 years30 years3 years2 years2 years3 years3 years1 years1 years13 years1 yearsP6YP1YP86YP1YP5YP1YP12YP1YP36YP1YP14YP1YP12YP1YP12YP1YP86YP1Y79 years5 years5 years1 years50 years5 years5 years5 years79 years1 yearsP2YP1YP23YP23YP17YP1YP13YP12YP32YP1YP83YP1YP13YP1YP6YP1YP83YP1YP1Y7720000007770000000.010750.000750.0100.010750.000750.010750.000750.012750.002750.00900.010750.000750.012750.00275250000001300000940000005110000000.499996000000664000000P10Y1M6DP4Y8M12DP5Y4M24DP4Y7M6DP9Y8M12DP10Y7M6DP4Y4M24DP9YP9Y9M18D02031-12-312026-12-312030-12-312029-12-312031-12-312028-12-312028-12-312025-12-3105150000001200000007700000032000000530000004000000006200000081000000020000007999792799979100000085000015000000600000010000000000000000000087000000902000000P65YP15YP5YP13YP50YP75YP80YP50YP4YP5YP5YP20YP80YP50YP5YP34YP75YP70YP75YP50YP5YP5YP5YP8YP56YP8YP10YP1YP1YP1YP50YP65YP70YP5YP5YP5YP50YP75YP75YP75YP50YP5YP5YP5YP3YP75YP50YP5YP33YP75YP56YP80YP80YP8YP50YP4YP1YP5YP5YP1YP1Y240000004000000100000001330000005690000009000000900000032000000127000000523000000900000060000007000000700000050000005000000339000000628000000176000000250000000539000000216000000P3Y00000001190000001052000000001240000001075000000002034-12-312034-12-312000000200000020000002000000169000000126000000430000003170000002700000004700000020400000002040000000000000000000000000000000000000000000000100000000411000000005000000300000022300000002230000000001069000000597000000472000000107900000063600000044300000025900000037000000222000000260000000330000002270000000.900.310.511.001.000.90<div class="ac0"><div class="ac2"><font class="ac3">The Registrants have an ongoing severance plan under which, in general, the longer an employee worked prior to termination the greater the amount of severance benefits. The Registrants record a liability and expense or regulatory asset for severance once terminations are probable of occurrence and the related severance benefits can be reasonably estimated. For severance benefits that are incremental to its ongoing severance plan (&#8220;one-time termination benefits&#8221;), the Registrants measure the obligation and record the expense at fair value at the communication date if there are no future service requirements, or, if future service is required to receive the termination benefit, ratably over the required service period.</font></div><div class="ac2"><font class="ac4">Severance Liability</font></div><div class="ac5"><font class="ac6">Amounts included in the table below represent the severance liability recorded for employees of each Registrant. Exelon's severance liability includes amounts related to BSC that are billed through intercompany allocations</font><font class="ac7">.</font></div><div class="ac8"><div class="ac9"><table class="aca"><tr><td colspan="18"></td></tr><tr><td class="acb"></td><td class="acc"></td><td class="acd"></td><td class="ace"></td><td class="acd"></td><td class="acf"></td><td class="acd"></td><td class="acf"></td><td class="acd"></td><td class="acf"></td><td class="acd"></td><td class="acf"></td><td class="acd"></td><td class="acf"></td><td class="acd"></td><td class="acf"></td><td class="acd"></td><td class="acf"></td></tr><tr><td class="acg"><div class="ach"><font class="aci">Severance Liability</font></div></td><td class="acj"><div class="ack"><font class="acl">Exelon</font></div></td><td class="acg"><div class="acm"><font class="acn">&#160;</font></div></td><td class="acj"><div class="ack"><font class="acl">Generation</font></div></td><td class="acg"><div class="acm"><font class="acn">&#160;</font></div></td><td class="acj"><div class="ack"><font class="acl">ComEd</font></div></td><td class="acg"><div class="acm"><font class="acn">&#160;</font></div></td><td class="acj"><div class="ack"><font class="acl">PECO</font></div></td><td class="acg"><div class="acm"><font class="acn">&#160;</font></div></td><td class="acj"><div class="ack"><font class="acl">BGE</font></div></td><td class="acg"><div class="acm"><font class="acn">&#160;</font></div></td><td class="acj"><div class="ack"><font class="acl">PHI</font></div></td><td class="acg"><div class="acm"><font class="acn">&#160;</font></div></td><td class="acj"><div class="ack"><font class="acl">Pepco</font></div></td><td class="acg"><div class="acm"><font class="acn">&#160;</font></div></td><td class="acj"><div class="ack"><font class="acl">DPL</font></div></td><td class="acg"><div class="acm"><font class="acn">&#160;</font></div></td><td class="acj"><div class="ack"><font class="acl">ACE</font></div></td></tr></table></div></div><div class="aco"><font class="ac7">__________</font></div><table class="acp"><tr><td class="acq"></td><td></td></tr><tr><td class="acr"><div class="acs"><font class="act">(a)</font></div></td><td class="acu"><div class="acv"><font class="act">Includes salary continuance and health and welfare severance benefits.</font></div></td></tr></table></div><div class="ac0"><div class="ac5"><font class="ac6">Amounts included in the table below represent the severance liability recorded for employees of each Registrant. Exelon's severance liability includes amounts related to BSC that are billed through intercompany allocations</font><font class="ac7">.</font></div><div class="ac8"><div class="ac9"><table class="aca"><tr><td colspan="18"></td></tr><tr><td class="acb"></td><td class="acc"></td><td class="acd"></td><td class="ace"></td><td class="acd"></td><td class="acf"></td><td class="acd"></td><td class="acf"></td><td class="acd"></td><td class="acf"></td><td class="acd"></td><td class="acf"></td><td class="acd"></td><td class="acf"></td><td class="acd"></td><td class="acf"></td><td class="acd"></td><td class="acf"></td></tr><tr><td class="acg"><div class="ach"><font class="aci">Severance Liability</font></div></td><td class="acj"><div class="ack"><font class="acl">Exelon</font></div></td><td class="acg"><div class="acm"><font class="acn">&#160;</font></div></td><td class="acj"><div class="ack"><font class="acl">Generation</font></div></td><td class="acg"><div class="acm"><font class="acn">&#160;</font></div></td><td class="acj"><div class="ack"><font class="acl">ComEd</font></div></td><td class="acg"><div class="acm"><font class="acn">&#160;</font></div></td><td class="acj"><div class="ack"><font class="acl">PECO</font></div></td><td class="acg"><div class="acm"><font class="acn">&#160;</font></div></td><td class="acj"><div class="ack"><font class="acl">BGE</font></div></td><td class="acg"><div class="acm"><font class="acn">&#160;</font></div></td><td class="acj"><div class="ack"><font class="acl">PHI</font></div></td><td class="acg"><div class="acm"><font class="acn">&#160;</font></div></td><td class="acj"><div class="ack"><font class="acl">Pepco</font></div></td><td class="acg"><div class="acm"><font class="acn">&#160;</font></div></td><td class="acj"><div class="ack"><font class="acl">DPL</font></div></td><td class="acg"><div class="acm"><font class="acn">&#160;</font></div></td><td class="acj"><div class="ack"><font class="acl">ACE</font></div></td></tr></table></div></div><div class="aco"><font class="ac7">__________</font></div><table class="acp"><tr><td class="acq"></td><td></td></tr><tr><td class="acr"><div class="acs"><font class="act">(a)</font></div></td><td class="acu"><div class="acv"><font class="act">Includes salary continuance and health and welfare severance benefits. </font></div></td></tr></table></div> 0001109357 us-gaap:IntersegmentEliminationMember us-gaap:CorporateAndOtherMember 2019-01-01 2019-12-31 0001109357 exc:CommonElectricAndGasTAndDEquipmentMember 2019-12-31 0001109357 us-gaap:HedgeFundsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2018-12-31 0001109357 exc:PepcoHoldingsLLCMember us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-12-31 0001109357 exc:ExelonGenerationCoLLCMember exc:ProprietaryTradingMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0001109357 exc:OtherLegalEntitiesMember exc:PepcoHoldingsLLCAffiliateMember 2018-12-31
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 20182019
or
¨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
     
1-16169001-16169 EXELON CORPORATION 23-2990190
  (a Pennsylvania corporation)

10 South Dearborn Street

P.O. Box 805379

Chicago, Illinois 60680-5379

(800) 483-3220
  
     
333-85496 EXELON GENERATION COMPANY, LLC 23-3064219
  (a Pennsylvania limited liability company)

300 Exelon Way

Kennett Square, Pennsylvania 19348-2473

(610) 765-5959
  
     
1-1839001-01839 COMMONWEALTH EDISON COMPANY 36-0938600
  (an Illinois corporation)

440 South LaSalle Street

Chicago, Illinois 60605-1028

(312) 394-4321
  
     
000-16844 PECO ENERGY COMPANY 23-0970240
  (a Pennsylvania corporation)

P.O. Box 8699

2301 Market Street

Philadelphia, Pennsylvania 19101-8699

(215) 841-4000
  
     
1-1910001-01910 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

(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

(202) 872-2000
  
     
001-01405 DELMARVA POWER & LIGHT COMPANY 51-0084283
  (a Delaware and Virginia corporation)

500 North Wakefield Drive

Newark, Delaware 19702

(202) 872-2000
  
     
001-03559 ATLANTIC CITY ELECTRIC COMPANY 21-0398280
  (a New Jersey corporation)

500 North Wakefield Drive

Newark, Delaware 19702

(202) 872-2000
  

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Classeach classTrading Symbol(s) Name of Each Exchangeeach exchange on Which Registeredwhich registered
EXELON CORPORATION:  
Common Stock, without par value New York and Chicago
Series A Junior Subordinated DebenturesEXC New YorkThe Nasdaq Stock Market LLC
Corporate Units New York
PECO ENERGY COMPANY:  
Trust Receipts of PECO Energy Capital Trust III, each representing a 7.38% Cumulative Preferred Security, Series D, $25 stated value, issued by PECO Energy Capital, L.P. and unconditionally guaranteed by PECO Energy Company EXC/28New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class
COMMONWEALTH EDISON COMPANY:
Common Stock Purchase Warrants 1971(1971 Warrants and Series B Warrants
POTOMAC ELECTRIC POWER COMPANY:
Common Stock, $0.01 par value
DELMARVA POWER & LIGHT COMPANY:
Common Stock, $2.25 par value
ATLANTIC CITY ELECTRIC COMPANY:
Common Stock, $3.00 par valueWarrants)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Exelon Corporation
Yes
x 
Noo
Exelon Generation Company, LLC
Yesx
 
Noo
x
Commonwealth Edison Company
Yesx
 
Noo
x
PECO Energy Company
Yesx
 
Noo
x
Baltimore Gas and Electric Company
Yesx
 
Noo
x
Pepco Holdings LLC
Yesx
 
Noo
x
Potomac Electric Power Company
Yeso
 
No
x
Delmarva Power & Light Company
Yeso
 
No
x
Atlantic City Electric Company
Yeso
 
No
x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Exelon Corporation
Yeso
 
No
x
Exelon Generation Company, LLC
Yeso
 
No
x
Commonwealth Edison Company
Yeso
 
No
x
PECO Energy Company
Yeso
 
No
x
Baltimore Gas and Electric Company
Yeso
 
No
x
Pepco Holdings LLC
Yeso
 
No
x
Potomac Electric Power Company
Yeso
 
No
x
Delmarva Power & Light Company
Yeso
 
No
x
Atlantic City Electric Company
Yeso
 
No
x
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.    Yesý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted 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).    Yesý    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ý
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 CorporationLarge Accelerated FilerxAccelerated FilerNon-accelerated FilerSmaller Reporting CompanyEmerging Growth Company
Exelon Corporationx
Exelon Generation Company, LLCLarge Accelerated FilerAccelerated FilerNon-accelerated FilerxSmaller Reporting CompanyEmerging Growth Company
Commonwealth Edison CompanyLarge Accelerated FilerAccelerated FilerNon-accelerated FilerxSmaller Reporting CompanyEmerging Growth Company
PECO Energy CompanyLarge Accelerated FilerAccelerated FilerNon-accelerated FilerxSmaller Reporting CompanyEmerging Growth Company
Baltimore Gas and Electric CompanyLarge Accelerated FilerAccelerated FilerNon-accelerated FilerxSmaller Reporting CompanyEmerging Growth Company
Pepco Holdings LLCLarge Accelerated FilerAccelerated FilerNon-accelerated FilerxSmaller Reporting CompanyEmerging Growth Company
Potomac Electric Power CompanyLarge Accelerated FilerAccelerated FilerNon-accelerated FilerxSmaller Reporting CompanyEmerging Growth Company
Delmarva Power & Light CompanyLarge Accelerated FilerAccelerated FilerNon-accelerated FilerxSmaller Reporting CompanyEmerging Growth Company
Atlantic City Electric CompanyLarge Accelerated FilerAccelerated FilerNon-accelerated FilerxSmaller Reporting CompanyEmerging 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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes  o  No  x
The estimated aggregate market value of the voting and non-voting common equity held by nonaffiliates of each registrant as of June 30, 20182019 was as follows:
Exelon Corporation Common Stock, without par value $41,118,095,43146,542,193,363
Exelon Generation Company, LLC Not applicable
Commonwealth Edison Company Common Stock, $12.50 par value No established market
PECO Energy Company Common Stock, without par value None
Baltimore Gas and Electric Company, without par value None
Pepco Holdings LLC Not applicable
Potomac Electric Power Company None
Delmarva Power & Light Company None
Atlantic City Electric Company None
The number of shares outstanding of each registrant’s common stock as of January 31, 20192020 was as follows:
Exelon Corporation Common Stock, without par value  969,745,933974,319,565
Exelon Generation Company, LLC  Not applicable
Commonwealth Edison Company Common Stock, $12.50 par value  127,021,331127,021,349
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

Documents Incorporated by Reference

Portions of the Exelon Proxy Statement for the 2019 Annual Meeting of
Shareholders and the Commonwealth Edison Company 2019 Information Statement are
incorporated by reference in Part III.


Exelon Generation Company, LLC, PECO Energy Company, Baltimore Gas and Electric Company, Pepco Holdings LLC, Potomac Electric Power Company, Delmarva Power & Light Company and Atlantic City Electric Company meet the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and are therefore filing this Form in the reduced disclosure format.




TABLE OF CONTENTS
 Page No.
   
  
 
 
 
 
 
 
RISK FACTORS
PROPERTIES
Exelon Generation Company, LLC
Commonwealth Edison Company
PECO Energy Company
Baltimore Gas and Electric Company
Potomac Electric Power Company
Delmarva Power & Light Company
Atlantic City Electric Company
ITEM 3.LEGAL PROCEEDINGS
ITEM 4.MINE SAFETY DISCLOSURES
PART II  
 
 
 
 
 
 
 
 
 

 Page No.
 
 
 
 
 
 Liquidity Considerations
 Other Key Business Drivers and Management Strategies
Critical Accounting Policies and Estimates
 Results of Operations
 Exelon Generation
 Commonwealth Edison
 PECO Energy Company
 Baltimore Gas and Electric Company
Pepco Holdings LLC
Potomac Electric Power Company
Delmarva Power & Light Company
Atlantic City Electric Company
Liquidity and Capital Resources
Contractual Obligations and Off-Balance Sheet Arrangements
 
 
 
 
 
 
 
 
 

 Page No.
 
 
 
 
 
 Pepco Holdings LLC
 Potomac Electric Power Company
Delmarva Power & Light Company
Atlantic City Electric Company
 Combined Notes to Consolidated Financial Statements
 1. Significant Accounting Policies
 2. Variable Interest Entities
 3. Revenue from Contracts with Customers
 4. Regulatory Matters
 5. Mergers, Acquisitions and Dispositions
 6. Property, Plant and Equipment
 7. Impairment of Long-Lived Assets
 8. Early Plant Retirements
9. Jointly Owned Electric Utility Plant
10. Intangible Assets
 11. Fair Value of Financial Assets
 12. Derivative Financial Instruments
 13. Debt and Credit Agreements
 14. Income Taxes
15. Asset Retirement Obligations
16. Retirement Benefits
17. Severance
18. Shareholders' Equity
19. Stock-Based Compensation Plans
20. Earnings Per Share
21. Changes in Accumulated Other Comprehensive Income
 
 
 
 
26. Quarterly Data
27. Subsequent Events
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
OTHER INFORMATION

 Page No.
  
EXECUTIVE COMPENSATION
  
ITEM 16.FORM 10-K SUMMARY
 
 
 
 
 
 
 
 
 



GLOSSARY OF TERMS AND ABBREVIATIONS
Exelon Corporation and Related Entities
Exelon Exelon Corporation
Generation Exelon Generation Company, LLC
ComEd Commonwealth Edison Company
PECO PECO Energy Company
BGE Baltimore Gas and Electric Company
Pepco Holdings or PHI  Pepco Holdings LLC (formerly Pepco Holdings, Inc.)
Pepco  Potomac Electric Power Company
DPL  Delmarva Power & Light Company
ACE  Atlantic City Electric Company
Registrants Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE, collectively
Utility Registrants ComEd, PECO, BGE, Pepco, DPL and ACE, collectively
Legacy PHI PHI, Pepco, DPL, ACE, PES and PCI collectively
ACE Funding or ATF  Atlantic City Electric Transition Funding LLC
Antelope Valley Antelope Valley Solar Ranch One
BondCo RSB BondCo LLC
BSC Exelon Business Services Company, LLC
CENG Constellation Energy Nuclear Group, LLC
Constellation Constellation Energy Group, Inc.
EEDC Exelon Energy Delivery Company, LLC
EGR IV ExGen Renewables IV, LLC
EGRP ExGen Renewables Partners, LLC
EGTP ExGen Texas Power, LLC
Entergy Entergy Nuclear FitzPatrick, LLC
Exelon Corporate Exelon in its corporate capacity as a holding company
Exelon Transmission Company Exelon Transmission Company, LLC
Exelon Wind Exelon Wind, LLC and Exelon Generation Acquisition Company, LLC
FitzPatrick James A. FitzPatrick nuclear generating station
GinnaR. E. Ginna nuclear generating station
PCI  Potomac Capital Investment Corporation and its subsidiaries
PEC L.P. PECO Energy Capital, L.P.
PECO Trust III PECO Capital Trust III
PECO Trust IV PECO Energy Capital Trust IV
Pepco Energy Services or PES  Pepco Energy Services, Inc. and its subsidiaries
PHI Corporate PHI in its corporate capacity as a holding company
PHISCO PHI Service Company
RPG Renewable Power Generation
SolGen SolGen, LLC
TMI Three Mile Island nuclear facility
UII Unicom Investments, Inc.




 


GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations  
AEC Alternative Energy Credit that is issued for each megawatt hour of generation from a qualified alternative energy source
AESO Alberta Electric Systems Operator
AFUDC Allowance for Funds Used During Construction
AGE Albany Green Energy Project
AMI Advanced Metering Infrastructure
AMP Advanced Metering Program
AOCI Accumulated Other Comprehensive Income (Loss)
ARC Asset Retirement Cost
ARO Asset Retirement Obligation
ARP Alternative Revenue Program
ASA Asset Sale Agreement
BGS  Basic Generation Service
CAISO California ISO
CAP Customer Assistance Program
CCGTs Combined-Cycle gas turbines
CERCLA Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended
CES Clean Energy Standard
Clean Air Act Clean Air Act of 1963, as amended
Clean Water Act Federal Water Pollution Control Amendments of 1972, as amended
CODMChief Operating Decision Maker
Conectiv  Conectiv, LLC, a wholly owned subsidiary of PHI and the parent of DPL and ACE during the Predecessor periods
Conectiv Energy  Conectiv Energy Holdings, Inc. and substantially all of its subsidiaries, which were sold to Calpine in July 2010
ConEdison Solutions The competitive retail electricity and natural gas business of Consolidated Edison Solutions, Inc., a subsidiary of Consolidated Edison, Inc
CSAPR Cross-State Air Pollution Rule
CTA  Consolidated tax adjustment
D.C. Circuit Court United States Court of Appeals for the District of Columbia Circuit
DC PLUG District of Columbia Power Line Undergrounding Initiative
DCPSC  District of Columbia Public Service Commission
DDOT District Department of Transportation
DOE United States Department of Energy
DOEE Department of Energy & Environment
DOJ United States Department of Justice
DPSC  Delaware Public Service Commission
DSP Default Service Provider
DSP Program Default Service Provider Program
EDF Electricite de France SA and its subsidiaries
EIMA Energy Infrastructure Modernization Act (Illinois Senate Bill 1652 and Illinois House Bill 3036)
EmPower  A Maryland demand-side management program for Pepco and DPL
EPAUnited States Environmental Protection Agency


GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations  
EPAUnited States Environmental Protection Agency
EPSA Electric Power Supply Association
ERCOT Electric Reliability Council of Texas
ERISA Employee Retirement Income Security Act of 1974, as amended
EROA Expected Rate of Return on Assets
FASB Financial Accounting Standards Board
FEJA Illinois Public Act 99-0906 or Future Energy Jobs Act
FERC Federal Energy Regulatory Commission
FRCC Florida Reliability Coordinating Council
FRRFixed Resource Requirement
GAAP Generally Accepted Accounting Principles in the United States
GCR  Gas Cost Rate
GHG Greenhouse Gas
GSA Generation Supply Adjustment
GWh Gigawatt hour
IBEW International Brotherhood of Electrical Workers
ICC Illinois Commerce Commission
ICE Intercontinental Exchange
IIP Infrastructure Investment Program
Illinois EPA Illinois Environmental Protection Agency
Illinois Settlement Legislation Legislation enacted in 2007 affecting electric utilities in Illinois
Integrys Integrys Energy Services, Inc.
IPA Illinois Power Agency
IRC Internal Revenue Code
IRS Internal Revenue Service
ISO Independent System Operator
ISO-NE ISO New England Inc.
ISO-NYNYISO ISO New York ISO
kV Kilovolt
kW Kilowatt
kWh Kilowatt-hour
LIBOR London Interbank Offered Rate
LLRW Low-Level Radioactive Waste
LNG Liquefied Natural Gas
LTIP Long-Term Incentive Plan
MAPP  Mid-Atlantic Power Pathway
MATS U.S. EPA Mercury and Air Toxics Rule
MBR Market Based Rates Incentive
MDE Maryland Department of the Environment
MDPSC Maryland Public Service Commission
MGP Manufactured Gas Plant
MISO Midcontinent Independent System Operator, Inc.
mmcfMillion Cubic Feet
Moody’sMoody’s Investor Service


GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations  
mmcfMillion Cubic Feet
Moody’sMoody’s Investor Service
MOPR Minimum Offer Price Rule
MRV Market-Related Value
MW Megawatt
MWh Megawatt hour
n.m. not meaningful
NAAQS National Ambient Air Quality Standards
NAV Net Asset Value
NDT Nuclear Decommissioning Trust
NEIL Nuclear Electric Insurance Limited
NERC North American Electric Reliability Corporation
NGS Natural Gas Supplier
NJBPU  New Jersey Board of Public Utilities
NJDEP New Jersey Department of Environmental Protection
NLRB National Labor Relations Board
Non-Regulatory Agreements Units Nuclear generating units or portions thereof whose decommissioning-related activities are not subject to contractual elimination under regulatory accounting
NOSA Nuclear Operating Services Agreement
NPDES National Pollutant Discharge Elimination System
NPNSNormal Purchase Normal Sale scope exception
NRC Nuclear Regulatory Commission
NSPS New Source Performance Standards
NWPA Nuclear Waste Policy Act of 1982
NYMEX New York Mercantile Exchange
NYPSC New York Public Service Commission
OCI Other Comprehensive Income
OIESO Ontario Independent Electricity System Operator
OPC  Office of People’s Counsel
OPEB Other Postretirement Employee Benefits
PA DEP Pennsylvania Department of Environmental Protection
PAPUC Pennsylvania Public Utility Commission
PCB Polychlorinated Biphenyl
PGC Purchased Gas Cost Clause
PG&EPacific Gas and Electric Company
PJM PJM Interconnection, LLC
POLR Provider of Last Resort
POR Purchase of Receivables
PPA Power Purchase Agreement
Price-Anderson Act Price-Anderson Nuclear Industries Indemnity Act of 1957
Preferred Stock  Originally issued shares of non-voting, non-convertible and non-transferable Series A preferred stock, par value $0.01 per share


GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
PRP Potentially Responsible Parties
PSEG Public Service Enterprise Group Incorporated
PV Photovoltaic
RCRA Resource Conservation and Recovery Act of 1976, as amended

GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
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 contractual elimination under regulatory accounting
RES Retail Electric Suppliers
RFP Request for Proposal
Rider Reconcilable Surcharge Recovery Mechanism
RGGI Regional Greenhouse Gas Initiative
RMC Risk Management Committee
RNF Revenue Net of Purchased Power and Fuel Expense
ROE  Return on equity
ROURight-of-use
RPM PJM Reliability Pricing Model
RPS Renewable Energy Portfolio Standards
RSSA Reliability Support Services Agreement
RTEP Regional Transmission Expansion Plan
RTO Regional Transmission Organization
S&P Standard & Poor’s Ratings Services
SEC United States Securities and Exchange Commission
SERC SERC Reliability Corporation (formerly Southeast Electric Reliability Council)
SGIG Smart Grid Investment Grant from DOE
SILO Sale-In, Lease-Out
SNF Spent Nuclear Fuel
SOS Standard Offer Service
SPFPA Security, Police and Fire Professionals of America
SPP Southwest Power Pool
TCJA 
Tax Cuts and Jobs Act


Transition Bond Charge  Revenue ACE receives, and pays to ACE Funding, to fund the principal and interest payments on Transition Bonds and related taxes, expenses and fees
Transition Bonds  Transition Bonds issued by ACE Funding
Upstream Natural gas and oil exploration and production activities
VIE Variable Interest Entity
WECC Western Electric Coordinating Council
ZEC Zero Emission Credit
ZES Zero Emission Standard


FILING FORMAT
This combined Annual Report on Form 10-K is being filed separately by Exelon Corporation, Exelon Generation Company, LLC, 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 the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from the forward-looking statements made by the Registrants include those factors discussed herein, including those factors discussed with respect to the Registrants discussed in (a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 22,18, Commitments and Contingencies; and (d) other factors discussed in filings with the SEC by the Registrants. Readers 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 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
ITEM 1.BUSINESS
General
Corporate Structure and Business and Other Information
Exelon incorporated in Pennsylvania in February 1999, is a utility services holding company engaged in the generation, delivery and marketing of energy through Generation inand the energy generation business,distribution and transmission businesses through ComEd, PECO, BGE, PHI, Pepco, DPL and ACE in the energy delivery businesses discussed below. Exelon’s principal executive offices are located at 10 South Dearborn Street, Chicago, Illinois 60603.ACE.
Name of Registrant  State/Jurisdiction and  Business  ServiceAddress of Principal
Year of IncorporationTerritoriesExecutive Offices
Exelon Generation
Company, LLC
 Pennsylvania (2000) 
Generation, physical delivery and marketing of power across multiple geographical regions through its customer-facing business, Constellation, which sells electricity to both wholesale and retail customers. Generation also sells natural gas, renewable energy and other energy-related products and services.


 SixFive reportable segments: Mid-Atlantic, Midwest, New England, New York, ERCOT and Other Power Regions
300 Exelon Way,
Kennett Square, Pennsylvania 19348
       
Commonwealth Edison Company Illinois (1913) Purchase and regulated retail sale of electricity Northern Illinois, including the City of Chicago
440 South LaSalle Street,
Chicago, Illinois 60605
    Transmission and distribution of electricity to retail customers  
PECO Energy Company Pennsylvania (1929) Purchase and regulated retail sale of electricity and natural gas Southeastern Pennsylvania, including the City of Philadelphia (electricity)
2301 Market Street,
Philadelphia, Pennsylvania 19103
    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 Maryland (1906) Purchase and regulated retail sale of electricity and natural gas Central Maryland, including the City of Baltimore (electricity and natural gas)
110 West Fayette Street,
Baltimore, Maryland 21201
    Transmission and distribution of electricity and distribution of natural gas to retail customers  
Pepco Holdings LLC Delaware (2016) Utility services holding company engaged, through its reportable segments Pepco, DPL and ACE Service Territories of Pepco, DPL and ACE701 Ninth Street, N.W.,
Washington, D.C. 20068
       
Potomac Electric 
Power Company
  
District of Columbia
(1896)
Virginia (1949)
  Purchase and regulated retail sale of electricity  District of Columbia and Major portions of Montgomery and Prince George’s Counties, Maryland
701 Ninth Street, N.W.,
Washington, D.C. 20068
    Transmission and distribution of electricity to retail customers  
Delmarva Power & Light Company 
Delaware (1909)
Virginia (1979)
 Purchase and regulated retail sale of electricity and natural gas Portions of Delaware and Maryland (electricity)
500 North Wakefield Drive,
Newark, Delaware 19702
    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 New Jersey (1924) Purchase and regulated retail sale of electricity Portions of Southern New Jersey
500 North Wakefield Drive,
Newark, Delaware 19702
    Transmission and distribution of electricity to retail customers  

Business Services
Through its business services subsidiary, BSC, Exelon provides its operating subsidiaries with a variety of corporate governance support services at cost, including corporate strategy and development, legal, human resources, financial, information technology finance, real estate, security, corporate communications and supply at cost. The costs of thesemanagement services. PHI also has a business services are directly charged or allocated to the applicable operating segments. The services are provided pursuant to service agreements. Additionally, the results of Exelon’s corporate operations include interest costs and income from various investment and financing activities.
subsidiary, PHISCO, a wholly owned subsidiary of PHI,which provides a variety of support services at cost, including legal, finance,accounting, engineering, customer operations, distribution and transmission planning, asset management, system operations, and power procurement, to PHI operating companies. The costs of BSC and its operating subsidiaries. These servicesPHISCO are directly charged or allocated pursuant to service agreements among PHISCOthe applicable subsidiaries. The results of Exelon’s corporate operations are presented as


“Other” within the consolidated financial statements and the participating operating subsidiaries.include intercompany eliminations unless otherwise disclosed.
Merger with Pepco Holdings, Inc. (Exelon)
On March 23, 2016, Exelon completed the merger contemplated by the Merger Agreement among Exelon, Purple Acquisition Corp., a wholly owned subsidiary of Exelon (Merger Sub) and PHI. As a result of that merger, Merger Sub was merged into PHI (the PHI Merger) with PHI surviving as a wholly owned subsidiary of Exelon and EEDC, a wholly owned subsidiary of Exelon which also owns Exelon's interests in ComEd, PECO and BGE (through a special purpose subsidiary in the case of BGE). Following the completion of the PHI Merger, Exelon and PHI completed a series of internal corporate organization restructuring transactions resulting in the transfer of PHI’s unregulated business interests to Exelon and Generation and the transfer of PHI, Pepco, DPL and ACE to a special purpose subsidiary of EEDC. See Note 5 — Mergers, Acquisitions and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information.
Generation
Generation, one of the largest competitive electric generation companies in the United States as measured by owned and contracted MW, physically delivers and markets power across multiple geographic regions through its customer-facing business, Constellation. Constellation sells electricity and natural gas, including renewable energy, in competitive energy markets to both wholesale and retail customers. Generation leverages its energy generation portfolio to ensure delivery of energy to both wholesale and retail customers under long-term and short-term contracts, and in wholesale power markets. Generation operates in well-developed energy markets and employs an integrated hedging strategy to manage commodity price volatility. Generation's fleet also provides geographic and supply source diversity. Generation’s customers include distribution utilities, municipalities, cooperatives, financial institutions, and commercial, industrial, governmental, and residential customers in competitive markets. Generation’s customer-facing activities foster development and delivery of other innovative energy-related products and services for its customers.
Generation is a public utility under the Federal Power Act and is subject to FERC’s exclusive ratemaking jurisdiction over wholesale sales of electricity and the transmission of electricity in interstate commerce. Under the Federal Power Act, FERC has the authority to grant or deny market-based rates for sales of energy, capacity and ancillary services to ensure that such sales are just and reasonable. FERC’s jurisdiction over ratemaking includes the authority to suspend the market-based rates of utilities and set cost-based rates should FERC find that its previous grant of market-based rates authority is no longer just and reasonable. Other matters subject to FERC jurisdiction include, but are not limited to, third-party financings; review of mergers; dispositions of jurisdictional facilities and acquisitions of securities of another public utility or an existing operational generating facility; affiliate transactions; intercompany financings and cash management arrangements; certain internal corporate reorganizations; and certain holding company acquisitions of public utility and holding company securities.
RTOs and ISOs exist in a number of regions to provide transmission service across multiple transmission systems. FERC has approved PJM, MISO, ISO-NE and SPP as RTOs and CAISO and ISO-NYNYISO as ISOs. These entities are responsible for regional planning, managing transmission congestion, developing wholesale markets for energy and capacity, maintaining reliability, market monitoring, the scheduling of physical power sales brokered through ICE and NYMEX and the elimination or reduction of redundant transmission charges imposed by multiple transmission providers when wholesale customers take transmission service across several transmission systems.

ERCOT is not subject to regulation by FERC but performs a similar function in Texas to that performed by RTOs in markets regulated by FERC.
Specific operations of Generation are also subject to the jurisdiction of various other Federal, state, regional and local agencies, including the NRC and Federal and state environmental protection agencies. Additionally, Generation is subject to NERC mandatory reliability standards, which protect the nation’s bulk power system against potential disruptions from cyber and physical security breaches.
CENGAcquisitions and Dispositions
Disposition of Oyster Creek.On July 1, 2019, Generation owns a 50.01% interest in CENG, a joint venturecompleted the sale with EDF. CENG is governed by a board of ten directors, five of which are appointed by GenerationHoltec International (Holtec) and five by EDF. CENG owns a total of five nuclear generating facilities on three sites, Calvert Cliffs, R.E. Ginna (Ginna) and Nine Mile Point. CENG’s ownership share in the total capacity of these units is 4,041 MW. See ITEM 2. PROPERTIES for additional information on these sites.
Generation and EDF entered into a Put Option Agreement on April 1, 2014, pursuant to which EDF has the option, exercisable beginning on January 1, 2016 and thereafter until June 30, 2022, to sell its 49.99% interest in CENG to Generation for a fair market value price determined by agreement of the parties, or absent agreement, a third-party arbitration process. The appraisers determining fair market value of EDF’s 49.99% interest in CENG under the Put Option Agreement are instructed to take into account all rights and obligations under the CENG Operating Agreement, including Generation’s rights with respect to any unpaid aggregate preferred distributions and the related return, and the value of Generation’s rights to other distributions. In addition, under limited circumstances, the period for exercise of the put option may be extended for 18 months. In order to exercise its option, EDF must give 60-days advance written notice to Generation stating that it is exercising its option. To date, EDF has not given notice to Generation that it is exercising its option.
Exelon and Generation record all assets, liabilities and EDF’s noncontrolling interests in CENG on a fully consolidated basis in Exelon’s and Generation’s Consolidated Balance Sheets. See Note 2 — Variable Interest Entities of the Combined Notes to Consolidated Financial Statements for additional information regarding the CENG consolidation.
Acquisitions
Handley Generating Station
On April 4, 2018, Generation acquired the Handley Generating Station in conjunction with the EGTP Chapter 11 proceedings for a total purchase price of $62 million. See EGTP in the Dispositions section below for additional information on EGTP's November 7, 2017 bankruptcy filing.
FitzPatrick
On March 31, 2017, Generation acquired the 838 MW single-unit FitzPatrick plant located in Scriba, New York from Entergy for a total purchase price consideration of $289 million, resulting in an after-tax bargain purchase gain of $233 million in 2017.
ConEdison Solutions
On September 1, 2016, Generation acquired ConEdison Solutions for a purchase price of $257 million, including net working capital of $204 million. The renewable energy, sustainable services and energy efficiency businesses of ConEdison were excluded from the transaction.
Integrys Energy Services, Inc.
On November 1, 2014, Generation acquired the competitive retail electric and natural gas business activities of Integrys Energy Group, Inc. through the purchase of all of the stock of itsindirect wholly owned subsidiary, Integrys Energy Services, Inc. (Integrys) for a purchase priceOyster Creek Environmental Protection, LLC (OCEP), of $332 million, including net working capital. TheOyster Creek located in Forked River, New Jersey, which permanently ceased generation and solar asset businesses of Integrys were excluded from the transaction.operations on September 17, 2018.

Dispositions
EGTP
Disposition of EGTP and Acquisition of Handley Generating Station. On November 7, 2017, EGTP and all of its wholly owned subsidiaries filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware. As a result of the bankruptcy filing, EGTP’s assets and liabilities were deconsolidated from Exelon and Generation's consolidated financial statements. The Chapter 11 bankruptcy proceedings were finalized on April 17, 2018, resulting in the ownership of EGTP assets (other than the Handley Generating Station) being transferred to EGTP's lenders.
Asset DispositionsOn April 4, 2018, Generation acquired the Handley Generating Station in conjunction with the EGTP Chapter 11 proceedings for a total purchase price of $62 million.
During 2015Acquisition of FitzPatrick. On March 31, 2017, Generation acquired the single-unit FitzPatrick plant located in Scriba, New York from Entergy for a total purchase price consideration of $289 million, resulting in an after-tax bargain purchase gain of $233 million in 2017.
Acquisition of ConEdison Solutions. On September 1, 2016, Generation acquired ConEdison Solutions for a purchase price of $257 million, including net working capital of $204 million. The renewable energy, sustainable services and 2014, Generation sold certain generating assets with total pre-tax proceedsenergy efficiency businesses of $1.8 billion (after-tax proceeds of approximately $1.4 billion). ProceedsConEdison were used primarily to finance a portion ofexcluded from the acquisition of PHI.transaction.
See Note 52 — Mergers, Acquisitions and Dispositions and Note 711Impairment of Long-Lived Assets and IntangiblesAsset Impairments of the Combined Notes to Consolidated Financial Statements for additional information on acquisitions and dispositions.
Generating Resources
At December 31, 2018,2019, the generating resources of Generation consisted of the following:
Type of CapacityMW
Owned generation assets(a)(b)
 
Nuclear19,71318,872

Fossil (primarily natural gas and oil)9,5479,665

       Renewable(c)
3,2033,057

Owned generation assets32,46331,594

Long-term power purchase contractsContracted generation(d)
5,1844,765

Total generating resources37,64736,359

__________
(a)See “Fuel” for sources of fuels used in electric generation.
(b)Net generation capacity is stated at proportionate ownership share. See ITEM 2. PROPERTIES—Generation for additional information.
(c)Includes wind, hydroelectric, solar and biomass generating assets.generation.
(d)Electric supply procured under site specific agreements.
Generation has sixfive reportable segments, Mid-Atlantic, Midwest, New England, New York, ERCOT and Other Power Regions,as described in the table below, representing the different geographical areas in which Generation’s generating resources are located and Generation's customer-facing activities are conducted.
Mid-Atlantic represents operations in the eastern half of PJM, which includes Pennsylvania, New Jersey, Maryland, Virginia, West Virginia, Delaware, the District of Columbia and parts of North Carolina (approximately 34% of capacity).
Midwest represents operations in the western half of PJM and the United States footprint of MISO, excluding MISO’s Southern Region (approximately 37% of capacity).
New England represents operations within ISO-NE (approximately 7% of capacity).
New York represents operations within ISO-NY (approximately 6% of capacity).
ERCOT represents operations within Electric Reliability Council of Texas (approximately 11% of capacity).
Other Power Regions represents Canada, South and West (approximately 5% of capacity).
Segment% of CapacityGeographical Area
Mid-Atlantic32%Eastern half of PJM, which includes Pennsylvania, New Jersey, Maryland, Virginia, West Virginia, Delaware, the District of Columbia and parts of North Carolina
Midwest38%Western half of PJM and the United States footprint of MISO, excluding MISO’s Southern Region
New York6%NYISO
ERCOT11%Electric Reliability Council of Texas
Other Power Regions13%New England, South, West and Canada

During the first quarter of 2019, due to a change in economics in our New England region, Generation is changing the way that information is reviewed by the CODM. The New England region will no longer be regularly reviewed as a separate region by the CODM nor will it be presented separately in any external information presented to third parties. Information for the New England region will be reviewed by the CODM as part of Other Power Regions. As a result, beginning in the first quarter of 2019, Generation will disclose five reportable segments consisting of Mid-Atlantic, Midwest, New York, ERCOT and Other Power Regions. See Note 24 - Segment Information of the Combined Notes to Consolidated Financial Statements for additional information.
Nuclear Facilities
Generation has ownership interests in fourteenthirteen nuclear generating stations currently in service, consisting of 2423 units with an aggregate of 19,71318,872 MW of capacity. Generation wholly owns all of its nuclear generating stations, except for undivided ownership interests in three jointly-owned nuclear stations: Quad Cities (75% ownership), Peach Bottom (50% ownership), and Salem (42.59% ownership), which are consolidated in Exelon’s and Generation's financial statements relative to its proportionate ownership interest in each unit, and a 50.01% membership interest in CENG, a joint venture with EDF, which wholly owns the Calvert Cliffs and Ginna nuclear stations and Nine Mile Point [excluding Long Island Power Authority's 18%Unit 1, in addition to an 82% undivided ownership interest in Nine Mile Point Unit 2] and Ginna nuclear stations.2. CENG is 100% consolidated in Exelon's and Generation’sGeneration's financial statements.
Generation and EDF entered into a Put Option Agreement on April 1, 2014, pursuant to which EDF has an option to sell its 49.99% equity interest in CENG to Generation. The put option became exercisable on January 1, 2016 and may be exercised any time until June 30, 2022. On November 20, 2019, Generation received notice of EDF’s intention to exercise the put option and sell its ownership share in CENG to Generation. Under the terms of the Put Option Agreement, the purchase price is to be determined by agreement of the parties, or absent such agreement, by a third-party arbitration process. The transaction will require approval of the NYPSC, the FERC and the NRC. The process and regulatory approvals could take one to two years or more to complete.
See ITEM 2. PROPERTIES for additional information on Generation's nuclear facilities and Note 22 — Variable Interest Entities of the Combined Notes to Consolidated Financial Statements for additional information regarding the CENG consolidation.
Generation’s nuclear generating stations are all operated by Generation, with the exception of the two units at Salem, which are operated by PSEG Nuclear, LLC (PSEG Nuclear), an indirect, wholly owned subsidiary of PSEG. In 2019, 2018 2017 and 20162017 electric supply (in GWh) generated from the nuclear generating facilities was 68%64%, 69%68% and 67%69%, respectively, of Generation’s total electric supply, which also includes fossil, hydroelectric and renewable generation and electric supply purchased for resale. Generation’s wholesale and retail power marketing activities are, in part, supplied by the output from the nuclear generating stations. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS for additional information of Generation’s electric supply sources.
Nuclear Operations
Capacity factors, which are significantly affected by the number and duration of refueling and non-refueling outages, can have a significant impact on Generation’s results of operations. Generation’s operations from its nuclear plants have historically had minimal environmental impact and the plants have a safe operating history.
During 2019, 2018 2017 and 2016,2017, the nuclear generating facilities operated by Generation achieved capacity factors of 94.6%95.7%, 94.1%94.6% and 94.6%94.1%, respectively. The capacity factors reflect ownership percentage of stations operated by Generation and include CENG.Generation. Generation manages its scheduled refueling outages to minimize their duration and to maintain high nuclear generating capacity factors, resulting in a stable generation base for Generation’s wholesale and retail power marketing activities. During scheduled refueling outages, Generation performs maintenance and equipment upgrades in order to minimize the occurrence of unplanned outages and to maintain safe, reliable operations.
In addition to the maintenance and equipment upgrades performed by Generation during scheduled refueling outages, Generation has extensive operating and security procedures in place to ensure the safe operation of the nuclear units. Generation also has extensive safety systems in place to protect the plant, personnel and surrounding area in the unlikely event of an accident or other incident.
Regulation of Nuclear Power Generation
Generation is subject to the jurisdiction of the NRC with respect to the operation of its nuclear generating stations, including the licensing for operation of each unit. The NRC subjects nuclear generating stations to continuing review and regulation covering, among other things, operations, maintenance, emergency planning, security and environmental and radiological aspects of those stations. As part of its reactor oversight process, the NRC continuously assesses unit performance indicators and inspection results and communicates its assessment on a semi-annual basis. All nuclear generating stations operated by Generation except for Peach Bottom Units 2 and 3, are categorized by the NRC in the Licensee Response Column, which is the highest of five performance bands. As of January 29, 2019, the NRC categorized Peach Bottom Units 2 and 3 in the Regulatory Response Column, which is the second highest of five performance bands. The NRC may modify, suspend or revoke operating licenses and impose civil penalties for failure to comply with the Atomic Energy Act, the regulations


under such Act or the

terms of the operating licenses. Changes in regulations by the NRC may require a substantial increase in capital expenditures and/or operating costs for nuclear generating facilities.
Licenses
Generation has original 40-year operating licenses from the NRC for each of its nuclear units and has received 20-year operating license renewals from the NRC for all its nuclear units except Clinton. Additionally, PSEG has received 20-year operating license renewals for Salem Units 1 and 2.
The following table summarizes the current license expiration dates for Generation’s operating nuclear facilities in service:
StationUnit 
In-Service
Date(a)
 
Current License
Expiration
Unit 
In-Service
Date(a)
 
Current License
Expiration
Braidwood1
 1988 20461
 1988 2046
2
 1988 20472
 1988 2047
Byron1
 1985 20441
 1985 2044
2
 1987 20462
 1987 2046
Calvert Cliffs1
 1975 20341
 1975 2034
2
 1977 20362
 1977 2036
Clinton(b)
1
 1987 20261
 1987 2027
Dresden2
 1970 20292
 1970 2029
3
 1971 20313
 1971 2031
FitzPatrick1
 1974 20341
 1974 2034
LaSalle1
 1984 20421
 1984 2042
2
 1984 20432
 1984 2043
Limerick1
 1986 20441
 1986 2044
2
 1990 20492
 1990 2049
Nine Mile Point1
 1969 20291
 1969 2029
2
 1988 20462
 1988 2046
Peach Bottom(c)
2
 1974 20332
 1974 2033
3
 1974 20343
 1974 2034
Quad Cities1
 1973 20321
 1973 2032
2
 1973 20322
 1973 2032
Ginna1
 1970 20291
 1970 2029
Salem1
 1977 20361
 1977 2036
2
 1981 20402
 1981 2040
Three Mile Island(d)
1
 1974 2034
__________
(a)Denotes year in which nuclear unit began commercial operations.
(b)Although timing has been delayed, Generation currently plans to seek license renewal for Clinton and has advisednotified the NRC that any license renewal application would not be filed until the first quarter of 2021.2024. In 2019, the NRC approved a change of the operating license expiration for Clinton from 2026 to 2027.
(c)On July 10, 2018, Generation submitted a second 20-year license renewal application to NRC for Peach Bottom Units 2 and 3.
(d)On May 30, 2017, Exelon announced that Generation will permanently cease generation operations at TMI on or about September 30, 2019 and has notified the NRC. See Note 8 — Early Plant Retirements3 - Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
The operating license renewal process takes approximately four to five years from the commencement of the renewal process, which includes approximately two years for Generation to develop the application and approximately two years for the NRC to review the application. To date, each granted license renewal has been for 20 years beyond the original operating license expiration. Depreciation provisions are based on the estimated useful lives of the

stations, which reflect the actualfirst renewal of the operating licenses for all of Generation’s operating nuclear generating stations except for TMIClinton and Clinton. Beginning in 2017, TMI depreciation provisions are based on its 2019 expected shutdown date. Beginning in 2016,Peach Bottom. Clinton depreciation provisions are based on an estimated useful life of 2027 which is the last year of the Illinois Zero Emissions Standard.ZES. Peach Bottom depreciation provisions are based on estimated


useful life of 2053 and 2054 for Unit 2 and Unit 3, respectively, which reflects the anticipated second renewal of its operating licenses. See Note 4 -3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on FEJA and Note 86 — Early Plant Retirements of the Combined Notes to Consolidated Financial Statements for additional information on early retirements.
Nuclear Waste Storage and Disposal
There are no facilities for the reprocessing or permanent disposal of SNF currently in operation in the United States, nor has the NRC licensed any such facilities. Generation currently stores all SNF generated by its nuclear generating facilities on-site in storage pools or in dry cask storage facilities. Since Generation’s SNF storage pools generally do not have sufficient storage capacity for the life of the respective plant, Generation has developed dry cask storage facilities to support operations.
As of December 31, 2018,2019, Generation had approximately 87,10084,700 SNF assemblies (21,400(21,000 tons) stored on site in SNF pools or dry cask storage which includes SNF assemblies at Zion Station, for which Generation retains ownership even though the responsibility for decommissioning Zion Station has been assumed by another party, and Oyster Creek,TMI, which is no longer operational. See the Decommissioning section below for additional information regarding Zion Station and Oyster Creek.Station. All currently operating Generation-owned nuclear sites have on-site dry cask storage, except for TMI, where suchstorage. TMI's on-site dry cask storage is projected to be in operation in 2021. On-site dry cask storage in concert with on-site storage pools will be capable of meeting all current and future SNF storage requirements at Generation’s sites through the end of the license renewal periods and through decommissioning.
For a discussion of matters associated with Generation’s contracts with the DOE for the disposal of SNF, see Note 2218 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements.
As a by-product of their operations, nuclear generating units produce LLRW. LLRW is accumulated at each generating station and permanently disposed of at licensed disposal facilities. The Federal Low-Level Radioactive Waste Policy Act of 1980 provides that states may enter into agreements to provide regional disposal facilities for LLRW and restrict use of those facilities to waste generated within the region. Illinois and Kentucky have entered into such an agreement, although neither state currently has an operational site and none is anticipated to be operational until after 2020.
Generation ships its Class A LLRW, which represents 93% of LLRW generated at its stations, to disposal facilities in Utah and South Carolina, which have enough storage capacity to store all Class A LLRW for the life of all stations in Generation's nuclear fleet. The disposal facility in South Carolina at present is only receiving LLRW from LLRW generators in South Carolina, New Jersey (which includes Oyster Creek and Salem) and Connecticut.
Generation utilizes on-site storage capacity at all its stations to store and stage for shipping Class B and Class C LLRW. Generation has a contract through 2032 to ship Class B and Class C LLRW to a disposal facility in Texas. The agreement provides for disposal of all current Class B and Class C LLRW currently stored at each station as well as the Class B and Class C LLRW generated during the term of the agreement. However, because the production of LLRW from Generation’s nuclear fleet will exceed the capacity at the Texas site (3.9 million curies for 15 years beginning in 2012), Generation will still be required to utilize on-site storage at its stations for Class B and Class C LLRW. Generation currently has enough storage capacity to store all Class B and Class C LLRW for the life of all stations in Generation’s nuclear fleet. Generation continues to pursue alternative disposal strategies for LLRW, including an LLRW reduction program to minimize on-site storage and cost impacts.
Nuclear Insurance
Generation is subject to liability, property damage and other risks associated with major incidents at anyall of its nuclear stations, including the CENG nuclear stations. Generation has reduced its financial exposure to these risks through insurance and other industry risk-sharing provisions. See “Nuclear Insurance” within Note 2218 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information.
For information regarding property insurance, see ITEM 2. PROPERTIES — Generation. Generation is self-insured to the extent that any losses may exceed the amount of insurance maintained or are within the policy deductible for its insured losses. Such losses could have a material adverse effect on Exelon’s and Generation’s future financial statements.


Decommissioning
NRC regulations require that licensees of nuclear generating facilities demonstrate reasonable assurance that funds will be available in specified minimum amounts at the end of the life of the facility to decommission the facility. The ultimate decommissioning obligation will be funded by the NDTs. The NDTs are recorded in Exelon’s and Generation’s Consolidated Balance Sheets atAt December 31, 2018 at2019 the fair value of approximately $12.7 billion and have an estimated targeted annual pre-tax returnNDTs exceeds the balance of 5% to 6.2%, while the Nuclear AROs are recorded in Exelon’s and Generation’s Consolidated Balance Sheets at December 31, 2018 at approximately $10.0 billion and have an estimated annual average accretion of the ARO of approximately 5% through a period of approximately 30 years after the end of the extended lives of the units. The NDTs and AROs include Oyster Creek balances classified as Assets held for sale and Liabilities held for sale, respectively, in Exelon's and Generation's Consolidated Balance Sheets at December 31, 2018.AROs. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Exelon Corporation, Executive Overview; ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Critical Accounting Policies and Estimates, Nuclear Decommissioning, Asset Retirement Obligations and Nuclear Decommissioning Trust Fund Investments; and Note 43 — Regulatory Matters, Note 5 - 2Mergers, Acquisitions and Dispositions, Note 1117 — Fair Value of Financial Assets and Liabilities and Note 159 — Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information regarding Generation’s NDT funds and its decommissioning obligations.
Oyster Creek Generating Station. On July 31, 2018, Generation entered into an agreement with Holtec International (Holtec) and its indirect wholly owned subsidiary, Oyster Creek Environmental Protection, LLC (OCEP), for the sale and decommissioning of Oyster Creek located in Forked River, New Jersey. On September 17, 2018, Oyster Creek permanently ceased generation operations. See Note 5 - Mergers, Acquisitions and Dispositions and Note 15 — Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information regarding the sale of Oyster Creek.
Zion Station Decommissioning. On September 1, 2010, Generation completed an Asset Sale Agreement (ASA) with EnergySolutions, Inc. and its wholly owned subsidiaries, EnergySolutions, LLC and ZionSolutions under which ZionSolutions has assumed responsibility for decommissioning Zion Station.
Generation transferred to ZionSolutions substantially all of the assets (other than land) associated with Zion Station, including assets held in related NDT funds. In consideration for Generation’s transfer of those assets, ZionSolutions assumed decommissioning and other liabilities, excluding the obligation to dispose of SNF, associated with Zion Station. Pursuant to the ASA, ZionSolutions will periodically request reimbursement from the Zion Station-related NDT funds for costs incurred related to the decommissioning efforts at Zion Station. However, ZionSolutions is subject to certain restrictions on its ability to request reimbursement; specifically, if certain milestones as defined in the ASA are not met, all or a portion of requested reimbursements will be deferred until such milestones are met. See Note 159 — Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information regarding Zion Station decommissioning and Note 2 — Variable Interest Entities of the Combined Notes to Consolidated Financial Statements for a discussion of variable interest entity considerations related to ZionSolutions.information.
Fossil and Renewable Facilities (including Hydroelectric)
At December 31, 2018, Generation had ownership interests in 12,750 MW of capacity in generating facilities currently in service, consisting of 9,547 MW of natural gas and oil, and 3,203 MW of renewables (wind, hydroelectric, solar and biomass). Generation wholly owns all of its fossil and renewable generating stations, with the exception of: (1) Wyman; (2) certain wind project entities and a biomass project entity with minority interest owners; and (3) EGRP which is owned 49% by another owner. See Note 222 — Variable Interest Entities of the Combined Notes to Consolidated Financial Statements for additional information regarding certain of these entitiesEGRP which are VIEs.is a VIE. Generation’s fossil and renewable generating stations are all operated by Generation, with the exception of Wyman, which is operated by a third party. In 2019, 2018 2017 and 2016,2017, electric supply (in GWh) generated from owned fossil and renewable generating facilities was 11%, 12%11% and 10%12%, respectively, of Generation’s total electric supply. The majority of this output was dispatched to support Generation’s wholesale and retail power marketing activities. For additional information regarding Generation’s electric generating facilities, see ITEM 2. PROPERTIES — Exelon Generation Company, LLC and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Exelon Corporation, Executive Overview for additional information on Generation Renewable Development.

PROPERTIES.
Licenses
Fossil and renewable generation plants are generally not licensed, and, therefore, the decision on when to retire plants is, fundamentally, a commercial one. FERC has the exclusive authority to license most non-Federal hydropower projects located on navigable waterways or Federal lands, or connected to the interstate electric grid, which include Generation's Conowingo Hydroelectric Project (Conowingo) and Muddy Run Pumped Storage Facility Project (Muddy Run). Muddy Run's license expires on December 1, 2055. On August 29, 2012, Generation submitted a hydroelectric license application to the FERC for a 46-yearnew license for Conowingo. Based on the FERC procedural schedule, the FERC licensing process for Conowingo was not completed prior to the expiration of the plant’s license on September 1, 2014. As a result, on September 10, 2014, FERC issued an annual license for Conowingo, effective as of the expiration of the previous license. The annual license renews automatically absent any further FERC action. The stations are currently being depreciated over their estimated useful lives, which includesinclude actual and anticipated license renewal periods. See Note 43 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
Insurance
Generation maintains business interruption insurance for its renewable projects, but not for its fossil and hydroelectric operations unless required by contract or financing agreements. See Note 1316 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on financing agreements. Generation maintains both property damage and liability insurance. For property damage and liability claims for these operations, Generation is self-insured to the extent that losses are within the policy deductible or exceed the amount of insurance maintained. Such losses could have a material adverse effect on Exelon’s and Generation’s future financial conditions and their results of operations and cash flows. For information regarding property insurance, see ITEM 2. PROPERTIES — Exelon Generation Company, LLC.
Long-Term Power Purchase Contracts

Contracted Generation
In addition to energy produced by owned generation assets, Generation sources electricity from plants it does not own under long-term contracts. The following tables summarize Generation’s long-term contracts to purchase unit-specific physical power with an original term in excess of one year in duration, by region, in effect as of December 31, 2018:2019:
Region 
Number of
Agreements
 
Expiration 
Dates
 Capacity (MW) 
Number of
Agreements
 
Expiration 
Dates
 Capacity (MW)
Mid-Atlantic
 14
 2019 - 2032 237
 13
 2020 - 2032 235
Midwest 4
 2019 - 2026 834
 3
 2020 - 2031 332
New England 7
 2019 - 2021 40
ERCOT 5
 2020 - 2031 1,524
 6
 2020 - 2035 1,706
Other Power Regions 11
 2019 - 2030 2,549
 16
 2020 - 2030 2,492
Total 41
 5,184
 38
 4,765
  2019 2020 2021 2022 2023 Thereafter Total
Capacity Expiring (MW) 673
 1,020
 826
 298
 167
 2,200
 5,184

  2020 2021 2022 2023 2024 Thereafter Total
Capacity Expiring (MW) 1,054
 814
 304
 168
 50
 2,375
 4,765
Fuel
The following table shows sources of electric supply in GWh for 20182019 and 2017:2018: 
Source of Electric SupplySource of Electric Supply
2018 20172019 2018
Nuclear(a)
185,020
 182,843
181,326
 185,020
Purchases — non-trading portfolio59,154
 51,595
70,939
 59,154
Fossil (primarily natural gas and oil)21,015
 22,546
21,554
 21,015
Renewable(b)
8,469
 7,848
7,777
 8,469
Total supply273,658

264,832
281,596

273,658
__________
(a)Includes the proportionate share of output where Generation has an undivided ownership interest in jointly-owned generating plants and includes the total output of plants that are fully consolidated (e.g., CENG).  Nuclear generation for 20182019 and 20172018 includes physical volumes of 35,10035,745 GWh and 34,76135,100 GWh, respectively, for CENG.
(b)Includes wind, hydroelectric, solar and biomass generating assets.
The fuel costs per MWh for nuclear generation are less than those for fossil-fuel generation. Consequently, nuclear generation is generally the most cost-effective way for Generation to meet its wholesale and retail load servicing requirements.
The cycle of production and utilization of nuclear fuel includes the mining and milling of uranium ore into uranium concentrates, the conversion of uranium concentrates to uranium hexafluoride, the enrichment of the uranium hexafluoride and the fabrication of fuel assemblies. Generation has inventory in various forms and does not anticipate difficulty in obtaining the necessary uranium concentrates or conversion, enrichment or fabrication services to meet the nuclear fuel requirements of its nuclear units.
Natural gas is procured through long-term and short-term contracts, as well as spot-market purchases. Fuel oil inventories are managed so that in the winter months sufficient volumes of fuel are available in the event of extreme weather conditions and during the remaining months to take advantage of favorable market pricing.
Generation uses financial instruments to mitigate price risk associated with certain commodity price exposures, using both over-the-counter and exchange-traded instruments. See ITEM 1A. RISK FACTORS, ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Critical Accounting Policies and Estimates and Note 1215 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information regarding derivative financial instruments.
Power Marketing
Generation’s integrated business operations include physical delivery and marketing of power.  Generation largely obtains physical power supply from its generating assetsowned and power purchase agreementscontracted generation in multiple geographic regions. Power purchase agreements, including tolling arrangements, are commitments related to power generation of specific generation plants and/or dispatch similar to an owned asset depending on the type of underlying asset. The


commodity risks associated with the output from generating assetsowned and PPAs arecontracted generation is managed using various commodity transactions including sales to customers. The main objective is to obtain low-cost energy supply to meet physical delivery obligations to both wholesale and retail customers. Generation sells electricity, natural gas and other energy related products and solutions to various customers, including distribution utilities, municipalities, cooperatives, and commercial, industrial, governmental and residential customers in competitive markets. Where necessary, Generation may also purchase transmission service to ensure that it has reliable transmission capacity to physically move its power supplies to meet customer delivery needs.
Price and Supply Risk Management
Generation also manages the price and supply risks for energy and fuel associated with generation assets and the risks of power marketing activities. Generation implements a three-year ratable sales plan to align its hedging strategy with its financial objectives. Generation may also enter into transactions that are outside of this ratable sales plan. Generation is exposed to commodity price risk in 20192020 and beyond for portions of its electricity portfolio

that are unhedged. As of December 31, 2018,2019, the percentage of expected generation hedged for the Mid-Atlantic, Midwest, New York and ERCOT reportable segments is 89%-92%, 56%-59%91%-94% and 32%-35%61%-64% for 2019, 2020 and 2021, respectively. The percentage of expected generation hedged is the amount of equivalent sales divided by the expected generation. Expected generation is the volume of energy that best represents our commodity position in energy markets from owned or contracted generating facilitiesgeneration based upon a simulated dispatch model that makes assumptions regarding future market conditions, which are calibrated to market quotes for power, fuel, load following products and options. Equivalent sales represent all hedging products, which include economic hedges and certain non-derivative contracts, including sales to ComEd, PECO, BGE, Pepco, DPL and ACEthe Utility Registrants to serve their retail load. A portion of Generation’s hedging strategy may be implemented through the use of fuel products based on assumed correlations between power and fuel prices. The risk management group and Exelon’s RMC monitor the financial risks of the wholesale and retail power marketing activities. Generation also uses financial and commodity contracts for proprietary trading purposes, but this activity accounts for only a small portion of Generation’s efforts. The proprietary trading portfolio is subject to a risk management policy that includes stringent risk management limits. See ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK for additional information.
Capital Expenditures
Generation’s business is capital intensive and requires significant investments primarily in nuclear fuel and energy generation assets. Generation’s estimated capital expenditures for 2019 are approximately $2.0 billion, which2020 includes Generation's share of the investment in the co-owned Salem plant and the total capital expenditures for the fully consolidated CENG nuclear plants.CENG. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Liquidity and Capital Resources, for additional information regarding projected 2020 capital expenditures.


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, 2018:2019:
 Service Territories Service Territory Population Number of Customers
 (in square miles) (in millions) (in millions)
 Total Electric Natural gas Total Electric Natural gas Total Electric Natural gas
ComEd11,400
 11,400
 n/a
 9.5
 (a) 
9.5
 n/a
 4.0
 4.0
 n/a
PECO2,100
 1,900
 1,900
 4.0
 (b) 
4.0
 2.5
 1.7
 1.6
 0.5
BGE3,250
 2,300
 3,050
 3.1
 (c) 
3.0
 2.9
 1.3
 1.3
 0.7
Pepco640
 640
 n/a
 2.4
 (d) 
2.4
 n/a
 0.9
 0.9
 n/a
DPL5,400
 5,400
 275
 1.4
 (e) 
1.4
 0.6
 0.5
 0.5
 0.1
ACE2,800
 2,800
 n/a
 1.1
 (f) 
1.1
 n/a
 0.6
 0.6
 n/a
  ComEd PECO BGE Pepco DPL ACE
Service Territories (in square miles)
Electric 11,400
 2,100
 2,300
 640
 5,400
 2,800
Natural Gas n/a
 1,960
 3,050
 n/a
 270
 n/a
Total 11,400
 2,100
 3,250
 640
 5,400
 2,800
             
Service Territory Population (in millions)
Electric 9.6
 4.0
 3.0
 2.4
 1.5
 1.1
Natural Gas n/a
 2.5
 2.9
 n/a
 0.6
 n/a
Total 9.6
 4.0
 3.1
 2.4
 1.5
 1.1
Main City Chicago
 Philadelphia
 Baltimore
 District of Columbia
 Wilmington
 Atlantic City
Main City Population 2.7
 1.6
 0.6
 0.7
 0.1
 0.1
             
Number of Customers (in millions)
Electric 4.1
 1.7
 1.3
 0.9
 0.5
 0.6
Natural Gas n/a
 0.5
 0.7
 n/a
 0.1
 n/a
Total 4.1
 1.7
 1.3
 0.9
 0.5
 0.6
__________
(a)Includes approximately 2.7 million in the city of Chicago.
(b)Includes approximately 1.6 million in the city of Philadelphia.
(c)Includes approximately 0.6 million in the city of Baltimore.
(d)Includes approximately 0.7 million in the District of Columbia.
(e)Includes approximately 0.1 million in the city of Wilmington.
(f)Includes approximately 0.1 million in the city of Atlantic City.
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;non-exclusive while PECO's, BGE's (electric) Pepco's, 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.

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 DPSC/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. 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 and DPL Maryland 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 and DPL’s Maryland electric distribution revenues and BGE's natural gas distribution revenues are not materially impacted by delivery volumes. PECO’s electric distribution revenues and natural gas distribution revenues, and ACE’s electric distribution revenues and DPL’s Delaware electric distribution and natural gas 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. ComEd recovers costs through a performance-based rate formula. ComEd is required to file an update to the performance-based rate formula on an annual basis. PECO's, BGE’s and DPL's electric and gas distribution costs and Pepco's and ACE's electric distribution costs are recovered through traditional rate case proceedings. In certain instances, the Utility Registrants use specific recovery mechanisms as approved by their respective regulatory agencies.
ComEd, Pepco and ACE customers have the choice to purchase electricity, and PECO, BGE and DPL customers have the choice to purchase electricity and natural gas from competitive electric generation and 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 and BGE 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 natural gas, DPL does not retain default service obligations.obligations for its residential customers.
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 without mark-up and therefore record equal and offsetting amounts of Operating revenues and Purchased power and fuel expense related to the electricity and/or natural gas. As a result, fluctuations in electricity or natural gas sales and procurement costs have no impact on the Utility Registrants’ Revenues net of purchased power and fuel expense, which is a non-GAAP measure used to evaluate operational performance, or Net Income.
See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Results of Operations and Note 43 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information regarding electric and natural gas distribution services.
Procurement-Related Proceedings
The Utility Registrants' electric supply for its customers is primarily procured through contracts as required by the ICC, PAPUC, MDPSC, DCPSC, DPSC and NJBPU.their respective state commissions. The Utility Registrants procure electricity supply from various approved bidders, including Generation. RTO spot market purchases and sales are utilized to balance the utility electric load and


supply as required. Charges incurred for electric supply procured through contracts with Generation are included in Purchased power from affiliates on the Utility Registrants' Statements of Operations and Comprehensive Income.
PECO's, BGE’s and DPL's natural gas supplies are purchased from a number of suppliers for terms of up to three years. PECO, BGE and DPL have annual firm supply and transportation contracts of 132,000 mmcf, 128,000129,000 mmcf and 58,000 mmcf, respectively. In addition, to supplement gas 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)Peak Natural Gas Sources (in mmcf)
Liquefied Natural
Gas Facility
 Propane-Air Plant 
Underground Storage Service Agreements (a)
Liquefied Natural
Gas Facility
 Propane-Air Plant 
Underground Storage Service Agreements (a)
PECO1,200
 150
 18,000
1,200
 150
 18,000
BGE1,056
 550
 22,000
1,056
 550
 22,000
DPL257
 n/a
 3,800
250
 n/a
 3,900
___________
(a)Natural gas from underground storage represents approximately 28%, 54%42% and 34%30% of PECO's, BGE’s and DPL's 2018-20192019-2020 heating season planned supplies, 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 the energy efficiency and demand response programs.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.
The Utility Registrants areComEd is allowed to earn a return on theirits energy efficiency costs. See Note 43 — 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. ComEd's, PECO's, BGE's, Pepco's, DPL'sSee ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Liquidity and ACE's most recent estimates ofCapital Resources, for additional information regarding projected 2020 capital expenditures for plant additions and improvements for 2019 are as follows:
 Projected 2019 Capital Expenditure Spending
(in millions)Transmission Distribution Gas Total
ComEd325
 1,550
 N/A
 1,875
PECO125
 600
 250
 975
BGE225
 475
 400
 1,100
Pepco75
 650
 N/A
 725
DPL100
 200
 50
 350
ACE150
 150
 N/A
 300
expenditures.
Transmission Services
Under FERC’s open access transmission policy, the Utility Registrants, as owners of transmission facilities, are required to provide open access to their transmission facilities under filed tariffs at cost-based rates 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 FERC-approved tariffs. PJM is the transmission provider under, and the administrator of, the PJM Open Access Transmission Tariff (PJM Tariff). PJM operates the PJM energy, capacity and other markets, and, through central dispatch, controls the day-to-day operations of the bulk power system for the region. 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 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 using the transmission facilities of the PJM transmission owners at rates based on the costs of transmission service.
ComEd'sThe Utility Registrants' transmission rates are established based on a formula that was approved by FERC in January 2008. BGE's, Pepco's, DPL's and ACE's transmission rates are established based on a formula that was approved by FERC in April 2006. FERC’s orders establish the agreed-upon treatment of costs and revenues in the determination of transmission rates and the process for updating the formula rate calculation on an annual basis.as shown below:
On May 1, 2017, PECO filed a request with FERC seeking approval to update its transmission rate and change the manner in which PECO’s transmission rate is determined from a fixed rate to a formula rate.
Approval Date
ComEdJanuary 2008
PECODecember 2019
BGEApril 2006
PepcoApril 2006
DPLApril 2006
ACEApril 2006
Employees
The new formula was accepted by FERC effectivefollowing table presents employee information, including information about collective bargaining agreements (CBAs), as of December 1, 2017, subject to refund and set the matter for hearing and settlement judge procedures. On May 4, 2018, the Chief Administrative Law Judge terminated settlement judge procedures and designated a new presiding judge.
See Note 4 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information regarding the PECO transmission formula rate and transmission services.


Employees
As of December 31, 2018, Exelon and its subsidiaries had 33,383 employees in the following companies, of which 11,372 or 34% were covered by collective bargaining agreements (CBAs):2019:
 
IBEW 
Local 15(a)
 
IBEW 
Local 614(b)
 Other CBAs 
Total 
Employees
Covered by 
CBAs
 
Total
Employees
Generation(c)
1,568
 84
 2,485
 4,137
 14,110
ComEd3,378
 
 
 3,378
 6,152
PECO
 1,381
 
 1,381
 2,708
BGE(d)

 
 
 
 3,025
PHI(e)

 
 277
 277
 1,258
Pepco(e)

 
 1,023
 1,023
 1,423
DPL(e)

 
 684
 684
 940
ACE(e)

 
 386
 386
 612
Other(g)
62
 
 44
 106
 3,155
Total5,008

1,465

4,899

11,372

33,383
 Total Employees Total Employees Covered by CBAs Number of CBAs 
CBAs New and Renewed in 2019(a)
 
Total Employees Under CBAs
New and Renewed
in 2019
Exelon32,713
 12,310
 32
 6
 2,593
Generation13,082
 3,648
 20
 2
 189
ComEd6,182
 3,462
 2
 
 
PECO2,752
 1,398
 2
 
 
BGE3,151
 1,436
 1
 1
 1,436
PHI4,188
 2,268
 7
 3
 968
Pepco1,389
 953
 1
 1
 953
DPL936
 652
 2
 
 
ACE639
 398
 2
 
 
__________
(a)A separate CBA between ComEd and IBEW Local 15 covers approximately 73 employees in ComEd’s System Services Group and will expire in 2020. Generation’s and ComEd’s separateDoes not include CBAs with IBEW Local 15 will expire in 2022.
(b)PECO craft and call center employees in the Philadelphia service territory are covered by CBAs with IBEW Local 614, both expiring in 2021. Additionally, Exelon Power, an operating unit of Generation, has an agreement covering 84 employees, which expires in 2019.
(c)During 2018, Generation acquired and finalized its CBA with Distrigas Local 369, which will expire in 2020, and additionally, finalized a first collective bargaining agreement, expiring in 2021, with a small unit of employees represented by IUOE Local 501 at Exelon's Hyperion Solutions facility. Also in 2018, Generation finalized a three-year agreement with the Security Officer union at Braidwood and that CBA will expire in 2021. During 2017, Generation finalized CBAs with the Security Officer unions at LaSalle, Limerick and Quad Cities, which all will expire in 2020 and Dresden expiring in 2021. Additionally, during 2017, Generation acquired and combined two CBAs at FitzPatrick into one CBA covering both craft and security employees, which will expire in 2023. During 2016, Generation finalized its CBA with the Security Officer union at Oyster Creek, expiring in 2022 and New Energy IUOE Local 95-95A, which will expire in 2021. Also, during 2016, Generation finalized a 5-year agreement with the New England ENEH, UWUA Local 369, which will expire in 2022. During 2015, Generation finalized its CBA with Clinton Local 51 which will expire in 2020; its two CBAs with Local 369 at Mystic 7 and Mystic 8/9, both expiring in 2020; and three Security Officer unions at Byron, Clinton and TMI, all expiring between 2019 and 2021, respectively. During 2014, Generation finalized CBAs with TMI Local 777 and Oyster Creek Local 1289, expiringwere extended in 2019 and 2021, respectively. Also in 2014, CENG finalized its CBA with Nine Mile Point which will expire in 2020.while negotiations are ongoing for renewal.
(d)In January 2017, an election was held at BGE which resulted in union representation for certain employees, who numbered 1,284 at the end of 2018. BGE and IBEW Local 410 are negotiating an initial agreement which could result in some modifications to wages, hours and other terms and conditions of employment. No agreement has been finalized to date and management cannot predict the outcome of such negotiations.
(e)PHI’s utility subsidiaries are parties to five CBAs with four local unions. CBAs are generally renegotiated every three to five years. All these CBAs were renegotiated in 2014 and were extended through various dates ranging from October 2018 through June 2020. During 2018, ACE finalized a five-year agreement with Local 210, expiring in 2023.
(f)Other includes shared services employees at BSC.

Environmental Regulation
General
The Registrants are subject to comprehensive and complex legislation regarding environmental matters by the federal government and various state and local jurisdictions in which they operate their facilities. The Registrants are also subject to environmental regulations administered by the EPA and various state and local environmental protection agencies. Federal, state and local regulation includes the authority to regulate air, water, and solid and hazardous waste disposal.
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 CEO; the Senior Vice

President, Corporate Strategy & Chief Innovation and Sustainability Officer; the Senior Vice President, Competitive Market Policy; and the Director, Safety & Sustainability, as well as senior management of Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE.the 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 Exelon Board of Directors has delegated to its Generation Oversight Committee and the Corporate Governance Committee the authority to oversee


Exelon’s compliance with health, environmental and safety laws and regulations and its strategies and efforts to protect and improve the quality of the environment, including Exelon’s internal climate change and sustainability policies and programs, as discussed in further detail below. The respective Boards of ComEd, PECO, BGE, Pepco, DPL and ACEthe Utility Registrants oversee environmental, health and safety issues related to these companies.
Air Quality
Air quality regulations promulgated by the EPA and the various state and local environmental agencies impose restrictions on emission of particulates, sulfur dioxide (SO2), nitrogen oxides (NOx), mercury and other air pollutants and require permits for operation of emitting sources. Such permits have been obtained as needed by Exelon’s subsidiaries. However, due to its low emitting generation fleet comprised of nuclear, natural gas, hydroelectric, wind and solar, compliance with the Federal Clean Air Act does not have a material impact on Generation’s operations.
See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS for additional information regarding clean air regulation in the forms of the CSAPR, the regulation of hazardous air pollutants from coal- and oil-fired electric generating facilities under MATS, and regulation of GHG emissions.
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 must be renewed periodically. Certain of Exelon's facilities discharge stormwater and industrial wastewater into waterways and are therefore subject to these regulations and operate under NPDES permits or pending applications for renewals of such permits after being granted an administrative extension. Generation is also subject to the jurisdiction of the Delaware River Basin Commission and the Susquehanna River Basin Commission, regional agencies that primarily regulate water usage.
Section 316(b) of the Clean Water Act
Section 316(b) requires that the cooling water intake structures at electric power plants reflect the best technology available to minimize adverse environmental impacts and is implemented through state-level NPDES permit programs. All of Generation’s power generation facilities with cooling water systems are subject to the regulations. Facilities without closed-cycle recirculating systems (e.g., cooling towers) are potentially most affected by recent changes to the regulations. For Generation, those facilities are Calvert Cliffs, Clinton, Dresden, Eddystone, Fairless Hills, FitzPatrick, Ginna, Gould Street, Handley, Mystic 7, Nine Mile Point Unit 1, Peach Bottom, Quad Cities and Salem.
On October 14, 2014, the EPA's Section 316(b) rule became effective. The rule requires that a series of studies and analyses be performed to determine the best technology available to minimize adverse impacts on aquatic life, followed by an implementation period for the selected technology. The timing of the various requirements for each facility is related to the status of its current NPDES permit and the subsequent renewal period. There is no fixed compliance schedule, as this is left to the discretion of the state permitting director.
Until the compliance requirements are determined by the applicable state permitting director on a site-specific basis for each plant, Generation cannot estimate the effect that compliance with the rule will have on the operation of its generating facilities and its future results of operations, cash flows, and financial position. Should a state permitting director determine that a facility must install cooling towers to comply with the rule, that facility’s economic viability could be called into question. However, the potential impact of the rule has been significantly reduced since the final rule does not mandate cooling towers as a national standard and sets forth technologies that are presumptively compliant, and the state permitting director is required to apply a cost-benefit test and can take into consideration site-specific factors, such as those that would make cooling towers infeasible.

Pursuant to discussions with the NJDEP in 2010 regarding the application of Section 316(b) to Oyster Creek, Generation agreed to permanently cease generation operations at Oyster Creek before the expiration of its operating license in 2029. On September 17, 2018, Oyster Creek permanently ceased generation operations, and its cooling water intake system is no longer subject to Section 316(b). See Note 8 - Early Plant Retirements of the Combined Notes to Consolidated Financial Statements for additional information about the sale and decommissioning of Oyster Creek.
New York Facilities
In July 2011, the New York Department of Environmental Conservation (DEC) issued a policy regarding the best available technology for cooling water intake structures. Through its policy, the DEC established closed-cycle cooling or its equivalent as the performance goal for all existing facilities, but also provided that the DEC will select a feasible technology whose costs are not wholly disproportionate to the environmental benefits to be gained and allows for a site-specific determination where the entrainment performance goal cannot be achieved (i.e., the requirement


most likely to support cooling towers). The Ginna, Nine Mile Point Unit 1, and Fitzpatrick power generation facilities have received renewals of their state water discharge permits and cooling towers were not required. These facilities are now engaged in the required analyses to enable the environmental agency to determine the best technology available in the next permit renewal cycles.
Salem
On July 28, 2016, the NJDEP issued a final permit for Salem that did not require the installation of cooling towers and allows Salem to continue to operate utilizing the existing cooling water system with certain required system modifications. However, the permit is being challenged by an environmental organization, and if successful, could result in additional costs for Clean Water Act compliance. Potential cooling water system modification costs could be material and could adversely impact the economic competitiveness of this facility.
Solid and Hazardous Waste
CERCLA provides for immediate response and removal actions coordinated by the EPA in the event of threatened releases of hazardous substances and 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 waste at sites, most 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 state oversight prior to listing on the NPL. Various states, including Delaware, Illinois, Maryland, New Jersey and Pennsylvania and the District of Columbia have also enacted statutes that contain provisions substantially similar to CERCLA. In addition, RCRA governs treatment, storage and disposal of solid and hazardous wastes and cleanup of sites where such activities were conducted.
Generation, ComEd, PECO, BGE, Pepco, DPL and ACEthe Utility 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 with respect to a number of sites, including MGP sites, or may undertake to investigate and remediate sites for which they may be subject to enforcement actions by an agency or third-party.
See Note 2218 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information regarding solid and hazardous waste regulation and legislation.related to environmental matters.
Environmental Remediation
ComEd’s and PECO’s environmental liabilities primarily arise from contamination at former MGP sites. 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 environmental remediation costs of the MGP sites through a provision within customer rates. BGE, ACE, Pepco and DPL do not have material contingent liabilities relating to MGP sites. The amount to be expended in 20192020 for compliance with environmental remediation related to contamination at former MGP sites and other gas purification sites is expected to total $46$49 million consistingwhich consists primarily of $36 million, $6 million and $4$45 million at ComEd, PECO and BGE respectively.ComEd. The Utility Registrants also have contingent liabilities for

environmental remediation of non-MGP contaminants (e.g., PCBs). As of December 31, 2018,2019, the Utility Registrants have established appropriate contingent liabilities for environmental remediation requirements.
The Registrants’ operations have in the past, and may in the future, require substantial expenditures in order to comply with environmental laws. Additionally, under Federal and state environmental laws, the Registrants are generally 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.
In addition, Generation ComEd, PECO, BGE, Pepco, DPL and ACEthe Utility Registrants may be required to make significant additional expenditures not presently determinable for other environmental remediation costs.


See Note 43 — Regulatory Matters and Note 2218 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information regarding the Registrants’ environmental remediation efforts and related impacts to the Registrants’ Consolidated Financial Statements.
Global Climate Change
Exelon has utility and generation assets, and customers, that are and will be further subject to the impacts of climate change. Accordingly, Exelon is engaged in a variety of initiatives to understand and mitigate these impacts, including investments in resiliency, partnering with federal, state and local governments to minimize impacts, and, importantly, advocating for public policy that reduces emissions that cause climate change. Exelon, as a producer of electricity from predominantly low- and zero-carbon generating facilities (such as nuclear, hydroelectric, natural gas, wind and solar photovoltaic), has a relatively small greenhouse gas (GHG)GHG emission profile, or carbon footprint, compared to other domestic generators of electricity (Exelon neither owns nor operates any coal-fueled generating assets). Exelon's natural gas and biomass fired generating plants produce GHG emissions, most notably, CO2. However, Generation’s owned-asset emission intensity, or rate of carbon dioxide equivalent (CO2e) emitted per unit of electricity generated, is among the lowest in the industry. As of December 31, 2018, fossil fuel generation represented approximately 29% of Exelon's owned generating capacity, while fossil fuel-fired generation during 2018 represented less than 11% of Exelon's overall generation on a MWh basis. Other GHG emission sources at Exelon include natural gas (methane) leakage on the natural gas systems, sulfur hexafluoride (SF6) leakage from electric transmission and distribution operations, refrigerant leakage from chilling and cooling equipment, and fossil fuel combustion in motor vehicles. Exelon facilities and operations are subject to the global impacts of climate change and Exelon believes its operations could be significantly affected by the physical risks of climate change. See ITEM 1A. RISK FACTORS for information regarding the market and financial, regulatory and legislative, and operational risks associated with climate change.additional information.
Climate Change Regulation
Exelon is or may become subject to additional climate change regulation or legislation at the federal, regional and state levels.
International Climate Change Agreements. At the international level, the United States is 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, and it became effective on November 4, 2016. Under the Paris Agreement, the Parties agreed to try to limit the global average temperature increase to 2°C (3.6°F) above pre-industrial levels. In doing so, Parties developed their own national reduction commitments. The United States submitted a non-binding target of 17% below 2005 emission levels by 2020 and 26% to 28% below 2005 levels by 2025. President Trump has stated his intention to withdraw the U.S. from the Paris Agreement, but no formal action has been initiated. A withdrawal would not be effective until November 2020 at the earliest.
Federal Climate Change Legislation and Regulation. It is highly unlikely that federal legislation to reduce GHG emissions will be enacted in the near-term. If such legislation is adopted, it would likely increase the value of Exelon's low-carbon fleet even though Exelon may incur costs either to further limit or offset the GHG emissions from its operations or to procure emission allowances or credits. Continued inaction could negatively impact the value of Exelon’s low-carbon fleet.
Under the Obama Administration, the EPA proposed and finalized its Clean Power Plan regulations forto reduce GHG emissions from fossil fuel-fired power plants, referred to as the Clean Power Plan, which are currently being litigated. Underplants. Subsequently, the Trump Administration EPA proposed regulations on October

16, 2017 the EPA proposed to repeal the CPP on the basis that the new Administration believed that the CPP rule went beyond the EPA's authority to establish a best system of emissions reduction (BSER) for existing power plants. Subsequently, onOn August 31, 2018, EPA proposed its Affordable Clean Energy Rule (ACE), which wouldrule to replace the CPP with revised emission guidelines based on heat rate improvement measures that could be achieved within the fence line of existing power plants. In June 2019, EPA issued a final rule that repealed the CPP, and finalized the Affordable Clean Energy rule. The Affordable Clean Energy rule is currently being litigated.
Given litigation uncertainty andaround the absence of a final ACEAffordable Clean Energy rule, Exelon and Generation cannot at this time predict the impacts of regulation of existing power plants, or individual state responses to developments related to final resolution of the CPP and ACE regulations,Affordable Clean Energy rule, or how developments will impact their future financial statements.
Regional and State Climate Change Legislation and Regulation. A number of states in which Exelon operates have state and regional programs to reduce GHG emissions, including from the power sector. As the nation’s largest generator of carbon-free electricity, our fleet supports these efforts to produce safe, reliable electricity with minimal GHGs. Notably, nine northeast and mid-Atlantic states (Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New York, Rhode Island and Vermont) currently participate in the Regional Greenhouse Gas


Initiative (RGGI), which is in the process of strengthening its requirements. The program requires most fossil fuel-fired power plants 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.
In June 2019, New Jersey was accepted as a RGGI member effective January 2020. In October 2019, Governor Wolf of Pennsylvania issued an Executive Order that directed the Pennsylvania Department of Environmental Protection to begin a rulemaking process that will allow Pennsylvania to join the RGGI, with the goal of reducing carbon emissions from the electricity sector.
Many states in which Exelon subsidiaries operate also have state-specific programs to address GHGs, including from power plants. Most notable of these, besides RGGI, are through renewable and other portfolio standards. Additionally, in response to a court decision clarifying the obligations under the Global Warming Solutions Act, the Massachusetts Department of Environmental Protection in 2017 finalized regulations establishing a statewide cap on CO2 emissions from fossil fuel power plants (Massachusetts remains in RGGI as well). The effect of this new obligation and potential for market illiquidity in the early years represent a risk to Generation’s Massachusetts fossil facilities, including Medway and Mystic. At the same time, the District of Columbia is considering a plan to incorporate the cost of carbon into electricity, via consumption, as well as directly into the cost of transportation and home heating fuels. Details remain to be developed, but the specifics could have implications for Pepco’s operations.
Regardless of whether GHG regulation occurs at the local, state, or federal level, Exelon remains one of the largest, lowest-carbon electric generators in the United States, relying mainly on nuclear, natural gas, hydropower, wind, and solar. The extent that the low-carbon generating fleet will continue to be a competitive advantage for Exelon depends on resolution of the CPP and ACEAffordable Clean Energy regulations and associated current or future litigation at the federal level, new or expanded state action on greenhouse gas emissions or direct support of clean energy technologies, including nuclear, as well as potential market reforms that value our fleet’s emission-free attributes.
Renewable and Alternative Energy Portfolio Standards
Thirty-nine states and the District of Columbia, incorporating the vast majority of Exelon operations as well as all utility operations, have adopted some form of RPS 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. Exelon's utilities comply with these various requirements through purchasing qualifying renewables, implementing efficiency programs, acquiring sufficient credits (e.g., RECs), 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. New York, Illinois and New Jersey adopted standards targeted at preserving the zero-carbon attributes of certain nuclear-powered generating facilities. Generation owns multiple facilities participating in these programs within these states. Other states in which Generation and our utilities operate are considering similar programs.
See Note 43 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on renewable portfolio standards.


Information about our Executive Officers of the Registrants as of February 8, 201911, 2020
Exelon
Name Age

 Position Period
Crane, Christopher M. 6061

 Chief Executive Officer, Exelon; 2012 - Present
Chairman, ComEd, PECO & BGE2012 - Present
Chairman, PHI2016 - Present
    President, Exelon 2008 - Present
    President, Generation2008 - 2013
   
Cornew, Kenneth W. 5354

 Senior Executive Vice President and Chief Commercial Officer, Exelon; 2013 - Present
    President and CEO, Generation 2013 - Present
    Executive Vice President and Chief Commercial Officer, Exelon2012 - 2013
President and Chief Executive Officer, Constellation2012 - 2013
   
Pramaggiore, Anne R.Butler, Calvin G. 6050

 Senior Executive Vice President, Exelon; Chief Executive Officer, Exelon Utilities 20182019 - Present
    Chief Executive Officer, ComEdBGE 20122014 - 2018
President, ComEd2009 - 20182019
       
Dominguez, Joseph 5657

 Chief Executive Officer, ComEd 2018 - Present
    Executive Vice President, Governmental & Regulatory Affairs and Public Policy, Exelon 2015 - 2018
    Senior Vice President, Governmental & Regulatory Affairs and Public Policy, Exelon 2012 - 2015
       
Innocenzo, Michael A. 5354

 President and Chief Executive Officer, PECO 2018 - Present
    Senior Vice President and Chief Operations Officer, PECO 2012 - 2018
       
Butler, Calvin G.Khouzami, Carim V. 4944

 Chief Executive Officer, BGE 20142019 - Present
    Senior Vice President, Regulatory and External Affairs, BGEChief Operating Officer, Exelon Utilities 20132018 - 20142019
    Senior Vice President, Corporate Affairs,Chief Financial Officer, Exelon Utilities2016 - 2018
Senior Vice President, Chief Integration Officer, Exelon 20112014 - 20132016
       
Velazquez, David M. 5960

 President and Chief Executive Officer, PHI 2016 - Present
    President and Chief Executive Officer, Pepco, DPL and ACE 2009 - Present
    Executive Vice President, Pepco Holdings, Inc. 2009 - 2016
       
Von Hoene Jr., William A. 6566

 Senior Executive Vice President and Chief Strategy Officer, Exelon 2012 - Present
       
Nigro, Joseph 5455

 Senior Executive Vice President and Chief Financial Officer, Exelon 2018 - Present
    Executive Vice President, Exelon; Chief Executive Officer, Constellation 2013 - 2018
       
Aliabadi, Paymon 5657

 Executive Vice President and Chief Risk Officer, Exelon 2013 - Present
    Managing Director, Gleam Capital Management2012 - 2013
   

NameAge
PositionPeriod
Souza, Fabian E. 4849

 Senior Vice President and Corporate Controller, Exelon 2018 - Present
    Senior Vice President and Deputy Controller, Exelon 2017 - 2018
    Vice President, Controller and Chief Accounting Officer, The AES Corporation 2015 - 2017
    Vice President, Internal Audit and Advisory Services, The AES Corporation 2014 - 2015
Deputy Corporate Controller, The AES Corporation2014 - 2014
Assistant Corporate Controller, Global Controllership, The AES Corporation2013 - 2014
Controller, Global Utilities, The AES Corporation2011 - 2013


Generation
Name Age

 Position Period
Cornew, Kenneth W. 5354

 Senior Executive Vice President and Chief Commercial Officer, Exelon; 2013 - Present
    President and CEO,Chief Executive Officer, Generation 2013 - Present
Executive Vice President and Chief Commercial Officer, Exelon2012 - 2013
President and Chief Executive Officer, Constellation2012 - 2013
       
Pacilio, Michael J. 5859

 Executive Vice President and Chief Operating Officer, Exelon Generation 2015 - Present
    President, Exelon Nuclear; Senior Vice President2010 - 2015
and Chief Nuclear Officer, Generation 2010 - 2015
       
Hanson, Bryan C 5354

 President and Chief Nuclear Officer, Exelon Nuclear; Senior Vice President, Exelon Generation 2015 - Present
       
McHugh, James 4748

 Executive Vice President, Exelon; Chief Executive Officer, Constellation 2018 - Present
    Senior Vice President, Portfolio Management & Strategy, Constellation 2016 - 2018
    Vice President, Portfolio Management, Constellation 2012 - 2016
       
Barnes, John 5556

 Senior Vice President, Generation; President, Exelon Power 2018 - Present
    Senior Vice President, Generation, Senior Vice President and Chief Operating Officer, Exelon Power 2012 - 2018
       
Wright, Bryan P. 5253

 Senior Vice President and Chief Financial Officer, Generation 2013 - Present
    Senior Vice President, Corporate Finance, Exelon2012 - 2013
   
Bauer, Matthew N. 4243

 Vice President and Controller, Generation 2016 - Present
    Vice President and Controller, BGE 2014 - 2016
Vice President of Power Finance, Exelon Power2012 - 2014


ComEd
Name Age

 Position Period
Dominguez, Joseph 5657

 Chief Executive Officer, ComEd 2018 - Present
    Executive Vice President, Governmental & Regulatory Affairs and Public Policy, Exelon 2015 - 2018
    Senior Vice President, Governmental & Regulatory Affairs and Public Policy, Exelon 2012 - 2015
       
Donnelly, Terence R. 5859

 President and Chief Operating Officer, ComEd 2018 - Present
    Executive Vice President and Chief Operating Officer, ComEd 2012 - 2018
       
Jones, Jeanne M. 3940

 Senior Vice President, Chief Financial Officer and Treasurer, ComEd 2018 - Present
    Vice President, Finance, Exelon Nuclear 2014 - 2018
    Director, Finance, Exelon Nuclear2013 - 2014
   
Park, Jane 4647

 Senior Vice President, Customer Operations, ComEd 2018 - Present
    Vice President, Regulatory Policy & Strategy, ComEd 2016 - 2018
    Director, Business Strategy & Technology, ComEd 2014 - 2016
    Chief of Staff to President and Chief Executive Officer, ComEd2012 - 2014
   
Gomez, Veronica 4950

 Senior Vice President, Regulatory and Energy Policy and General Counsel, ComEd 2017 - Present
    Vice President and Deputy General Counsel, Litigation, Exelon 2012 - 2017
       
Marquez Jr., FidelWashington, Melissa 5750

 Senior Vice President, Governmental and External Affairs, ComEd 20122019 - Present
Vice President, Governmental and External Affairs, ComEd2019 -2019
Vice President, External Affairs and Large Customer Services, ComEd2016 - 2019
Vice President, Corporate Affairs, Exelon Business Services Company2014 - 2016
       
McGuire, Timothy M.Perez, David 6050

 Senior Vice President, Distribution Operations, ComEd 20162019 - Present
    Vice President, Transmission and Substations,Substation, ComEd2016 - 2019
Vice President, Regional Operations, ComEd 2010 - 2016
       
Kozel, Gerald J. 4647

 Vice President, Controller, ComEd 2013 - Present
Assistant Corporate Controller, Exelon2012 - 2013


PECO
Name Age
 Position Period
Innocenzo, Michael A. 5354

 President and Chief Executive Officer, PECO 2018 - Present
    Senior Vice President and Chief Operations Officer, PECO 2012 - 2018
       
McDonald, John 6162

 Senior Vice President and Chief Operations Officer, PECO 2018 - Present
    Vice President, Integration, Pepco HoldingsPHI 2016 - 2018
    Vice President, Technical Services 2006 - 2016
Stefani, Robert J. 4445

 Senior Vice President, Chief Financial Officer and Treasurer, PECO 2018 - Present
    Vice President, Corporate Development, Exelon 2015 - 2018
    Director, Corporate Development, Exelon 2012 - 2015
       
Murphy, Elizabeth A. 5960

 Senior Vice President, Governmental and External Affairs, PECO 2016 - Present
    Vice President, Governmental and External Affairs, PECO 2012 - 2016
       
Webster Jr., Richard G. 5758

 Vice President, Regulatory Policy and Strategy, PECO 2012 - Present
       
Feldhake, LaurenWilliamson, Olufunmilayo 5341

 Senior Vice President, Customer Operations, PECO 20172020 - Present
    Director, Customer Care, PECOSenior Vice President, Chief Commercial Risk Officer, Exelon 20142017 - 20172020
    Director, Customer Financial Operations, PECOVice President, Commercial Risk Management, Exelon 20092015 - 20142017
       
Diaz Jr., Romulo L.Gay, Anthony 7254

 Vice President and General Counsel, PECO 20122019 - Present
Vice President, Governmental and External Affairs, PECO2016 - 2019
Associate General Counsel, Exelon2010 - 2016
       
Bailey, Scott A. 4243

 Vice President and Controller, PECO 2012 - Present


BGE
Name Age
 Position Period
Butler, Calvin G.Khouzami, Carim V. 4944

 Chief Executive Officer, BGE 20142019 - Present
    Senior Vice President, Regulatory and External Affairs, BGEChief Operating Officer, Exelon Utilities 20132018 - 20142019
    Senior Vice President, Corporate Affairs,Chief Financial Officer, Exelon Utilities2016 - 2018
Senior Vice President, Chief Integration Officer, Exelon 20112014 - 20132016
       
Woerner, Stephen J. 5152

 President, BGE 2014 - Present
    Chief Operating Officer, BGE 2012 - Present
    Senior Vice President, BGE2009 - 2014
   
Vahos, David M. 4647

 Senior Vice President, Chief Financial Officer and Treasurer, BGE 2016 - Present
    Vice President, Chief Financial Officer and Treasurer, BGE 2014 - 2016
    Vice President and Controller, BGE2012 - 2014
   
Núñez, Alexander G.  4748

Senior Vice President, Regulatory Affairs and Strategy, BGE2020 - Present
 Senior Vice President, Regulatory and External Affairs, BGE 2016 - Present2020
    Vice President, Governmental and External Affairs, BGE 2013 - 2016
    Director, State Affairs, BGE2012 - 2013
   
Case, Mark D. 5758

 Vice President, Strategy and Regulatory Affairs, BGE 2012 - Present
       
Oddoye, Rodney 4243

Senior Vice President, Governmental and External Affairs, BGE2020 - Present
 Vice President, Customer Operations, BGE 2018 - Present2020
    Director, Northeast Regional Electric Operations, BGE 2016 - 2018
    Director, Financial Operations, BGE 2015 - 2016
    Manager, Distribution Operations, BGE 2013 - 2015
       
Olivier, Tamla47
Senior Vice President, Customer Operations, BGE2020 - Present
Senior Vice President, Constellation NewEnergy, Inc.2016 - 2020
VP, Human Resources, Exelon Business Services Company2012 - 2016
Corse, John 5859

 Vice President and General Counsel, BGE 2018 - Present
    Associate General Counsel, Exelon 2012 - 2018
       
Holmes, Andrew W. 5051

 Vice President and Controller, BGE 2016 - Present
    Director, Generation Accounting, Exelon 2013 - 2016
Director, Derivatives and Technical Accounting, Exelon2008 - 2013


PHI, Pepco, DPL and ACE
Name Age
 Position Period
Velazquez, David M. 5960

 President and Chief Executive Officer, PHI 2016 - Present
    Executive Vice President, Pepco Holdings, Inc. 2009 - 2016
    President and Chief Executive Officer, Pepco, DPL and ACE 2009 - Present
       
Anthony, J. Tyler 5455

 Senior Vice President and Chief Operating Officer, PHI, Pepco, DPL and ACE 2016 - Present
    Senior Vice President, Distribution Operations, ComEd 2010 - 2016
       
Barnett, Phillip S. 5556

 Senior Vice President, Chief Financial Officer and Treasurer, PHI, Pepco, DPL and ACE 2018 - Present
    Senior Vice President and Chief Financial Officer, PECO 2007 - 2018
    Treasurer, PECO 2012 - 2018
       
Lavinson, Melissa 4950

 Senior Vice President, Governmental & External Affairs, PHI, Pepco, DPL and ACE 2018 - Present
    Vice President, Federal Affairs and Policy and Chief Sustainability Officer, PG&E Corporation 2015 - 2018
    Vice President, Federal Affairs, PG&E Corporation 2012 - 2015
       
Stark, Wendy E. 4647

 Senior Vice President, Legal and Regulatory Strategy and General Counsel, PHI, Pepco, DPL and ACE 2019 - Present
    Vice President and General Counsel, PHI, Pepco DPL and ACE 2016 - 2018
    Deputy General Counsel, Pepco Holdings, Inc. 2012 - Present2016
       
McGowan, Kevin M. 5758

 Vice President, Regulatory Policy and Strategy, PHI, Pepco, DPL and ACE 2016 - Present
    Vice President, Regulatory Affairs, Pepco Holdings, Inc. 2012 - 2016
       
Dickens, Derrick55
Senior Vice President, Customer Operations, PHI2020 - Present
Vice President, Technical Services, BGE2016 - 2020
Director, Advanced Meter Infrastructure, PECO2012 - 2016
Aiken, Robert 5253

 Vice President and Controller, PHI, Pepco, DPL and ACE 2016 - Present
    Vice President and Controller, Generation 2012 - 2016
ITEM 1A.RISK FACTORS
Each of the Registrants operates in a complex market and regulatory environment that posesinvolves significant risks, many of which are beyond that Registrant’s direct control. Management of each Registrant regularly meets with the Chief Risk Officer and the Registrant's Risk Management Committee (RMC),Such risks, which comprises officers of the Registrant, to identify and evaluate the most significant risks of the Registrant's business and the appropriate steps to manage and mitigate those risks. The Chief Risk Officer and senior executives of the Registrants discuss those risks with the Finance and Risk Committee and Audit Committee of the Exelon Board of Directors and the ComEd, PECO, BGE and PHI Boards of Directors. In addition, the Generation Oversight Committee of the Exelon Board of Directors evaluates risks related to the generation business. The risk factors discussed below could adverselynegatively affect one or more of the Registrants’ consolidated financial statements, fall primarily under the categories below:
Market and Financial Factors primarily include:
the price of fuels, in particular the price of natural gas, which affects power prices,
the generation resources in the markets in which the Registrants operate,


the demand for electricity, reliability of service and affordability in the markets where the Registrants conduct their business,
the impacts of on-going competition, and
emerging technologies and business models.
Regulatory and Legislative Factors primarily include changes to the laws and regulations that govern:
the design of power markets,
zero emission credit programs,
utility regulatory business model,
regulations and other standards,
environmental policy, and
tax policy.
Operational Factors primarily include:
changes in the global climate could produce extreme weather events, which could put the Registrant’s facilities at risk, and the market priceseffects of their publicly traded securities. Eachclimate change regulation could impact the GHG emissions from the Registrant’s operations,
the safe, secure and effective operation of Generation’s nuclear facilities and the ability to effectively manage the associated decommissioning obligations,
the ability of the Registrants has disclosedto maintain the known materialreliability, resiliency and safety of their energy delivery systems, which could affect the operating costs of the Registrants and the opinions of their customers and regulators, and
the Registrants face physical and cyber security risks that affect its business at this time. However, thereas the owner-operators of generation, transmission and distribution facilities and as participants in commodities trading.
There may be further risks and uncertainties that are not presently known or that are not currently believed by a Registrantthe Registrants to be material that could adverselynegatively affect its performance orconsolidated financial conditionstatements in the future.
Exelon's consolidated financial statements are affected to a significant degree by: (1) Generation’s position as a predominantly nuclear generator selling power into competitive energy markets with a concentration in select regions

and (2) the role of the Utility Registrants as operators of electric transmission and distribution systems in six of the largest metropolitan areas in the United States. Factors that affect the consolidated financial statements of the Registrants fall primarily under the following categories, all of which are discussed in further detail below:
Market and Financial Factors. Exelon’s and Generation’s results of operations are affected by price fluctuations in the energy markets. Power prices are a function of supply and demand, which in turn are driven by factors such as (1) the price of fuels, in particular the price of natural gas, which affects the prices that Generation can obtain for the output of its power plants, (2) the presence of other generation resources in the markets in which Generation’s output is sold, (3) the demand for electricity in the markets where the Registrants conduct their business, (4) the impacts of on-going competition in the retail channel and (5) emerging technologies and business models.
Regulatory and Legislative Factors. The regulatory and legislative factors that affect the Registrants include changes to the laws and regulations that govern competitive markets and utility regulatory business model cost recovery, tax policy, zero emission credit programs and environmental policy. In particular, Exelon’s and Generation’s financial performance could be affected by changes in the design of competitive wholesale power markets or Generation’s ability to sell power in those markets. In addition, potential regulation and legislation, including regulation or legislation regarding climate change and renewable portfolio standards (RPS), could have significant effects on the Registrants. Also, returns for the Utility Registrants are influenced significantly by state regulation and regulatory proceedings.
Operational Factors. The Registrants’ operational performance is subject to those factors inherent in running the nation’s largest fleet of nuclear power reactors and large electric and gas distribution systems. The safe, secure and effective operation of the nuclear facilities and the ability to effectively manage the associated decommissioning obligations as well as the ability to maintain the availability, reliability, safety and security of its energy delivery systems are fundamental to Exelon’s ability to achieve value-added growth for customers, communities and shareholders. Additionally, the operating costs of the Registrants and the opinions of their customers, regulators and shareholders are affected by those companies’ ability to maintain the reliability, safety and efficiency of their energy delivery systems.
A discussion of each of these risk categories and other risk factors is included below.
Market and Financial Factors
Generation is exposed to depressed prices inprice volatility associated with both the wholesale and retail power markets which could negatively affect its consolidated financial statementsand the procurement of nuclear and fossil fuel (Exelon and Generation).
Generation is exposed to commodity price risk for the unhedged portion of its electricity generation supply portfolio. Generation’s earnings and cash flows are therefore exposed to variability of spot and forward market prices in the markets in which it operates.

Price of Fuels.The spot market price of electricity for each hour is generally determined by the marginal cost of supplying the next unit of electricity to the market during that hour. Thus, the market price of power is affected by the market price of the marginal fuel used to generate the electricity unit.
Demand and Supply.The market price for electricity is also affected by changes in the demand for electricity and the available supply of electricity. Unfavorable economic conditions, milder than normal weather, and the growth of energy efficiency and demand response programs could each depress demand. In addition, in some markets, the supply of electricity could often exceed demand during some hours of the day, resulting in loss of revenue for base-load generating plants such as Exelon'sGeneration's nuclear plants.
Retail Competition.Generation’s retail operations compete for customers in a competitive environment, which affects the margins that Generation can earn and the volumes that it is able to serve. In periods of sustained low


natural gas and power prices and low market volatility, retail competitors can aggressively pursue market share because the barriers to entry can be low and wholesale generators (including Generation) use their retail operations to hedge generation output. Increased or more aggressive competition could adversely affect overall gross margins and profitability in Generation’s retail operations.
SustainedThe impact of sustained low market prices or depressed demand and over-supply could adversely affect Exelon’s and Generation’s consolidated financial statements and such impacts could be emphasized given Generation’s concentration of base-load electric generating capacity within primarily two geographic market regions, namely the Midwest and the Mid-Atlantic. These impacts could adversely affect Exelon’s and Generation’s ability to fund regulated utility growth for the benefit of customers, reduce debt and provide attractive shareholder returns. In addition, such conditions may no longer support the continued operation of certain generating facilities, which could adversely affect Exelon's and Generation's result of operationsfinancial statements primarily through accelerated depreciation expense, impairment charges related to inventory that cannot be used at other nuclear units and cancellation of in-flight capital projects, accelerated amortization of plant specific nuclear fuel costs, severance costs, accelerated asset retirement obligation expense related to future decommissioning activities,expenses and additional funding of decommissioning costs, which can be offset in whole or in part by reduced operating and maintenance expenses.one-time charges. See Note 86Early Plant Retirements of the Combined Notes to Consolidated Financial Statements for additional information.
In additionCost of Fuel. Generation depends on nuclear fuel and fossil fuels to operate most of its generating facilities. The supply markets for nuclear fuel, natural gas and oil are subject to price fluctuations, Generation is exposed to other risks in the power markets that are beyond its controlavailability restrictions and could negatively affect its results of operations (Exelon and Generation).counterparty default.
Credit Risk. In the bilateral markets, Generation is exposed to the risk that counterparties that owe Generation money, or are obligated to purchase energy or fuel from Generation, will not perform under their obligations for operational or financial reasons. In the event the counterparties to these arrangements fail to perform, Generation could be forced to purchase or sell energy or fuel in the wholesale markets at less favorable prices and incur additional losses, to the extent of amounts, if any, already paid to the counterparties. In the spot markets, Generation is exposed to risk as a result of default sharing mechanisms that exist within certain markets, primarily RTOs and ISOs, the purpose of which is to spread such risk across all market participants. Generation is also a party to agreements with entities in the energy sector that have experienced rating downgrades or other financial difficulties. In addition, Generation’s retail sales subject it to credit risk through competitive electricity and natural gas supply activities to serve commercial and industrial companies, governmental entities and residential customers. Retail credit risk results when customers default on their contractual obligations. This risk represents the loss that could be incurred due to the nonpayment of a customer’s account balance, as well as the loss from the resale of energy previously committed to serve the customer.
Market Designs. The wholesale markets vary from region to region with distinct rules, practices and procedures. Changes in these market rules, problems with rule implementation, or failure of any of these markets could adversely affect Generation’s business. In addition, a significant decrease in market participation could affect market liquidity and have a detrimental effect on market stability.
The Registrants are potentially affected by emerging technologies that could over time affect or transform the energy industry including technologies related to energy generation, distribution and consumption (All Registrants).
Some of these technologies include, but are not limited to, further development or applications of technologies related to shale gas production, renewable energy technologies, energy efficiency, distributed generation and energy

storage devices. Such developments could affect the price of energy, levels of customer-owned generation, customer expectations and current business models and make portions of our electric system power supply and transmission and/or distribution facilities obsolete prior to the end of their useful lives. Such technologies could also result in further declines in commodity prices or demand for delivered energy. Each of these factors could materially affect the Registrants’ consolidated financial statements through, among other things, reduced operating revenues, increased operating and maintenance expenses, and increased capital expenditures, as well asand potential asset impairment charges or accelerated depreciation and decommissioning expenses over shortened remaining asset useful lives.
Market performance and other factors could decrease the value of NDT funds and employee benefit plan assets and could increase the related employee benefit plan obligations, which then could require significant additional funding (All Registrants).
Disruptions in the capital markets and their actual or perceived effects on particular businesses and the greater economy could adversely affect the value of the investments held within Generation’s NDTs and Exelon’s employee benefit plan trusts. The Registrants have significant obligations in these areas and Exelon and Generation hold substantial assets in these trusts to meet those obligations. The asset values are subject to market fluctuations and will yield uncertain returns, which could fall below the Registrants’ projected return rates. A decline in the market value of the NDT fund investments could increase Generation’s funding requirements to decommission its nuclear plants. A decline in the market value of the pension and OPEB plan assets will increase the funding requirements associated with Exelon’s pension and OPEB plan obligations. Additionally, Exelon’s pension and OPEB plan liabilities are sensitive to changes in interest rates. As interest rates decrease, the liabilities increase, potentially increasing benefit costs and funding requirements. Changes in demographics, including increased numbers of retirements or changes in life expectancy assumptions or changes to Social Security or Medicare eligibility requirements could also increase the costs and funding requirements of the obligations related to the pension and OPEB plans. If future increases in pensionSee Note 9Asset Retirement Obligations and other postretirement costs as a result of reduced plan assets or other factors cannot be recovered, or cannot be recovered in a timely manner, from the Utility Registrants' customers, the consolidated financial statementsNote 14Retirement Benefits of the UtilityCombined Notes to Consolidated Financial Statements for additional information.
The Registrants could be negatively affected. Ultimately, if the Registrants are unable to manage the investments within the NDT funds and benefit plan assets and are unable to manage the related benefit plan liabilities and the related asset retirement obligations, their consolidated financial statements could be negatively impacted.
Unstableaffected by unstable capital and credit markets and increased volatility in commodity markets could adversely affect the Registrants’ businesses in several ways, including the availability and cost of short-term funds for liquidity requirements, the Registrants’ ability to meet long-term commitments, Generation’s ability to hedge effectively its generation portfolio, and the competitiveness and liquidity of energy markets; each could negatively impact the Registrants’ consolidated financial statements (All Registrants).
The Registrants rely on the capital markets, particularly for publicly offered debt, as well as the banking and commercial paper markets, to meet their financial commitments and short-term liquidity needs if internal funds are not available from the Registrants’ respective operations.needs. Disruptions in the


capital and credit markets in the United States or abroad could adverselynegatively affect the Registrants’ ability to access the capital markets or draw on their respective bank revolving credit facilities. The Registrants’ access to funds under their credit facilities depends on the ability of the banks that are parties to the facilities to meet their funding commitments. Those banks may not be able to meet their funding commitments to the Registrants if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests from the Registrants and other borrowers within a short period of time. The inability to access capital markets or credit facilities, and longer-term disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives or failures of significant financial institutions could result in the deferral of discretionary capital expenditures, Generation’s ability to hedge effectively its generation portfolio, changes to Generation’s hedging strategy in order to reduce collateral posting requirements, or a reduction in dividend payments or other discretionary uses of cash.
In addition, the Registrants have exposure to worldwide financial markets, including Europe, Canada and Asia. Disruptions in these markets could reduce or restrict the Registrants’ ability to secure sufficient liquidity or secure liquidity at reasonable terms. As of December 31, 2018,2019, approximately 23%, 19%, or $1.8 billion, 19%, or $1.8 billion, and 18%, or $1.7 billion of the Registrants’ available credit facilities were with European, Canadian and Asian banks, respectively. The credit facilities include $9.7 billion (including bilateral credit facilities and credit facilities for project

finance) in aggregate total commitments of which $8.0 billion was available as of December 31, 2018. As of December 31, 2018, there were no borrowings under Generation's bilateral credit facilities. See Note 1316 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on the credit facilities.
The strength and depth of competition in energy markets depend heavily on active participation by multiple trading parties, which could be adverselynegatively affected by disruptions in the capital and credit markets and legislative and regulatory initiatives that could affect participants in commodities transactions. Reduced capital and liquidity and failures of significant institutions that participate in the energy markets could diminish the liquidity and competitiveness of energy markets that are important to the respective businesses of the Registrants. Perceived weaknesses in the competitive strength of the energy markets could lead to pressures for greater regulation of those markets or attempts to replace market structures with other mechanisms for the sale of power, including the requirement of long-term contracts, which could have a material adverse effect on Exelon’s and Generation’s consolidated financial statements.contracts.
If any of the Registrants were to experience a downgrade in its credit ratings to below investment grade or otherwise fail to satisfy the credit standards in its agreements with its counterparties, it would be required to provide significant amounts of collateral under its agreements with counterparties and could experience higher borrowing costs (All Registrants).
Generation’s business is subject to credit quality standards that could require market participants to post collateral for their obligations. If Generation were to be downgraded or lose its investment grade credit rating (based on its senior unsecured debt rating) or otherwise fail to satisfy the credit standards of trading counterparties, it would be required under its hedging arrangements to provide collateral in the form of letters of credit or cash, which could have a material adverse effect upon its liquidity. The amount of collateral required to be provided by Generation at any point in time depends on a variety of factors, including (1) the notional amount of the applicable hedge, (2) the nature of counterparty and related agreements, and (3) changes in power or other commodity prices. In addition, if Generation were downgraded, it could experience higher borrowing costs as a result of the downgrade.  Generation could experience a downgrade in its ratings if any of the credit rating agencies concludes that the level of business or financial risk and overall creditworthiness of the power generation industry in general, or Generation in particular, has deteriorated. Changes in ratings methodologies by the credit rating agencies could also have a negative impact on the ratings of Generation.
Generation has project-specific financing arrangements and must meet the requirements of various agreements relating to those financings.  Failure to meet those arrangements could give rise to a project-specific financing default which, if not cured or waived, could result in the specific project being required to repay the associated debt or other borrowings earlier than otherwise anticipated, and if such repayment were not made, the lenders or security holders would generally have broad remedies, including rights to foreclose against the project assets and related collateral or to force the Exelon subsidiaries in the project-specific financings to enter into bankruptcy proceedings. The impact of bankruptcy on such arrangements may be a significant assumptioncould result in performingthe impairment assessments of thecertain project assets.
The Utility Registrants' operating agreements with PJM and PECO's, BGE's and DPL's natural gas procurement contracts contain collateral provisions that are affected by their credit rating and market prices. If certain wholesale market conditions were to exist and the Utility Registrants were to lose their investment grade credit ratings (based on their senior unsecured debt ratings), they would be required to provide collateral in the forms of letters of credit or cash, which could have a material adverse effect upon their remaining sources of liquidity. PJM collateral posting requirements will generally increase as market prices rise and decrease as market prices fall. Collateral posting requirements for PECO, BGE and DPL, with respect to their natural gas supply contracts, will generally increase as forward market prices fall and decrease as forward market prices rise. Given the relationship to forward market prices, contract collateral requirements can be volatile. In addition, ifIf the Utility Registrants were downgraded, they could experience higher borrowing costs as a result of the downgrade.
A Utility Registrant could experience a downgrade in its ratings if any of the credit rating agencies concludes that the level of business or financial risk and overall creditworthiness of the utility industry in general, or a Utility Registrant in particular, has deteriorated. A Utility Registrant could experience a downgrade if its current regulatory environment becomes less predictable by materially lowering returns for the Utility Registrant or adopting other measures to limit utility rates. Additionally, the ratings for a Utility Registrant could be downgraded if its financial results are weakened from current levels due to weaker operating performance or due to a failure to properly manage its capital structure. In addition, changes in ratings methodologies by the agencies could also have aan adverse negative impact on the ratings of the Utility Registrants.


The Utility Registrants conduct their respective businesses and operate under governance models and other arrangements and procedures intended to assure that the Utility Registrants are treated as separate, independent companies, distinct from Exelon and other Exelon subsidiaries in order to isolate the Utility Registrants from Exelon and other Exelon subsidiaries in the event of financial difficulty at Exelon or another Exelon subsidiary. These measures (commonly referred to as “ring-fencing”) could help avoid or limit a downgrade in the credit ratings of the Utility Registrants in the event of a reduction in the credit rating of Exelon. Despite these ring-fencing measures, the credit ratings of the Utility Registrants could remain linked, to some degree, to the credit ratings of Exelon. Consequently, a reduction in the credit rating of Exelon could result in a reduction of the credit rating of some or all of the Utility Registrants. A reduction in the credit rating of a Utility Registrant could have a material adverse effect on the Utility Registrant.
See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Liquidity and Capital Resources — Credit Matters — Market Conditions and Security Ratings for additional information regarding the potential impacts of credit downgrades on the Registrants’ cash flows.
Generation’s financial performance could be negatively affected by price volatility, availability and other risk factors associated with the procurement of nuclear and fossil fuel (Exelon and Generation).
Generation depends on nuclear fuel and fossil fuels to operate most of its generating facilities. Nuclear fuel is obtained predominantly through long-term uranium supply contracts, contracted conversion services, contracted enrichment services, or a combination thereof, and contracted fuel fabrication services. Natural gas and oil are procured for generating plants through annual, short-term and spot-market purchases. The supply markets for nuclear fuel, natural gas and oil are subject to price fluctuations, availability restrictions and counterparty default that could negatively affect the consolidated financial statements for Generation.
Generation’s risk management policies cannot fully eliminate the risk associated with its commodity trading activities (Exelon and Generation).
Generation’s asset-based power position as well as its power marketing, fuel procurement and other commodity trading activities expose Generation to risks of commodity price movements. Generation buys and sells energy and other products and enters into financial contracts to manage risk and hedge various positions in Generation’s power generation portfolio. Generation is exposed to volatility in financial results for unhedged positions as well as the risk of ineffective hedges. Generation attempts to manage this exposure through enforcement of established risk limits and risk management procedures. These risk limits and risk management procedures may not work as planned and cannot eliminate all risks associated with these activities. Even when its policies and procedures are followed, and decisions are made based on projections and estimates of future performance, results of operations could be diminished if the judgments and assumptions underlying those decisions prove to be incorrect. Factors, such as future prices and demand for power and other energy-related commodities, become more difficult to predict and the calculations become less reliable the further into the future estimates are made. As a result, Generation cannot predict the impact that its commodity trading activities and risk management decisions could have on its business or consolidated financial statements.
Financial performance and load requirements could be adverselynegatively affected if Generation is unable to effectively manage its power portfolio (Exelon and Generation).
A significant portion of Generation’s power portfolio is used to provide power under procurement contracts with the Utility Registrants and other customers. To the extent portions of the power portfolio are not needed for that purpose, Generation’s output is sold in the wholesale power markets. To the extent its power portfolio is not sufficient to meet the requirements of its customers under the related agreements, Generation must purchase power in the wholesale power markets. Generation’s financial results could be negatively affected if it is unable to cost-effectively meet the load requirements of its customers, manage its power portfolio or effectively address the changes in the wholesale power markets.

Challenges to tax positions taken by the Registrants as well as tax law changes and the inherent difficulty in quantifying potential tax effectsThe impacts of business decisions, could impact the Registrants’ consolidated financial statements. (All Registrants).
Corporate Tax Reform. On December 22, 2017, President Trump signed into law the TCJA. See Note 14 - Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information.
While the Registrants’ current tax accounting and future expectations are based on management’s present understanding of the provisions under the TCJA, further interpretive guidance of the TCJA’s provisions could result in further adjustments that could have a material impact to the Registrants’ future consolidated financial statements.
The Utility Registrants have made their best estimate regarding the probability and timing of settlements of net regulatory liabilities established pursuant to the TCJA. However, the amount and timing of the settlements may change based on decisions and actions by the rate regulators, which could have a material impact on the Utility Registrants’ future consolidated financial statements.
Tax reserves. The Registrants are required to make judgments in order to estimate their obligations to taxing authorities. These tax obligations include income, real estate, sales and use and employment-related taxes and ongoing appeal issues related to these tax matters. These judgments include reserves established for potential adverse outcomes regarding tax positions that have been taken that could be subject to challenge by the tax authorities. See Note 1 — Significant Accounting Policies and Note 14 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information.
Increases in customer rates, includingsignificant economic downturns or increases in the cost of purchased power and increases in natural gas prices for the Utility Registrants, and the impact of economic downturns could lead to greater expense for uncollectible customer balances. Additionally, increased rates, could lead to decreased volumes delivered. Both of these factors could decrease Generation’sdelivered and the Utility Registrants' results from operations, cash flows or financial positionsincreased expense for uncollectible customer balances (All Registrants).
The impacts of significant economic downturns on the Utility Registrants' customers, such as unemployment for residential customers and less demand for products and services provided by commercial and industrial customers, and the related regulatory limitations on residential service terminations, could result in an increase in the number of uncollectible customer balances', which would negatively affectbalances. Further, increases in customer rates, including those related to increases in purchased power and natural gas prices, could result in declines in customer usage and lower revenues for the Utility Registrants' consolidated financial statements. Registrants that do not have decoupling mechanisms.
Generation's customer-facing energy delivery activities face similar economic downturn risks, such as lower volumes sold and increased expense for uncollectible customer balances which could negatively affect Generation's consolidated financial statements. balances.
See ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK for additional information of the Registrants’ credit risk.


The Utility Registrants' current procurement plans include purchasing power through contracted suppliers and in the spot market. ComEd’s, PECO’s and ACE's costs of purchased power are charged to customers without a return or profit component. BGE's, Pepco's and DPL's SOS rates charged to customers recover their wholesale power supply costs and include a return component. For PECO and DPL, purchased natural gas costs are charged to customers with no return or profit component. For BGE, purchased natural gas costs are charged to customers using a MBR mechanism that compares the actual cost of gas to a market index. The difference between the actual cost and the market index is shared equally between shareholders and customers. Purchased power and natural gas prices fluctuate based on their relevant supply and demand. Significantly higher rates related to purchased power and natural gasRegistrants could result in declines in customer usage, lower revenues and potentially additional uncollectible accounts expense for the Utility Registrants. In addition, any challengesbe negatively affected by the regulators or the Utility Registrants as to the recoverabilityimpacts of these costs could have a material adverse effect in the Registrants’ consolidated financial statements. Also, the Utility Registrants' cash flows could be adversely affected by differences between the time period when electricity and natural gas are purchased and the ultimate recovery from customers.
The effects of weather could impact the Registrants’ consolidated financial statements (All Registrants).
Weather conditions directly influence the demand for electricity and natural gas and affect the price of energy commodities. Temperatures above normal levels in the summer tend to increase summer cooling electricity demand and revenues, and temperatures below normal levels in the winter tend to increase winter heating electricity and gas demand and revenues. Moderate temperatures adversely affect the usage of energy and resulting revenues

at PECO, DPL Delaware and ACE. Due to revenue decoupling, BGE, Pepco and DPL Maryland recognize revenues at MDPSC and DCPSC-approved levels per customer, regardless of what actual distribution volumes are for a billing period and are not affected by actual weather with the exception of major storms. Pursuant to the Future Energy Jobs Act (FEJA), beginning in 2017,ComEd’s customer rates for ComEd are adjusted to eliminate the favorable and unfavorable impacts of weather and customer usage patterns on distribution revenue.
Extreme weather conditions or damage resulting from storms could stress the Utility Registrants' transmission and distribution systems, communication systems and technology, resulting in increased maintenance and capital costs and limiting each company’s ability to meet peak customer demand. These extreme conditions could have detrimental effects in the Utility Registrants' consolidated financial statements. First and third quarter financial results, in particular, are substantially dependent on weather conditions, and could make period comparisons less relevant.
Generation’s operations are also affected by weather, which affects demand for electricity as well as operating conditions. To the extent that weather is warmer in the summer or colder in the winter than assumed, Generation could require greater resources to meet its contractual commitments. Extreme weather conditions or storms could affect the availability of generation and its transmission, limiting Generation’s ability to source or send power to where it is sold. In addition, drought-like conditions limiting water usage could impact Generation’s ability to run certain generating assets at full capacity. These conditions, which cannot be accurately predicted, could have an adverse effect by causingcause Generation to seek additional capacity at a time when wholesale markets are tight or to seek to sell excess capacity at a time when markets are weak.
Certain long-livedLong-lived assets, goodwill and other assets recorded on the Registrants’ statements of financial position could become impaired which would result in write-offs of the impaired amounts (All Registrants).
Long-lived assets represent the single largest asset class on the Registrants’ statements of financial position. In addition, Exelon, ComEd and GenerationPHI have significant balances related to unamortized energy contracts, as further disclosed in Note 10 — Intangible Assets of the Combined Notes to Consolidated Financial Statements. material goodwill balances.
The Registrants evaluate the recoverability of the carrying value of long-lived assets to be held and used whenever events or circumstances indicating a potential impairment exist. Factors such as, but not limited to, the business climate, including current and future energy and market conditions, environmental regulation, and the condition of assets are considered when evaluating long-lived assetsconsidered.
ComEd and PHI perform an assessment for potential impairment. Anpossible impairment of their goodwill at least annually or more frequently if an event occurs or circumstances change that would require the Registrants tomore likely than not reduce the carrying value of the long-lived asset to fair value through a non-cash charge to expense by the amount of the impairment, and such an impairment could have a material adverse impact in the Registrants’ consolidated financial statements.
As of December 31, 2018, Exelon's $6.7 billion carrying amount of goodwill primarily consists of $2.6 billion at ComEd relating to the acquisition of ComEd in 2000 upon the formation of Exelon and $4.0 billion at PHI primarily resulting from Exelon's acquisition of PHI in the first quarter of 2016. Under GAAP, goodwill remains at its recorded amount unless it is determined to be impaired, which is generally based upon an annual analysis that compares the implied fair value of the goodwill to itsreporting units below their carrying value. If an impairment occurs, the amount of the impaired goodwill will be written-off to expense, which will also reduce equity. The actual timing and amounts of any goodwill impairments will depend on many sensitive, interrelated and uncertain variables. Such an impairment would result in a non-cash charge to expense, which could have a material adverse impact on Exelon's, ComEd's, and PHI's results of operations.
amount. Regulatory actions or changes in significant assumptions, including discount and growth rates, utility sector market performance and transactions, projected operating and capital cash flows for ComEd’s, Pepco’s, DPL’s, and ACE’s business, and the fair value of debt, could potentially result in future impairments of Exelon’s, PHI’s, and ComEd’s goodwill.
An impairment would require the Registrants to reduce the carrying value of the long-lived asset or goodwill which could be material.
to fair value through a non-cash charge to expense by the amount of the impairment. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Critical Accounting Policies and Estimates, Note 67Property, Plant and Equipment, Note 711Impairment of Long-Lived Assets and IntangiblesAsset Impairments and Note 1012Intangible Assets of the Combined Notes to the Consolidated Financial Statements for additional information on long-lived asset and goodwill impairments.

Exelon and its subsidiaries at times guarantee the performance of third parties, whichThe Registrants could result inincur substantial costs in the event of non-performance by such third parties. In addition,third-parties under indemnification agreements, or when the Registrants could have rights under agreements which obligate third partiesguaranteed their performance. Generation is exposed to indemnify the Registrants for various obligations, and the Registrants could incur substantial costsother credit risks in the eventpower markets that the applicable Registrant is unable to enforce those agreements or the applicable third-party is otherwise unable to perform. The Registrants could also incur substantial costs in the event that third parties are entitled to indemnification related to environmental or other risks in connection with the acquisition and divestiture of assetsbeyond its control (All Registrants).
Some of the Registrants have issued guarantees of the performance of third parties, which obligate the Registrant or its subsidiaries to perform in the event that the third parties do not perform. In the event of non-performance by those third parties, a Registrant could incur substantial cost to fulfill its obligations under these guarantees. Such performance guarantees could have a material impact in the consolidated financial statements of the Registrant. Some of the Registrants have issued indemnities to third parties regarding environmental or other matters in connection with purchases and sales of assets and a Registrant could incur substantial costs to fulfill its obligations under these indemnities and such costs could adversely affect a Registrant’s consolidated financial statements.
Some of theThe Registrants have entered into various agreements with counterparties that require those counterparties to reimburse a Registrant and hold it harmless against specified obligations and claims. To the extent that any of these counterparties are affected by deterioration in their creditworthiness or the agreements are otherwise determined to be unenforceable, the affected Registrant could be held responsible for the obligations, which could adversely impact that Registrant’s consolidated financial statements.obligations. Each of the Utility


Registrants has transferred its former generation business to a third party and in each case the transferee may havehas agreed to assume certain obligations and to indemnify the applicable Utility Registrant for such obligations. In connection with the restructurings under which ComEd, PECO and BGE transferred their generating assets to Generation, Generation assumed certain of ComEd’s, PECO’s and BGE's rights and obligations with respect to their former generation businesses. Further, ComEd, PECO and BGE may have entered into agreements with third parties under which the third-party agreed to indemnify ComEd, PECO or BGE for certain obligations related to their respective former generation businesses that have been assumed by Generation as part of the restructuring. If the third-party, Generation or the transferee of Pepco's, DPL's or ACE’s generation facilities experienced events that reduced its creditworthiness or the indemnity arrangement became unenforceable, the applicable Utility Registrant could be liable for any existing or future claims, which could impact that Utility Registrant's consolidated financial statements.claims. In addition, the Utility Registrants may have residual liability under certain laws in connection with their former generation facilities.
The Registrants have issued indemnities to third parties regarding environmental or other matters in connection with purchases and sales of assets and a Registrant could incur substantial costs to fulfill its obligations under these indemnities.
The Registrants have issued guarantees of the performance of third parties, which obligate the Registrant to perform in the event that the third parties do not perform. In the event of non-performance by those third parties, a Registrant could incur substantial cost to fulfill its obligations under these guarantees.
In the bilateral markets, Generation is exposed to the risk that counterparties that owe Generation money or are obligated to purchase energy or fuel from Generation, will not perform under their obligations for operational or financial reasons. In the event the counterparties to these arrangements fail to perform, Generation could be forced to purchase or sell energy or fuel in the wholesale markets at less favorable prices and incur additional losses, to the extent of amounts, if any, were already paid to the counterparties. In the spot markets, Generation is exposed to risk as a result of default sharing mechanisms that exist within certain markets, primarily RTOs and ISOs. Generation is also a party to agreements with entities in the energy sector that have experienced rating downgrades or other financial difficulties. In addition, Generation’s retail sales subject it to credit risk through competitive electricity and natural gas supply activities to serve commercial and industrial companies, governmental entities and residential customers. Retail credit risk results when customers default on their contractual obligations. This risk represents the loss that could be incurred due to the nonpayment of a customer’s account balance, as well as the loss from the resale of energy previously committed to serve the customer.
Regulatory and Legislative Factors
Federal or state legislative or regulatory actions could negatively affect the scope and functioning of the wholesale markets (Exelon and Generation).
Approximately 70% of Generation’s generating resources, which include directly owned assets and capacity obtained through long-term contracts, are located in the area encompassed by PJM. Generation’s future results of operations are impacted by (1) FERC’s and PJM's support for policies that favor the preservation of competitive wholesale power markets and recognize the value of zero-carbon electricity and resiliency and for states' energy objectives and policies (2) the absence of material changes to market structures that would limit or otherwise negatively affect Exelon or Generation. Generation could also be affected by state laws, regulations or initiatives to subsidize existing or new generation.
FERC’s requirements for market-based rate authority could pose a risk that Generation may no longer satisfy FERC’s tests for market-based rates.
The Registrants’ generation and energy delivery businesses are highly regulated and could be subject tonegatively affected by regulatory and legislative actions that adversely affect their consolidated financial statements. Fundamental changes in regulation or legislation or violation of tariffs or market rules and anti-manipulation laws, could disrupt the Registrants’ business plans and adversely affect their operations, cash flows or financial results (All Registrants).
Substantially all aspects of the businesses of the Registrants are subject to comprehensive Federal or state regulation and legislation. Further, Exelon’s and
Generation’s consolidated financial statements are significantly affected by Generation'sits sales and purchases of commodities at market-based rates, as opposed to cost-based or other similarly regulated rates and Exelon’sFederal and state regulatory and legislative developments related to emissions, climate change, capacity market mitigation, energy price information, resilience, fuel diversity and RPS. Legislative and regulatory efforts in Illinois, New York and New Jersey


to preserve the environmental attributes and reliability benefits of zero-emission nuclear-powered generating facilities through ZEC programs are or could be subject to legal and regulatory challenges and, if overturned, could result in the early retirement of certain of Generation’s nuclear plants. See Note 3Regulatory Matters and Note 6Early Plant Retirements of the Combined Notes to Consolidated Financial Statements for additional information.
The Utility Registrants' consolidated financial statements are heavily dependent on the ability of the Utility Registrants to recover their costs for the retail purchase and distribution of power and natural gas to their customers. Similarly, there is risk that financial market regulations could increase the Registrants’ compliance costs and limit their ability to engage in certain transactions. In the planning and management of operations, the Registrants must address the effects of regulation on their businesses and changes in the regulatory framework, including initiatives by Federal and state legislatures, RTOs, exchanges, ratemaking agencies and taxing authorities. Additionally, the Registrants need to be cognizant and understand rule changes or Registrant actions that could result in potential violation of tariffs, market rules and anti-manipulation laws.
Fundamental changes in regulations or other adverse legislative actions affecting the Registrants’ businesses would require changes in their business planning models and operations and could negatively impact their respective consolidated financial statements.

State and federal regulatory and legislative developments related to emissions, climate change, tax reform, capacity market mitigation, energy price information, resilience, fuel diversity and RPS could also significantly affect Exelon’s and Generation’s consolidated financial statements.operations. The Registrants cannot predict when or whether legislative and regulatory proposals could become law or what their effect will be on the Registrants.
LegislativeChanges in the Utility Registrants' respective terms and regulatory efforts in Illinois, New York and New Jersey to preserve the environmental attributes and reliability benefitsconditions of zero-emission nuclear-powered generating facilities through zero emission credit programsservice, including their respective rates, are subject to legal challengesregulatory approval proceedings and/or negotiated settlements that are at times contentious, lengthy and if overturned,subject to appeal, which lead to uncertainty as to the ultimate result and which could introduce time delays in effectuating rate changes (Exelon and the Utility Registrants).
The Utility Registrants are required to engage in regulatory approval proceedings as a part of the process of establishing the terms and rates for their respective services. These proceedings typically involve multiple parties, including governmental bodies and officials, consumer advocacy groups and various consumers of energy, who have differing concerns but who have the common objective of limiting rate increases or even reducing rates. Decisions are subject to appeal, potentially leading to additional uncertainty associated with the approval proceedings. The potential duration of such proceedings creates a risk that rates ultimately approved by the applicable regulatory body may not be sufficient for a Utility Registrant to recover its costs by the time the rates become effective. Established rates are also subject to subsequent prudency reviews by state regulators, whereby various portions of rates could be adjusted, subject to refund or disallowed, including recovery mechanisms for costs associated with the procurement of electricity or gas, bad debt, MGP remediation, smart grid infrastructure, and energy efficiency and demand response programs. In certain instances, the Utility Registrants could agree to negotiated settlements related to various rate matters, customer initiatives or franchise agreements. These settlements are subject to regulatory approval. The ultimate outcome and timing of regulatory rate proceedings have a significant effect on the ability of the Utility Registrants to recover their costs or earn an adequate return. See Note 3Regulatory Matters of the Combined Notes to the Consolidated Financial Statements for additional information.
NRC actions could negatively impact Exelon’saffect the operations and Generation’s consolidated financial statements and result in the early retirement of certainprofitability of Generation’s nuclear plants.
Generation could be negatively affected by possible Federal or state legislative or regulatory actions that could affect the scope and functioning of the wholesale marketsgenerating fleet (Exelon and Generation).
Approximately 63% of Generation’s generating resources, which include directly owned assets and capacity obtained through long-term contracts, are locatedRegulatory risk.A change in the area encompassedAtomic Energy Act or the applicable regulations or licenses could require a substantial increase in capital expenditures or could result in increased operating or decommissioning costs. Events at nuclear plants owned by PJM. Generation’s future results of operations will depend on (1) FERC’s continued adherence to and support for, policies that favor the preservation of competitive wholesale power markets and recognize the value of zero-carbon electricity and resiliency and (2) the absence of material changes to market structures that would limit or otherwise negatively affect market competition.others, as well as those owned by Generation, could also be adversely affected by state laws, regulations or initiatives designedcause the NRC to reduce wholesale prices artificially below competitive levels or to subsidize existing or new generation.initiate such actions.
FERC’s requirementsSpent nuclear fuel storage.The approval of a national repository for market-based rate authority, established in Order 697the storage of SNF and 816 and related subsequent orders, could pose a risk that Generation may no longer satisfy FERC’s tests for market-based rates. Since Order 697 became final in June 2007, Generation has obtained orders affirming Generation’s authority to sell at market-based rates and none denying that authority.
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the Act) was enacted in July 2010. The partthe timing of the Act that affects Exelon mostsuch facility opening, will significantly is Title VII, which is known asaffect the Dodd-Frank Wall Street Transparency and Accountability Act (Dodd-Frank). Dodd-Frank requires a new regulatory regime for over-the-counter swaps (swaps), including mandatory clearing for certain categories of swaps, incentives to shift swap activity to exchange trading, margin and capital requirements, and other obligations designed to promote transparency. The primary aim of Dodd-Frank is to regulate the key intermediaries in the swaps market, which entities are swap dealers (SDs), major swap participants (MSPs), or certain other financial entities, but the law also applies to a lesser degree to end-users of swaps. The CFTC’s Dodd-Frank regulations generally preserved the ability of end users in the energy industry to hedge their risks using swaps without being subject to mandatory clearing, and many of the other substantive regulations that apply to SDs, MSPs, and other financial entities. Generation manages, and expects to be able to continue to manage, its commercial activity to ensure that it does not have to register as an SD or MSP or other type of covered financial entity.
There are some rulemaking proceedings that have not yet been finalized, in particular, proposed rules on position limits that would apply to both Exchange-traded futures contracts and economically-equivalent over-the-counter swaps. Although the company would incur some costs associated with monitoringstorage of SNF, and compliance with such rules, it does not expect the rulesultimate amounts received from the DOE to havereimburse Generation for these costs.
Any regulatory action relating to the timing and availability of a material impactrepository for SNF could adversely affect Generation’s ability to decommission fully its nuclear units. Generation cannot predict what, if any, fee may be established in the future for SNF disposal. See Note 18Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information on its business operations.the SNF obligation.
The Utility Registrants could also be subject to some Dodd-Frank requirementshigher costs and/or penalties related to mandatory reliability standards, including the extent they were to enter into swaps. However, at this time, managementlikely exposure of the Utility Registrants continue to expect that their companies will not be materially affected by Dodd-Frank.the results of PJM’s RTEP and NERC compliance requirements (All Registrants).
Generation’s affiliation withThe Registrants as users, owners and operators of the bulk power transmission system, including Generation and the Utility Registrants, togetherare subject to mandatory reliability standards promulgated by NERC and enforced by FERC.


PECO, BGE and DPL as operators of natural gas distribution systems, PECO, BGE and DPL are also subject to mandatory reliability standards of the U.S. Department of Transportation. The standards are based on the functions that need to be performed to ensure the bulk power system operates reliably and are guided by reliability and market interface principles. Compliance with or changes in the reliability standards could subject the Registrants to higher operating costs and/or increased capital expenditures. In addition, the ICC, PAPUC, MDPSC, DCPSC, DPSC and NJBPU impose certain distribution reliability standards on the Utility Registrants. If the Registrants were found not to be in compliance with the presence of aFederal and State mandatory reliability standards, they could be subject to remediation costs as well as sanctions, which could include substantial percentage of Generation’s physical asset base within the Utility Registrants' service territories, could increase Generation’s cost of doing business to the extent future complaints or challenges regarding the Utility Registrants' retail rates result in settlements or legislative or regulatory requirements funded in part by Generation (Exelon and Generation).
Generation has significant generating resources within the service areas of the Utility Registrants and makes significant sales to each of them. Those facts tend to cause Generation to be directly affected by developments in those markets. Government officials, legislators and advocacy groups are aware of Generation’s affiliation with the Utility Registrants and its sales to each of them. In periods of rising utility rates, particularly when driven by increased

costs of energy production and supply, those officials and advocacy groups could question or challenge costs and transactions incurred by the Utility Registrants with Generation, irrespective of any previous regulatory processes or approvals underlying those transactions. These challenges could increase the time, complexity and cost of the associated regulatory proceedings, and the occurrence of such challenges could subject Generation to a level of scrutiny not faced by other unaffiliated competitors in those markets. In addition, government officials and legislators could seek ways to force Generation to contribute to efforts to mitigate potential or actual rate increases, through measures such as generation-based taxes and contributions to rate-relief packages.monetary penalties.
The Registrants could incur substantial costs to fulfill their obligations related to environmental and other matters (All Registrants).
The businesses which the Registrants operate are subject to extensive environmental regulation and legislation by local, state and Federal authorities. These laws and regulations affect the manner in which the Registrants conduct their operations and make capital expenditures including how they handle air and water emissions and solid waste disposal. Violations of these emission and disposal requirements could subject the Registrants to enforcement actions, capital expenditures to bring existing facilities into compliance, additional operating costs for remediation and clean-up costs, civil penalties and exposure to third parties’ claims for alleged health or property damages or operating restrictions to achieve compliance. In addition, the Registrants are subject to liability under these laws for the remediation costs for environmental contamination of property now or formerly owned by the Registrants and of property contaminated by hazardous substances they generate. The Registrants have incurred and expect to incur significant costs related to environmental compliance, site remediation and clean-up. Remediation activities associated with MGP operations conducted by predecessor companies are one component of such costs. Also, the Registrants are currently involved in a number of proceedings relating to sites where hazardous substances have been deposited and could be subject to additional proceedings in the future.
If application of Section 316(b) of the Clean Water Act, which establishes a national requirement for reducing the adverse impacts to aquatic organisms at existing generating stations, requires the retrofitting of cooling water intake structures at Salem or other Exelon power plants, this development could result in material costs of compliance. See ITEM 1. BUSINESS — Environmental Regulation for additional information.
The Registrants could be negatively affected by challenges to tax positions taken, tax law changes and the inherent difficulty in quantifying potential tax effects of business decisions. (All Registrants).
The Registrants are required to make judgments in order to estimate their obligations to taxing authorities. These tax obligations include income, real estate, sales and use and employment-related taxes and ongoing appeal issues related to these tax matters. These judgments include reserves established for potential adverse outcomes regarding tax positions that have been taken that could be subject to challenge by the tax authorities. See Note 221CommitmentsSignificant Accounting Policies and ContingenciesNote 13Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information.
Additionally, Generation is subject to exposure for asbestos-related personal injury liability alleged at certain current and formerly owned generation facilities. Future legislative action could require Generation to make a material contribution to a fund to settle lawsuits for alleged asbestos-related disease and exposure.
In some cases, a third-party who has acquired assets from a Registrant has assumed the liability the Registrant could otherwise have for environmental matters related to the transferred property. If the transferee is unable, or fails, to discharge the assumed liability, a regulatory authority or injured person could attempt to hold the Registrant responsible, and the Registrant’s remedies against the transfereeThe Registrants could be limitednegatively affected by the financial resources of the transferee. See Note 22 — Commitmentsfederal and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information.
Changes in the Utility Registrants' respective terms and conditions of service, including their respective rates, are subject to regulatory approval proceedings and/or negotiated settlements that are at times contentious, lengthy and subject to appeal, which lead to uncertainty as to the ultimate result and which could introduce time delays in effectuating rate changes (Exelon and the Utility Registrants).
The Utility Registrants are required to engage in regulatory approval proceedings as a part of the process of establishing the terms and rates for their respective services. These proceedings typically involve multiple parties, including governmental bodies and officials, consumer advocacy groups and various consumers of energy, who have differing concerns but who have the common objective of limiting rate increases or even reducing rates. The proceedings generally have timelines that may not be limited by statute. Decisions are subject to appeal, potentially leading to additional uncertainty associated with the approval proceedings. The potential duration of such proceedings creates a risk that rates ultimately approved by the applicable regulatory body may not be sufficient for a Utility Registrant to recover its costs by the time the rates become effective. Established rates are also subject to subsequent prudency reviews by state regulators, whereby various portions of rates could be adjusted, subject to refund or disallowed, including recovery mechanisms for costs associated with the procurement of electricity or gas, bad debt, MGP remediation, smart grid infrastructure, and energy efficiency and demand response programs.

In certain instances, the Utility Registrants could agree to negotiated settlements related to various rate matters, customer initiatives or franchise agreements. These settlements are subject to regulatory approval.
The Utility Registrants cannot predict the ultimate outcomes of any settlements or the actions by Illinois, Pennsylvania, Maryland, the District of Columbia, Delaware, New Jersey or Federal regulators in establishing rates, including the extent, if any, to which certain costs such as significant capital projects will be recovered or what rates of return will be allowed. Nevertheless, the expectation is that the Utility Registrants will continue to be obligated to deliver electricity to customers in their respective service territories and will also retain significant default service obligations, referred to as POLR, DSP, SOS and BGS, to provide electricity and natural gas to certain groups of customers in their respective service areas who do not choose an alternative supplier. The ultimate outcome and timing of regulatory rate proceedings have a significant effect on the ability of the Utility Registrants, as applicable, to recover their costs or earn an adequate return and could have a material adverse effect in the Utility Registrants' consolidated financial statements. See Note 4 — Regulatory Matters of the Combined Notes to the Consolidated Financial Statements for additional information regarding rate proceedings.
Federal or additional state RPS and/or energy conservation legislation, along with energy conservation by customers could negatively affect the consolidated financial statements of Generation and the Utility Registrants (All Registrants).
Changes to current state legislation or the development of Federal legislation that requires the use of clean, renewable and alternate fuel sources could significantly impact Generation and the Utility Registrants, especially if timely cost recovery is not allowed for Utility Registrants. The impact could include increased costs and increased rates for customers.
Federal and state legislation mandating the implementation of energy conservation programs that require the implementation of new technologies, such as smart meters and smart grid, have increasedcould increase capital expenditures and could significantly impact the Utility Registrants consolidated financial statements if timely cost recovery is not allowed. Furthermore, regulated energy consumption reduction targets and declines in customer energy consumption resulting from the implementation of new energy conservation technologies could lead to a decline in the revenues of Exelon, Generation and the Utility Registrants. For additional information, seeSee ITEM 1. BUSINESS — Environmental Regulation — Renewable and Alternative Energy Portfolio Standards.Standards for additional information.
The impact of not meeting the criteria of the FASB guidance for accounting for the effects of certain types of regulation could be material to Exelon and

Generation’s affiliation with the Utility Registrants, together with the presence of a substantial percentage of Generation’s physical asset base within the Utility Registrants' service territories, could increase Generation’s cost of doing business to the extent future complaints or challenges regarding the Utility Registrants' retail rates result in settlements or legislative or regulatory requirements funded in part by Generation (Exelon and the Utility Registrants)Generation).
As of December 31, 2018, Exelon andGeneration has significant generating resources within the Utility Registrants have concluded that the operationsservice areas of the Utility Registrants meet the criteriaand makes significant sales to each of the authoritative guidance for accounting for the effectsthem. Those facts tend to cause Generation to be directly affected by developments in those markets. Government officials, legislators and advocacy groups are aware of certain types of regulation. If it is concluded in a future period that a separable portion of their businesses no longer meets the criteria, Exelon, andGeneration’s affiliation with the Utility Registrants would be requiredand its sales to eliminate the financial statement effectseach of regulation for that partthem. In periods of their business. That action would include the eliminationrising utility rates, particularly when driven by increased costs of anyenergy production and supply, those officials and advocacy groups could question or all regulatory assetschallenge costs and liabilities that had been recorded in their Consolidated Balance Sheets and the recognition of a one-time charge in their Consolidated Statements of Operations and Comprehensive Income. The impact of not meeting the criteria of the authoritative guidance could be material to the financial statements of Exelon and the Utility Registrants. The impacts and resolution of the above items could lead to an impairment of ComEd's or PHI’s goodwill, which could be significant and at least partially offset the gains at ComEd discussed above. A significant decrease in equity as a result of any changes could limit the ability oftransactions incurred by the Utility Registrants to pay dividends under Federalwith Generation, irrespective of any previous regulatory processes or approvals underlying those transactions. These challenges could increase the time, complexity and state law and no longer meeting the regulatory accounting criteria could cause significant volatility in future results of operations. See Note 1 — Significant Accounting Policies, Note 4 — Regulatory Matters and Note 10 — Intangible Assetscost of the Combined Notesassociated regulatory proceedings, and the occurrence of such challenges could subject Generation to Consolidated Financial Statements for additional information regarding accounting for the effectsa level of regulation, regulatory mattersscrutiny not faced by other unaffiliated competitors in those markets. In addition, government officials and ComEd’s and PHI's goodwill, respectively.
Exelon and Generationlegislators could incur material costs of compliance if Federal and/or state regulation or legislation is adopted to address climate change (Exelon and Generation).
Various stakeholders, including legislators and regulators, shareholders and non-governmental organizations, as well as other companies in many business sectors, including utilities, are consideringseek ways to address the effect of GHG emissions on climate change. If carbon reduction regulationforce Generation to contribute to efforts to mitigate potential or legislation becomes effective, Exelon and Generation could incur costs either to limit further the GHG emissions from their operations or to procure emission

allowance credits. See ITEM 1. BUSINESS — Global Climate Change and Note 22 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information regarding climate change.
The Registrants could be subject to higher costs and/or penalties related to mandatory reliability standards, including the likely exposure of the Utility Registrants to the results of PJM’s RTEP and NERC compliance requirements (All Registrants).
As a result of the Energy Policy Act of 2005, users, owners and operators of the bulk power transmission system, including Generation and the Utility Registrants, are subject to mandatory reliability standards promulgated by NERC and enforced by FERC. As operators of natural gas distribution systems, PECO, BGE and DPL are also subject to mandatory reliability standards of the U.S. Department of Transportation. The standards are based on the functions that need to be performed to ensure the bulk power system operates reliably and are guided by reliability and market interface principles. Compliance with or changes in the reliability standards could subject the Registrants to higher operating costs and/or increased capital expenditures. In addition, the ICC, PAPUC, MDPSC, DCPSC, DPSC and NJBPU impose certain distribution reliability standards on the Utility Registrants. If the Registrants were found not to be in compliance with the mandatory reliability standards, they could be subject to remediation costsactual rate increases, through measures such as well as sanctions, which could include substantial monetary penalties.
The Utility Registrants as transmission owners are subject to NERC compliance requirements. NERC provides guidance to transmission owners regarding assessments of transmission lines. The results of these assessments could require the Utility Registrants to incur incremental capital or operating and maintenance expenditures to ensure their transmission lines meet NERC standards.
See Note 4 — Regulatory Matters and Note 22 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information.generation-based taxes.
The Registrants could be subject to adverse publicity and reputational risks, which make them vulnerable to negative customer perception and could lead to increased regulatory oversight or other consequences (All Registrants).
The Registrants have large consumer customer bases and as a result could be the subject of public criticism focused on the operability of their assets and infrastructure and quality of their service.criticism. Adverse publicity of this nature could render legislatures and other governing bodies, public service commissions and other regulatory authorities, and government officialslegislative authorities less likely to view energy companies such as Exelon and its subsidiaries in a favorable light, and could cause Exelon and its subsidiaries to be susceptible to less favorable legislative and regulatory outcomes, as well as increased regulatory oversight and more stringent legislative or regulatory requirements (e.g. disallowances of costs, lower ROEs). The imposition of any of
Legal proceedings could result in a negative outcome, which the foregoing could have a material negative impact on the Registrants' business or consolidated financial statements.
The Registrants cannot predict the outcome of the legal proceedings relating to their business activities. An adverse determination could negatively impact their consolidated financial statements (All Registrants).
The Registrants are involved in legal proceedings, claims and litigation arising out of their business operations, the most significant of whichoperations. The material ones are summarized in Note 2218Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements. Adverse outcomes in these proceedings could require significant expenditures, result in lost revenue or restrict existing business activities, any of which could have a material adverse effect in the Registrants’ consolidatedactivities.
Generation’s financial statements.
Generationperformance could be negatively affected by possible Nuclear Regulatory Commission actions that could affect the operationsrisks arising from its ownership and profitabilityoperation of its nuclear generating fleethydroelectric facilities (Exelon and Generation).
Regulatory risk. A change inFERC has the Atomic Energy Actexclusive authority to license most non-Federal hydropower projects located on navigable waterways, Federal lands or connected to the applicable regulationsinterstate electric grid. Generation cannot predict whether it will receive all the regulatory approvals for the renewed licenses of its hydroelectric facilities. If FERC does not issue new operating licenses for Generation’s hydroelectric facilities or licensesa station cannot be operated through the end of its operating license, Generation’s results of operations could be adversely affected by increased depreciation rates and accelerated future decommissioning costs, since depreciation rates and decommissioning cost estimates currently include assumptions that license renewal will be received. Generation could also lose revenue and incur increased fuel and purchased power expense to meet supply commitments. In addition, conditions could be imposed as part of the license renewal process that could adversely affect operations, could require a substantial increase in capital expenditures, or could result in increased operating costs or decommissioning costs and significantly affect Generation’s consolidated financial statements. Eventscould render the project uneconomic. Similar effects could result from a change in the Federal Power Act or the applicable regulations due to events at nuclear plantshydroelectric facilities owned by others, as well as those owned by Generation,Generation.
Exelon and ComEd have received requests for information related to government investigations. The outcome of the investigations could causehave a material adverse effect on their reputation and consolidated financial statements (Exelon and ComEd).
Exelon and ComEd received a grand jury subpoena in the NRC to initiate such actions.second quarter of 2019 from the U.S. Attorney’s Office for the Northern District of Illinois requiring production of information concerning their lobbying activities in the state

Spent nuclear fuel storage. The approval
of Illinois. On October 4, 2019, Exelon and ComEd received a national repositorysecond grand jury subpoena from the U.S. Attorney’s Office for the storageNorthern District of SNF, suchIllinois requiring production of records of any communications with certain individuals and entities. On October 22, 2019, the SEC notified Exelon and ComEd that it has also opened an investigation into their lobbying activities. Exelon and ComEd have cooperated fully, including by providing additional information requested by the U.S. Attorney’s Office and the SEC, and intend to continue to cooperate fully and expeditiously with the U.S. Attorney’s Office and the SEC. The outcome of the U.S. Attorney’s Office and SEC investigations cannot be predicted and could subject Exelon and ComEd to criminal or civil penalties, sanctions or other remedial measures.  Any of the foregoing, as well as the one previously considered at Yucca Mountain, Nevada,appearance of non-compliance with anti-corruption and the timing of such facility opening, will significantly affect the costs associatedanti-bribery laws, could have an adverse impact on Exelon’s and ComEd’s reputation or relationship with storage of SNF,regulatory and the ultimate amounts received from the DOE to reimburse Generation for these costs. The NRC’s temporary storage rule (also referred tolegislative authorities, customers and other stakeholders, as the “waste confidence decision”) recognizes that licensees can safely store SNF at nuclear power plants for up to 60 years beyond the original and renewed licensed operating life of the plants.
Any regulatory action relating to the timing and availability of a repository for SNF could adversely affect Generation’s ability to decommission fully its nuclear units. Through May 15, 2014, in accordance with the NWPA and Generation’s contract with the DOE, Generation paid the DOE a fee per kWh of net nuclear generation for the cost of SNF disposal. This fee was discontinued effective May 16, 2014. Until such timewell as a new fee structure is in effect, Exelon and Generation will not accrue any further costs related to SNF disposal fees. Generation cannot predict what, if any, fee will be established in the future for SNF disposal. However, such a fee could be material to Generation'stheir consolidated financial statements. See Note 22 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information on the SNF obligation.
Operational Factors
The Registrants’ employees, contractors, customers and the general public could be exposedRegistrants are subject to a risk of injury due to the nature of the energy industryrisks associated with climate change (All Registrants).
Employees and contractors throughout the organization work in, and customers and the general publicPhysical plants could be exposed to, potentially dangerous environments near their operations. As a result, employees, contractors, customersplaced at greater risk of damage should changes in the global climate produce unusual variations in temperature and the general public are at some risk for serious injury, including loss of life. These risks include nuclear accidents, dam failure, gas explosions, pole strikesweather patterns, resulting in more intense, frequent and electric contact cases.
Natural disasters, war, acts and threats of terrorism, pandemic and other significant events could negatively impact the Registrants' results of operations, their ability to raise capital and their future growth (All Registrants).
Generation’s fleet of power plants and the Utility Registrants' distribution and transmission infrastructures could be affected by natural disasters, such as seismic activity, fires resulting from natural causes such as lightning, extreme weather events, changesunprecedented levels of precipitation and a change in temperaturesea level. The Registrants’ operate in the Midwest and precipitation patterns, changesEast Coast of the United States, areas that historically have been prone to groundvarious types of severe weather events, such that the Registrants have well developed response and surface water availability, sea level rise and other related phenomena. Severe weatherrecovery programs based on these historical events. Still disruption or failure of electric generation, transmission or distribution systems or natural gas production, transmission, storage or distribution systems in the event of a hurricane, tornado or other natural disasters could be destructive, which could result in increased costs, including supply chain costs. An extremesevere weather event, within the Registrants’ service areas can also directly affect their capital assets, causing disruption in service to customers due to downed wires and poles or damage to other operating equipment.
Natural disasters and other significant events increase the risk to Generation that the NRC or other regulatory or legislative bodiesotherwise, could change the laws or regulations governing, among other things, operations, maintenance, licensed lives, decommissioning, SNF storage, insurance, emergency planning, security and environmental and radiological matters. In addition, natural disasters could affect the availability of a secure and economical supply of water in some locations, which is essential for Generation’s continued operation, particularly the cooling of generating units. Additionally, natural disasters and other events that have an adverse effect on the economy in general could adversely affect the Registrants’ consolidated financial statements and their ability to raise capital.
The impact that potential terrorist attacks could have on the industry and on Exelon is uncertain. As owner-operators of infrastructure facilities, such as nuclear, fossil and hydroelectric generation facilities and electric and gas transmission and distribution facilities,prevent the Registrants face a risk thatfrom operating their operations would be direct targets or indirect casualties of an act of terror. Any retaliatory military strikes or sustained military campaign could affect their operations in unpredictable ways, such as changes in insurance markets and disruptions of fuel supplies and markets, particularly oil. Furthermore, these catastrophic events could compromise the physical or cyber security of Exelon’s facilities, which could adversely affect Exelon’s ability to manage its business effectively. Instability in the financial markets as a result of terrorism, war, natural disasters, pandemic, credit crises, recession or other factors also could result in a decline in energy consumption or interruption of fuel or the supply chain, which could adversely affect the Registrants’ consolidated financial statements and their ability to raise capital. In addition, the implementation of security guidelines and measures has resulted in and is expected to continue to result in increased costs.

normal course.
The Registrants could be significantly affected by the outbreak of a pandemic. Exelon has plans in place to respond to a pandemic. However, depending on the severity of a pandemic and the resulting impacts to workforce and other resource availability, the ability to operate Exelon's generating and transmission and distribution assets could be affected, resulting in decreased service levels and increased costs.
In addition, Exelon maintains a level of insurance coverage consistent with industry practices against property, casualty and cybersecurity losses subject to unforeseen occurrences or catastrophic events that could damage or destroy assets or interrupt operations. However, there can be no assurance that the amount of insurance will be adequateare considering ways to address such property and casualty losses.the effect of GHG emissions on climate change. If carbon reduction regulation or legislation becomes effective, the Registrants could incur costs either to limit further the GHG emissions from their operations or to procure emission allowance credits for Generation’s fossil fuel-fired generation. See ITEM 1. BUSINESS — Global Climate Change.
Generation’s financial performance could be negatively affected by matters arising from its ownership and operation of nuclear facilities (Exelon and Generation).
Nuclear capacity factors.Capacity factors for generating units, particularly capacity factors for nuclear generating units, significantly affect Generation’s results of operations. Nuclear plant operations involve substantial fixed operating costs but produce electricity at low variable costs due to nuclear fuel costs typically being lower than fossil fuel costs. Consequently, to be successful, Generation must consistently operate its nuclear facilities at high capacity factors. Lower capacity factors could decrease Generation’s revenues and increase Generation’s operating costs by requiring Generation to produce additional energy from primarily its fossil facilities or purchase additional energy in the spot or forward markets in order to satisfy Generation’s obligations to committed third-party sales, including the Utility Registrants. These sources generally have higher costs than Generation incurs to produce energy from its nuclear stations.
Nuclear refueling outages.In general, refueling outages are planned to occur once every 18 to 24 months. The total number of refueling outages, along with their duration, could have a significant impact on Generation’s results of operations. When refueling outages last longer than anticipated or Generation experiences unplanned outages, capacity factors decrease, and Generation faces lower margins due to higher energy replacement costs and/or lower energy sales and higher operating and maintenance costs.
Nuclear fuel quality.The quality of nuclear fuel utilized by Generation could affect the efficiency and costs of Generation’s operations. Remediation actions could result in increased costs due to accelerated fuel amortization, increased outage costs and/or increased costs due to decreased generation capabilities.
Operational risk.Operations at any of Generation’s nuclear generation plants could degrade to the point where Generation has to shutdownmust shut down the plant or operate at less than full capacity. If this were to happen, identifying and correcting the causes could require significant time and expense. Generation could choose to close a plant rather than incur the expense of restarting it or returning the plant to full capacity. In either event, Generation could lose revenue and incur increased fuel and purchased power expense to meet supply commitments.
For plants operated but not wholly owned by Generation, Generation could also incur liability to the co-owners. For nuclear plants not operated and not wholly owned by Generation, from which Generation receives a portion of the plants’ output, Generation’s results of operations are dependent on the operational performance of the operators and could be adversely affected by a significant event at those plants. Additionally, poor operating performance at


nuclear plants not owned by Generation could result in increased regulation and reduced public support for nuclear-fueled energy, which could significantly affect Generation’s consolidated financial statements.energy. In addition, closure of generating plants owned by others, or extended interruptions of generating plants or failure of transmission lines, could affect transmission systems that could adversely affect the sale and delivery of electricity in markets served by Generation.
Nuclear major incident risk. Although the safety record of nuclear reactors generally has been very good, accidentsrisk and other unforeseen problems have occurred both in the United States and abroad. insurance.The consequences of a major incident could be severe and include loss of life and property damage. Any resulting liability from a nuclear plant major incident within the United States, owned or operated by Generation or owned by others, could exceed Generation’s resources, including insurance coverage. Generation is a member of an industry mutual insurance company, NEIL, which provides property and business interruption insurance for Generation’s nuclear operations. Uninsured losses and other expenses, to the extent not recovered from insurers or the nuclear industry, could be borne by Generation and could have a material adverse effect in Generation’s consolidated financial statements.Generation. Additionally, an accident or other significant event at a nuclear plant within the United States or abroad, whether owned Generation or others, could result in increased regulation and reduced public support for nuclear-fueled energy and significantly adversely affect Generation’s consolidated financial statements.energy.
Nuclear insurance. As required by the Price-Anderson Act, Generation carries the maximum available amount of nuclear liability insurance, $450 million for each operating site. Claims exceeding that amount are covered through

mandatory participation in a financial protection pool. In addition, the U.S. Congress could impose revenue-raising measures on the nuclear industry to pay claims exceeding the $14.1$13.9 billion limit for a single incident.
Generation is a member of an industry mutual insurance company, NEIL, which provides property and business interruption insurance for Generation’s nuclear operations. In previous years, NEIL has made distributions to its members but Generation cannot predict the level of future distributions or if they will occur at all. See Note 2218Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information of nuclear insurance.
Decommissioning obligation and funding.NRC regulations require that licensees of nuclear generating facilities demonstrate reasonable assurance that funds will be available in certain minimum amounts at the end of the life of the facility to decommission the facility. Generation is required to provide to the NRC a biennial report by unit (annually for units that have been retired and units that are within five years of retirement) addressing Generation’s ability to meet the NRC-estimated funding levels including scheduled contributions to and earnings on the NDT funds. The NRC funding levels are based upon the assumption that decommissioning will commence after the end of the current licensed life of each unit.
Generation recognizes as a liability the present value of the estimated future costs to decommission its nuclear facilities. The estimated liability is based on assumptions in the approach and timing of decommissioning the nuclear facilities, estimation of decommissioning costs and Federal and state regulatory requirements. No assurance can be given that theThe costs of such decommissioning will notmay substantially exceed such liability, as facts, circumstances or our estimates may change, including changes in the approach and timing of decommissioning activities, changes in decommissioning costs, changes in Federal or state regulatory requirements on the decommissioning of such facilities, other changes in our estimates or Generation’s ability to effectively execute on its planned decommissioning activities.
The performance of capital markets could significantly affect the value of the trust funds. Currently, Generation is makingmakes contributions to certain trust funds of the former PECO units based on amounts being collected by PECO from its customers and remitted to Generation. While Generation, through PECO, has recourse to collect additional amounts from PECO customers (subject to certain limitations and thresholds), it has no recourse to collect additional amounts from utility customers for any of its other nuclear units if there is a shortfall of funds necessary for decommissioning. If circumstances changed such that Generation would be unable to continue to make contributions to the trust funds of the former PECO units based on amounts collected from PECO customers, or if Generation no longer had recourse to collect additional amounts from PECO customers if there was a shortfall of funds for decommissioning, the adequacy of the trust funds related to the former PECO units could be negatively affectedaffected.
Should the expected value of the NDT fund for any former ComEd unit fall below the amount of the expected decommissioning obligation for that unit, the accounting to offset decommissioning-related activities in the Consolidated Statement of Operations and Comprehensive Income for that unit would be discontinued, the decommissioning-related activities would be recognized in the Consolidated Statements of Operations and Comprehensive Income and the adverse impact to Exelon’s and Generation’s consolidated financial statements could be significantly affected. See Note 15 — Asset Retirement Obligationsmaterial. Any changes to the PECO regulatory agreements could impact Exelon’s and Generation’s ability to offset decommissioning-related activities within the Consolidated Statement of Operations and Comprehensive Income, and the Combined Notesimpact to Consolidated Financial Statements for additional information.Exelon’s and Generation’s financial statements could be material.
Forecasting trust fund investment earnings and costs to decommission nuclear generating stations requires significant judgment, and actual results could differ significantly from current estimates. Ultimately, ifIf the investments held by Generation’s NDTs are not sufficient to fund the decommissioning of Generation’s nuclear units, Generation could be required to take steps, such as providing financial guarantees through letters of credit or parent company guarantees or making additional contributions to the trusts, which could be significant, to ensure that the trusts are adequately funded and that current and future NRC minimum funding requirements are met. As a result, Generation’s consolidated financial statements could be significantly adversely affected. Additionally, if the pledged assets are not sufficient to fund the Zion Station decommissioning activities under the Asset Sale Agreement (ASA), Generation could have to seek remedies available under the ASA to reduce the risk of default by ZionSolutions and its parent.


See Note 159Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information.
For nuclear units that are subject to regulatory agreements with either the ICC or the PAPUC, decommissioning-related activities are generally offset within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. The offset of decommissioning-related activities within the Consolidated Statements of Operations and Comprehensive Income results in an equal adjustment to the noncurrent payables to affiliates at Generation. ComEd and PECO have recorded an equal noncurrent affiliate receivable from Generation and a corresponding regulatory liability.
If the expected value in the NDT funds for any nuclear unit subject to the regulatory agreements with the ICC is expected to not exceed the total decommissioning obligation for that unit, the accounting to offset decommissioning-

related activities in the Consolidated Statement of Operations and Comprehensive Income for that unit would be discontinued, the decommissioning-related activities would be recognized in the Consolidated Statements of Operations and Comprehensive Income and the adverse impact to Exelon’s and Generation’s consolidated financial statements could be material. For the nuclear units subject to the regulatory agreements with the PAPUC, any changes to the PECO regulatory agreements could impact Exelon’s and Generation’s ability to offset decommissioning-related activities within the Consolidated Statement of Operations and Comprehensive Income, and the impact to Exelon’s and Generation’s consolidated financial statements could be material. If the accounting to offset decommissioning-related activities is discontinued, any remaining balances in noncurrent payables to affiliates at Generation and ComEd's or PECO’s noncurrent affiliate receivable from Generation and corresponding regulatory liability may need to be reversed and could have a material impact in Generation’s Consolidated Statement of Operations and Comprehensive Income.
Generation’s financial performance could be negatively affected by risks arising from its ownership and operation of hydroelectric facilities (Exelon and Generation).
FERC has the exclusive authority to license most non-Federal hydropower projects located on navigable waterways, Federal lands or connected to the interstate electric grid. The license for the Muddy Run Pumped Storage Project expires on December 1, 2055. The license for the Conowingo Hydroelectric Project expired on September 1, 2014. FERC issued an annual license, effective as of the expiration of the previous license. If FERC does not issue a license prior to the expiration of the annual license, the annual license renews automatically. Generation cannot predict whether it will receive all the regulatory approvals for the renewed licenses of its hydroelectric facilities. If FERC does not issue new operating licenses for Generation’s hydroelectric facilities or a station cannot be operated through the end of its operating license, Generation’s results of operations could be adversely affected by increased depreciation rates and accelerated future decommissioning costs, since depreciation rates and decommissioning cost estimates currently include assumptions that license renewal will be received. Generation could also lose revenue and incur increased fuel and purchased power expense to meet supply commitments. In addition, conditions could be imposed as part of the license renewal process that could adversely affect operations, could require a substantial increase in capital expenditures, could result in increased operating costs or could render the project uneconomic and significantly affect Generation’s consolidated financial statements. Similar effects could result from a change in the Federal Power Act or the applicable regulations due to events at hydroelectric facilities owned by others, as well as those owned by Generation.
The Registrants’ businesses are capital intensive, and their assets could require significant expenditures to maintain and are subject to operational failure, which could result in potential liability (All Registrants).
The Registrants’ businesses are capital intensive and require significant investments by Generation in electric generating facilities and by the Utility Registrants in transmission and distribution infrastructure projects. These operational systems and infrastructure have been in service for many years. Equipment, even if maintained in accordance with good utility practices, is subject to operational failure, including events that are beyond the Registrants’ control, and could require significant expenditures to operate efficiently. The Registrants’ respective consolidated financial statements could be adversely affected if they were unable to effectively manage their capital projects or raise the necessary capital. Furthermore, operational failure of electric or gas systems, generation facilities or infrastructure could result in potential liability if such failure results in damage to property or injury to individuals. See ITEM 1. BUSINESS for additional information regarding the Registrants’ potential future capital expenditures.
The Utility Registrants' operating costs and customers’ and regulators’ opinions of the Utility Registrants are affected by their ability to maintain the availability and reliability of their delivery and operational systems (Exelon and the Utility Registrants).
Failures of the equipment or facilities including information systems, used in the Utility Registrants' delivery systems could interrupt the electric transmission and electric and natural gas delivery, which could negatively impact relatedresult in a loss of revenues and an increase in maintenance and capital expenditures. Equipment or facilities failures can be due to a number of factors, including natural causes such as weather or information systems failure. Specifically, if the implementation of advanced metering infrastructure, smart grid or other technologies in the Utility Registrants' service territory fail to perform as intended or are not successfully integrated with billing and other information systems, the Utility Registrants' consolidated financial statements could be negatively impacted. Furthermore,or if

any of the financial, accounting, or other data processing systems fail or have other significant shortcomings, the Utility Registrants' financial results could be negatively impacted. If an employee or third party causes the operational systems to fail, either as a result of inadvertent error or by deliberately tampering with or manipulating the operational systems, the Utility Registrants' financial results could also be negatively impacted. In addition, dependence upon automated systems could further increase the risk that operational system flaws or internal and/or external tampering or manipulation of those systems will result in losses that are difficult to detect.
The aforementioned failures or those of other utilities, including prolonged or repeated failures, could affect customer satisfaction and the level of regulatory oversight and the Utility Registrants' maintenance and capital expenditures. Regulated utilities, which are required to provide service to all customers within their service territory, have generally been afforded liability protections against claims by customers relating to failure of service. Under Illinois law, however, ComEd could be required to pay damages to its customers in some circumstances involving extended outages affecting large numbers of its customers, and those damageswhich could be material to ComEd’s consolidated financial statements.
The Utility Registrants' respective ability to deliver electricity, their operating costs and their capital expenditures could be negatively impacted by transmission congestion and failures of neighboring transmission systems (Exelon and the Utility Registrants).
Demand for electricity within the Utility Registrants' service areas could stress available transmission capacity requiring alternative routing or curtailment of electricity usage with consequent effects on operating costs, revenues and results of operations. Also, insufficient availability of electric supply to meet customer demand could jeopardize the Utility Registrants' ability to comply with reliability standards and strain customer and regulatory agency relationships. As with all utilities, potential concerns over transmission capacity or generation facility retirements could result in PJM or FERC requiring the Utility Registrants to upgrade or expand their respective transmission systems through additional capital expenditures.
The electricity transmission facilities of the Utility Registrants are interconnected with the transmission facilities of neighboring utilities and are part of the interstate power transmission grid that is operated by PJM RTO. Although PJM’s systems and operations are designed to ensure the reliable operation of the transmission grid and prevent the operations of one utility from having an adverse impact on the operations of the other utilities, there can be no assurance that service interruptions at other utilities will not cause interruptions in the Utility Registrants’ service areas. If the Utility Registrants were to suffer such a service interruption, it could have a negative impact in their and Exelon’s consolidated financial statements.material.
The Registrants are subject to physical security and cybersecurity risks (All Registrants).
The Registrants face physical security and cybersecurity risks as the owner-operators of generation, transmission and distribution facilities and as participants in commodities trading.risks. Threat sources continue to seek to exploit potential vulnerabilities in the electric and natural gas utility industry associated with protection of sensitive and confidential information, grid infrastructure and other energy infrastructures, and such attacks and disruptions, both physical and cyber, are becoming increasingly sophisticated and dynamic. Continued implementation of advanced digital technologies increases the potentially unfavorable impacts of such attacks. A security breach of the physical assets or information systems of the Registrants, their competitors, vendors, business partners and interconnected entities in RTOs and ISOs, or regulators could impact the operation of the generation fleet and/or reliability of the transmission and distribution system or result in the theft or inappropriate release of certain types of information, including critical infrastructure information, sensitive customer, vendor and employee data, trading or other confidential data. The risk of these system-related events and security breaches occurring continues to intensify, and while the Registrants have been, and will likely continue to be, subjected to physical and cyber-attacks, to date none has directly experienced a material breach or disruption to its network or information systems or our service operations. However, as such attacks continue to increase in sophistication and frequency, the Registrants may be unable to prevent all such attacks in the future. If a significant breach were to occur, the reputation of Exelon or another Registrant and its customer supply activitiesthe Registrants could be adverselynegatively affected, customer confidence in the Registrants or others in the industry could be diminished, or Exelon and its subsidiariesthe Registrants could be subject to legal claims, loss of revenues, increased costs or operations shutdown, etc., any of which could contribute to the loss of customers and have a negative impact on the business and/or consolidated financial statements.shutdown. Moreover, the amount and scope of insurance maintained against losses resulting from any such events or security breaches may not be sufficient to cover losses or otherwise adequately compensate for any disruptions to business that could result.
The Utility Registrants' deployment of smart meters throughout their service territories could increase the

risk of damage from an intentional disruption of the system by third parties.
In addition, new or updated security regulations or unforeseen threat sources could require changes in current measures taken by the Registrants or their business operations and could adversely affect their consolidated financial statements.
FailureThe Registrants’ employees, contractors, customers and the general public could be exposed to a risk of injury due to the nature of the energy industry (All Registrants).
Employees and contractors throughout the organization work in, and customers and the general public could be exposed to, potentially dangerous environments near the Registrants’ operations. As a result, employees, contractors, customers and the general public are at some risk for serious injury, including loss of life. These risks include nuclear accidents, dam failure, gas explosions, pole strikes and electric contact cases.


Natural disasters, war, acts and threats of terrorism, pandemic and other significant events could negatively impact the Registrants' results of operations, their ability to raise capital and their future growth (All Registrants).
Generation’s fleet of power plants and the Utility Registrants' distribution and transmission infrastructures could be affected by natural disasters and extreme weather events, which could result in increased costs, including supply chain costs. An extreme weather event within the Registrants’ service areas can also directly affect their capital assets, causing disruption in service to customers due to downed wires and poles or damage to other operating equipment. Natural disasters and other significant events increase the risk to Generation that the NRC or other regulatory or legislative bodies could change the laws or regulations governing, among other things, operations, maintenance, licensed lives, decommissioning, SNF storage, insurance, emergency planning, security and environmental and radiological matters. In addition, natural disasters could affect the availability of a secure and economical supply of water in some locations, which is essential for Generation’s continued operation, particularly the cooling of generating units.
The impact that potential terrorist attacks could have on the industry and on Exelon is uncertain. The Registrants face a risk that their operations would be direct targets or indirect casualties of an act of terror. Any retaliatory military strikes or sustained military campaign could affect their operations in unpredictable ways, such as changes in insurance markets and disruptions of fuel supplies and markets, particularly oil. Furthermore, these catastrophic events could compromise the physical or cybersecurity of Exelon’s facilities, which could adversely affect Exelon’s ability to manage its business effectively. Instability in the financial markets as a result of terrorism, war, natural disasters, pandemic, credit crises, recession or other factors also could result in a decline in energy consumption or interruption of fuel or the supply chain. In addition, the implementation of security guidelines and measures has resulted in and is expected to continue to result in increased costs.
The Registrants could be significantly affected by the outbreak of a pandemic. Exelon has plans in place to respond to a pandemic. However, depending on the severity of a pandemic and the resulting impacts to workforce and other resource availability, the ability to operate Exelon's generating and transmission and distribution assets could be affected.
In addition, Exelon maintains a level of insurance coverage consistent with industry practices against property, casualty and cybersecurity losses subject to unforeseen occurrences or catastrophic events that could damage or destroy assets or interrupt operations. However, there can be no assurance that the amount of insurance will be adequate to address such property and casualty losses.
The Registrants’ businesses are capital intensive, and their assets could require significant expenditures to maintain and are subject to operational failure, which could result in potential liability (All Registrants).
The Registrants’ businesses are capital intensive and require significant investments by Generation in electric generating facilities and by the Utility Registrants in transmission and distribution infrastructure projects. Equipment, even if maintained in accordance with good utility practices, is subject to operational failure, including events that are beyond the Registrants’ control, and could require significant expenditures to operate efficiently. The Registrants consolidated financial statements could be negatively affected if they were unable to effectively manage their capital projects or raise the necessary capital. See ITEM 1. BUSINESS for additional information regarding the Registrants’ potential future capital expenditures.
The Utility Registrants' respective ability to deliver electricity, their operating costs and their capital expenditures could be negatively impacted by transmission congestion and failures of neighboring transmission systems (Exelon and the Utility Registrants).
Demand for electricity within the Utility Registrants' service areas could stress available transmission capacity requiring alternative routing or curtailment of electricity usage. Also, insufficient availability of electric supply to meet customer demand could jeopardize the Utility Registrants' ability to comply with reliability standards and strain customer and regulatory agency relationships. As with all utilities, potential concerns over transmission capacity or generation facility retirements could result in PJM or FERC requiring the Utility Registrants to upgrade or expand their respective transmission systems through additional capital expenditures.


PJM’s systems and operations are designed to ensure the reliable operation of the transmission grid and prevent the operations of one utility from having an adverse impact on the operations of the other utilities. However, service interruptions at other utilities may cause interruptions in the Utility Registrants’ service areas.
The Registrants consolidated financial statements could be negatively affected if they fail to attract and retain an appropriately qualified workforce could negatively impact the Registrants’ consolidated financial statements (All Registrants).
Certain events, such as an employee strike, loss of contract resources due to a major event, and an aging workforce without appropriate replacements, could lead to operating challenges and increased costs for the Registrants. The challenges include lack of resources, loss of knowledge and a lengthy time period associated with skill development. In this case, costs, including costs for contractors to replace employees, productivity costs and safety costs, could arise. The Registrants are particularly affected due to the specialized knowledge required of the technical and support employees for their generation, transmission and distribution operations. If the Registrants are unable to successfully attract and retain an appropriately qualified workforce, their consolidated financial statements could be negatively impacted.
The Registrants could make acquisitions or investments in new business initiatives including initiatives mandated by regulators, and new markets, thatwhich may not be successful and acquisitions could notor achieve the intended financial results (All Registrants).
Generation could continue to pursue growth in its existing businesses and markets and further diversification across the competitive energy value chain. This could include investment opportunities in renewables, development of natural gas generation, nuclear advisory or operating services for third parties, distributed generation, potential expansion of the existing wholesale gas businesses and entry into liquefied natural gas.LNG. Such initiatives could involve significant risks and uncertainties, including distraction of management from current operations, inadequate return on capital, and unidentified issues not discovered in theduring diligence performed prior to launching an initiative or entering a market. As these markets mature, there could be new market entrants or expansion by established competitors that increase competition for customers and resources. Additionally, it is possible that FERC, state public utility commissions or others could impose certain other restrictions on such transactions. All of these factors could result in higher costs or lower revenues than expected, resulting in lower than planned returns on investment.
The Utility Registrants face risks associated with their regulatory-mandated Smart Gridinitiatives, such as smart grids and utility of the future initiatives and other non-regulatory mandated initiatives.future. These risks include, but are not limited to, cost recovery, regulatory concerns, cybersecurity and obsolescence of technology. Due to these risks, no assurance canSuch initiatives may not be given that such initiatives will be successful and will not have a material adverse effect in the Utility Registrants' consolidated financial statements.successful.
The Registrants may not realize or achieve the anticipated cost savings through the cost management efforts which could impact the Registrants’ results of operations (All Registrants).
The Registrants’ future financial performance and level of profitability is dependent, in part, on various cost reduction initiatives. The Registrants may encounter challenges in executing these cost reduction initiatives and not achieve the intended cost savings.
ITEM 1B.UNRESOLVED STAFF COMMENTS
All Registrants
None.


ITEM 2.PROPERTIES
Generation
The following table describespresents Generation’s interests in net electric generating capacity by station at December 31, 2018:2019:
Station(a)
RegionLocation
No. of
Units
Percent
Owned(b)
Primary
Fuel Type
Primary
Dispatch
Type(c)
Net Generation
Capacity (MW)(d)
 Location
No. of
Units
Percent
Owned(b)
 
Primary
Fuel Type
Primary
Dispatch
Type(c)
Net Generation
Capacity (MW)(d)
 
MidwestMidwest 
BraidwoodMidwestBraidwood, IL2
 UraniumBase-load2,386
 Braidwood, IL2
  UraniumBase-load2,386
 
ByronMidwestByron, IL2
 UraniumBase-load2,347
 Byron, IL2
  UraniumBase-load2,347
 
LaSalleMidwestSeneca, IL2
 UraniumBase-load2,320
 Seneca, IL2
  UraniumBase-load2,320
 
DresdenMidwestMorris, IL2
 UraniumBase-load1,845
 Morris, IL2
  UraniumBase-load1,845
 
Quad CitiesMidwestCordova, IL2
75
UraniumBase-load1,403
(e) 
Cordova, IL2
75
 UraniumBase-load1,403
(e) 
ClintonMidwestClinton, IL1
 UraniumBase-load1,069
 Clinton, IL1
  UraniumBase-load1,069
 
Michigan Wind 2MidwestSanilac Co., MI50
51
WindBase-load46
(e)(g) 
Sanilac Co., MI50
51
(g) 
WindBase-load46
(e) 
BeebeMidwestGratiot Co., MI34
51
WindBase-load42
(e)(h) 
Gratiot Co., MI34
51
(g) 
WindBase-load42
(e) 
Michigan Wind 1MidwestHuron Co., MI46
51
WindBase-load35
(e)(g) 
Huron Co., MI46
51
(g) 
WindBase-load35
(e) 
Harvest 2MidwestHuron Co., MI33
51
WindBase-load30
(e)(g) 
Huron Co., MI33
51
(g) 
WindBase-load30
(e) 
HarvestMidwestHuron Co., MI32
51
WindBase-load27
(e)(g) 
Huron Co., MI32
51
(g) 
WindBase-load27
(e) 
Beebe 1BMidwestGratiot Co., MI21
51
WindBase-load26
(e)(g) 
Gratiot Co., MI21
51
(g) 
WindBase-load26
(e) 
EwingtonMidwestJackson Co., MN10
99
WindBase-load20
(e) 
Jackson Co., MN10
99
 WindBase-load20
(e) 
MarshallMidwestLyon Co., MN9
99
WindBase-load19
(e) 
City SolarMidwestChicago, IL1
 SolarBase-load9
 Chicago, IL1
  SolarBase-load9
 
Solar OhioMidwestToledo, OH2
 SolarBase-load4
 Toledo, OH2
  SolarBase-load4
 
Blue BreezesMidwestFaribault Co., MN2
 WindBase-load3
 Faribault Co., MN2
  WindBase-load3
 
CP WindfarmMidwestFaribault Co., MN2
51
WindBase-load2
(e)(g) 
Faribault Co., MN2
51
(g) 
WindBase-load2
(e) 
Southeast ChicagoMidwestChicago, IL8
 GasPeaking296
(k) 
Chicago, IL8
  GasPeaking296
(k) 
Clinton Battery StorageMidwestBlanchester, OH1
 Energy StoragePeaking10
 Blanchester, OH1
  Energy StoragePeaking10
 
Total Midwest   11,939
 Total Midwest11,920
 
          
Mid-AtlanticMid-Atlantic 
LimerickMid-AtlanticSanatoga, PA2
 UraniumBase-load2,317
 Sanatoga, PA2
  UraniumBase-load2,317
 
Peach BottomMid-AtlanticDelta, PA2
50
UraniumBase-load1,324
(e) 
Delta, PA2
50
 UraniumBase-load1,324
(e) 
SalemMid-Atlantic
Lower Alloways 
Creek Township, NJ
2
42.59
UraniumBase-load1,002
(e) 
Lower Alloways 
Creek Township, NJ
2
42.59
 UraniumBase-load998
(e) 
Calvert CliffsMid-AtlanticLusby, MD2
50.01
UraniumBase-load895
(e)(f) 
Lusby, MD2
50.01
(f) 
UraniumBase-load895
(e) 
Three Mile IslandMid-AtlanticMiddletown, PA1
 UraniumBase-load837
(j) 
ConowingoMid-AtlanticDarlington, MD11
 HydroelectricBase-load572
 Darlington, MD11
  HydroelectricBase-load572
 
CriterionMid-AtlanticOakland, MD28
51
WindBase-load36
(e)(g) 
Oakland, MD28
51
(g) 
WindBase-load36
(e) 
Fair WindGarrett County, MD12
  WindBase-load30
 
Solar MCVarious, MD41
  SolarBase-load39
 
Fourmile RidgeGarrett County, MD16
51
(g) 
WindBase-load20
(e) 


Station(a)
RegionLocation
No. of
Units
Percent
Owned(b)
Primary
Fuel Type
Primary
Dispatch
Type(c)
Net Generation
Capacity (MW)(d)
 Location
No. of
Units
Percent
Owned(b)
 
Primary
Fuel Type
Primary
Dispatch
Type(c)
Net Generation
Capacity (MW)(d)
 
Fair WindMid-AtlanticGarrett County, MD12
 WindBase-load30
 
Solar Maryland MCMid-AtlanticVarious, MD40
 SolarBase-load36
 
FourmileMid-AtlanticGarrett County, MD16
51
WindBase-load20
(e)(g) 
Solar New Jersey 1Mid-AtlanticVarious, NJ5
 SolarBase-load18
 Various, NJ5
  SolarBase-load18
 
Solar New Jersey 2Mid-AtlanticVarious, NJ2
 SolarBase-load11
 Various, NJ2
  SolarBase-load11
 
Solar HorizonsMid-AtlanticEmmitsburg, MD1
51
SolarBase-load8
(e)(g) 
Emmitsburg, MD1
51
(g) 
SolarBase-load8
(e) 
Solar MarylandMid-AtlanticVarious, MD11
 SolarBase-load8
 Various, MD11
  SolarBase-load8
 
Solar Maryland 2Mid-AtlanticVarious, MD3
 SolarBase-load8
 Various, MD3
  SolarBase-load8
 
JBAB SolarDistrict of Columbia4
  SolarBase-load7
 
Gateway SolarBerlin, MD1
  SolarBase-load7
 
Constellation New EnergyMid-AtlanticGaithersburg, MD1
 SolarBase-load5
 Gaithersburg, MD3
  SolarBase-load6
 
Solar FederalMid-AtlanticTrenton, NJ1
 SolarBase-load5
 Trenton, NJ1
  SolarBase-load5
 
Solar New Jersey 3Mid-AtlanticMiddle Township, NJ5
51
SolarBase-load1
(e)(g) 
Middle Township, NJ5
51
(g) 
SolarBase-load1
(e) 
Solar DCMid-AtlanticDistrict of Columbia1
 SolarBase-load1
 District of Columbia1
  SolarBase-load1
 
Muddy RunMid-AtlanticDrumore, PA8
 HydroelectricIntermediate1,070
 Drumore, PA8
  HydroelectricIntermediate1,070
 
Eddystone 3, 4Mid-AtlanticEddystone, PA2
 Oil/GasIntermediate760
 Eddystone, PA2
  Oil/GasPeaking760
 
PerrymanMid-AtlanticAberdeen, MD5
 Oil/GasPeaking404
 Aberdeen, MD5
  Oil/GasPeaking404
 
CroydonMid-AtlanticWest Bristol, PA8
 OilPeaking391
 West Bristol, PA8
  OilPeaking391
 
Handsome LakeMid-AtlanticKennerdell, PA5
 GasPeaking268
 Kennerdell, PA5
  GasPeaking268
 
Notch CliffMid-AtlanticBaltimore, MD8
 GasPeaking117
(k) 
Baltimore, MD8
  GasPeaking117
(j) 
WestportMid-AtlanticBaltimore, MD1
 GasPeaking116
(k) 
Baltimore, MD1
  GasPeaking116
(j) 
RichmondMid-AtlanticPhiladelphia, PA2
 OilPeaking98
 Philadelphia, PA2
  OilPeaking98
 
Gould StreetMid-AtlanticBaltimore, MD1
 GasPeaking97
(k) 
Philadelphia RoadMid-AtlanticBaltimore, MD4
 OilPeaking61
 Baltimore, MD4
  OilPeaking61
 
EddystoneMid-AtlanticEddystone, PA4
 OilPeaking60
 Eddystone, PA4
  OilPeaking60
 
Fairless HillsMid-AtlanticFairless Hills, PA2
 Landfill GasPeaking60
(k) 
Fairless Hills, PA2
  Landfill GasPeaking60
(j) 
DelawareMid-AtlanticPhiladelphia, PA4
 OilPeaking56
 Philadelphia, PA4
  OilPeaking56
 
SouthwarkPhiladelphia, PA4
  OilPeaking52
 
FallsMorrisville, PA3
  OilPeaking51
 
MoserLower PottsgroveTwp., PA3
  OilPeaking51
 
ChesterChester, PA3
  OilPeaking39
 
SchuylkillPhiladelphia, PA2
  OilPeaking30
 
Salem
Lower Alloways 
Creek Township, NJ
1
42.59
 OilPeaking16
(e) 
PennsburyMorrisville, PA2
  Landfill GasPeaking4
(e) 
Total Mid-AtlanticTotal Mid-Atlantic10,015
 
     
ERCOTERCOT 
WhitetailWebb County, TX57
51
(g) 
WindBase-load46
(e) 
SenderoJim Hogg and Zapata County, TX39
51
(g) 
WindBase-load40
(e) 


Station(a)
RegionLocation
No. of
Units
Percent
Owned(b)
Primary
Fuel Type
Primary
Dispatch
Type(c)
Net Generation
Capacity (MW)(d)
 
SouthwarkMid-AtlanticPhiladelphia, PA4
 OilPeaking52
 
FallsMid-AtlanticMorrisville, PA3
 OilPeaking51
 
MoserMid-AtlanticLower PottsgroveTwp., PA3
 OilPeaking51
 
RiversideMid-AtlanticBaltimore, MD2
 OilPeaking39
(k)(l) 
ChesterMid-AtlanticChester, PA3
 OilPeaking39
 
SchuylkillMid-AtlanticPhiladelphia, PA2
 OilPeaking30
 
SalemMid-Atlantic
Lower Alloways 
Creek Township, NJ
1
42.59
OilPeaking16
(e) 
PennsburyMid-AtlanticMorrisville, PA2
 Landfill GasPeaking4
(e) 
BethlehemMid-AtlanticBethlehem, PA1
 Landfill GasPeaking4
(k) 
EasternMid-AtlanticBethlehem, PA3
 Landfill GasPeaking4
(k) 
Total Mid-Atlantic      10,982
 
         
WhitetailERCOTWebb County, TX57
51
WindBase-load46
(e)(g) 
SenderoERCOTJim Hogg and Zapata County, TX39
51
WindBase-load40
(e)(g) 
Constellation Solar TexasOtherVarious, TX11
 SolarBase-load13
 
Colorado Bend IIERCOTWharton, TX3
 GasIntermediate1,088
 
Wolf Hollow IIERCOTGranbury, TX3
 GasIntermediate1,064
 
Handley 3ERCOTFort Worth, TX1
 GasIntermediate395
 
Handley 4, 5ERCOTFort Worth, TX2
 GasPeaking870
 
Total ERCOT      3,516
 
         
Solar 
Massachusetts
New EnglandVarious, MA10
 SolarBase-load7
 
Holyoke SolarNew EnglandVarious, MA2
 SolarBase-load5
 
Solar Net MeteringNew EnglandUxbridge, MA1
 SolarBase-load2
 
Solar ConnecticutNew EnglandVarious, CT1
 SolarBase-load1
 
Mystic 8, 9New EnglandCharlestown, MA6
 GasIntermediate1,417
 
Mystic 7New EnglandCharlestown, MA1
 Oil/GasIntermediate573
(m) 
WymanNew EnglandYarmouth, ME1
5.9
OilIntermediate35
(e) 
West MedwayNew EnglandWest Medway, MA3
 OilPeaking123
 
Station(a)
Location
No. of
Units
Percent
Owned(b)
 
Primary
Fuel Type
Primary
Dispatch
Type(c)
Net Generation
Capacity (MW)(d)
 
Constellation Solar TexasVarious, TX11
  SolarBase-load13
 
Colorado Bend IIWharton, TX3
  GasIntermediate1,140
 
Wolf Hollow IIGranbury, TX3
  GasIntermediate1,115
 
Handley 3Fort Worth, TX1
  GasIntermediate395
 
Handley 4, 5Fort Worth, TX2
  GasPeaking870
 
Total ERCOT3,619
 
         
New York 
Nine Mile PointScriba, NY2
50.01
(f) 
UraniumBase-load838
(e) 
FitzPatrickScriba, NY1
  UraniumBase-load842
 
GinnaOntario, NY1
50.01
(f) 
UraniumBase-load288
(e) 
Solar New YorkBethlehem, NY1
  SolarBase-load3
 
Total New York1,971
 
         
Other 
Antelope ValleyLancaster, CA1
  SolarBase-load242
 
BluestemBeaver County, OK60
51
(g)(h) 
WindBase-load101
(e) 
Shooting StarKiowa County, KS65
51
(g) 
WindBase-load53
(e) 
Albany Green EnergyAlbany, GA1
99
(i) 
BiomassBase-load53
 
Solar ArizonaVarious, AZ127
  SolarBase-load46
 
Bluegrass RidgeKing City, MO27
51
(g) 
WindBase-load29
(e) 
California PV Energy 2Various, CA90
  SolarBase-load28
 
ConceptionBarnard, MO24
51
(g) 
WindBase-load26
(e) 
Cow BranchRock Port, MO24
51
(g) 
WindBase-load26
(e) 
Solar Arizona 2Various, AZ56
  SolarBase-load34
 
California PV EnergyVarious, CA53
  SolarBase-load21
 
Mountain HomeGlenns Ferry, ID20
51
(g) 
WindBase-load21
(e) 
High MesaElmore Co., ID19
51
(g) 
WindBase-load20
(e) 
Echo 1Echo, OR21
50.49
(g) 
WindBase-load17
(e) 
Sacramento PV EnergySacramento, CA4
51
(g) 
SolarBase-load15
(e) 
CassiaBuhl, ID14
51
(g) 
WindBase-load15
(e) 
WildcatLovington, NM13
51
(g) 
WindBase-load14
(e) 
Echo 2Echo, OR10
51
(g) 
WindBase-load10
(e) 
High PlainsPanhandle, TX8
99.5
 WindBase-load10
(e) 
Solar Georgia 2Various, GA8
  SolarBase-load10
 
Tuana SpringsHagerman, ID8
51
(g) 
WindBase-load9
(e) 
Solar GeorgiaVarious, GA10
  SolarBase-load8
 
GreensburgGreensburg, KS10
51
(g) 
WindBase-load7
(e) 
Solar 
Massachusetts
Various, MA10
  SolarBase-load7
 
Outback SolarChristmas Valley, OR1
  SolarBase-load6
 
Echo 3Echo, OR6
50.49
(g) 
WindBase-load5
(e) 


Station(a)
RegionLocation
No. of
Units
Percent
Owned(b)
Primary
Fuel Type
Primary
Dispatch
Type(c)
Net Generation
Capacity (MW)(d)
 
FraminghamNew EnglandFramingham, MA3
 OilPeaking31
 
Mystic JetNew EnglandCharlestown, MA1
 OilPeaking9
(m) 
Total New England      2,203
 
         
Nine Mile PointNew YorkScriba, NY2
50.01
UraniumBase-load838
(e)(f) 
FitzPatrickNew YorkScriba, NY1
 UraniumBase-load842
 
GinnaNew YorkOntario, NY1
50.01
UraniumBase-load288
(e)(f) 
Solar New YorkNew YorkBethlehem, NY1
 SolarBase-load3
 
Total New York      1,971
 
         
Antelope ValleyOtherLancaster, CA1
 SolarBase-load242
 
BluestemOtherBeaver County, OK60
51
WindBase-load101
(e)(g)(h) 
Exelon Wind 4OtherGruver, TX38
 WindBase-load80
 
Shooting StarOtherKiowa County, KS65
51
WindBase-load53
(e)(g) 
Albany Green EnergyOtherAlbany, GA1
99
BiomassBase-load52
(i) 
Solar ArizonaOtherVarious, AZ127
 SolarBase-load46
 
Bluegrass RidgeOtherKing City, MO27
51
WindBase-load29
(e)(g) 
California PV Energy 2OtherVarious, CA89
 SolarBase-load27
 
ConceptionOtherBarnard, MO24
51
WindBase-load26
(e)(g) 
Cow BranchOtherRock Port, MO24
51
WindBase-load26
(e)(g) 
Solar Arizona 2OtherVarious, AZ25
 SolarBase-load23
 
California PV EnergyOtherVarious, CA53
 SolarBase-load21
 
Mountain HomeOtherGlenns Ferry, ID20
51
WindBase-load21
(e)(g) 
High MesaOtherElmore Co., ID19
51
WindBase-load20
(e)(g) 
Echo 1OtherEcho, OR21
50.49
WindBase-load17
(e)(g) 
Sacramento PV EnergyOtherSacramento, CA4
51
SolarBase-load15
(e)(g) 
CassiaOtherBuhl, ID14
51
WindBase-load15
(e)(g) 
WildcatOtherLovington, NM13
51
WindBase-load14
(e)(g) 
Echo 2OtherEcho, OR10
51
WindBase-load10
(e)(g) 
Exelon Wind 5OtherTexhoma, TX8
 WindBase-load10
 
Exelon Wind 6OtherTexhoma, TX8
 WindBase-load10
 
Exelon Wind 7OtherSunray, TX8
 WindBase-load10
 
Exelon Wind 8OtherSunray, TX8
 WindBase-load10
 
Exelon Wind 9OtherSunray, TX8
 WindBase-load10
 
Exelon Wind 10OtherDumas, TX8
 WindBase-load10
 
Exelon Wind 11OtherDumas, TX8
 WindBase-load10
 

Station(a)
RegionLocation
No. of
Units
Percent
Owned(b)
Primary
Fuel Type
Primary
Dispatch
Type(c)
Net Generation
Capacity (MW)(d)
 Location
No. of
Units
Percent
Owned(b)
 
Primary
Fuel Type
Primary
Dispatch
Type(c)
Net Generation
Capacity (MW)(d)
 
High PlainsOtherPanhandle, TX8
99.5
WindBase-load10
(e) 
Solar Georgia 2OtherVarious, GA8
 SolarBase-load10
 
Tuana SpringsOtherHagerman, ID8
51
WindBase-load9
(e)(g) 
Solar GeorgiaOtherVarious, GA10
 SolarBase-load8
 
GreensburgOtherGreensburg, KS10
51
WindBase-load7
(e)(g) 
Outback SolarOtherChristmas Valley, OR1
 SolarBase-load6
 
Echo 3OtherEcho, OR6
50.49
WindBase-load5
(e)(g) 
Holyoke SolarVarious, MA2
  SolarBase-load5
 
Three Mile CanyonOtherBoardman, OR6
51
WindBase-load5
(e)(g) 
Boardman, OR6
51
(g) 
WindBase-load5
(e) 
Loess HillsOtherRock Port, MO4
 WindBase-load5
 Rock Port, MO4
  WindBase-load5
 
California PV Energy 3OtherVarious, CA10
 SolarBase-load5
 Various, CA19
  SolarBase-load6
 
Mohave Sunrise SolarOtherFort Mohave, AZ1
 SolarBase-load5
 Fort Mohave, AZ1
  SolarBase-load5
 
Denver Airport
Solar
OtherDenver, CO1
51
SolarBase-load2
(e)(g) 
Denver, CO1
51
(g) 
SolarBase-load2
(e) 
Solar Net MeteringUxbridge, MA1
  SolarBase-load2
 
Solar ConnecticutVarious, CT1
  SolarBase-load1
 
Mystic 8, 9Charlestown, MA6
  GasIntermediate1,417
 
HillabeeOtherAlexander City, AL3
 GasIntermediate753
 Alexander City, AL3
  GasIntermediate753
 
Grande PrairieOtherAlberta, Canada1
 GasPeaking105
 
SEGS 4, 5, 6OtherBoron, CA3
4.2-12.2
SolarPeaking9
(e) 
Mystic 7Charlestown, MA1
  Oil/GasIntermediate542
(j) 
Wyman 4Yarmouth, ME1
5.9
 OilIntermediate35
(e) 
Grand PrairieAlberta, Canada1
  GasPeaking105
 
West MedwayWest Medway, MA3
  OilPeaking123
 
West Medway IIWest Medway, MA2
  Oil/GasPeaking190
 
FraminghamFramingham, MA3
  OilPeaking31
 
Mystic JetCharlestown, MA1
  OilPeaking9
(j) 
Total Other   1,852
 Total Other4,069
 
Total   32,463
 Total31,594
 
__________
(a)All nuclear stations are boiling water reactors except Braidwood, Byron, Calvert Cliffs, Ginna, Salem and Three Mile Island,Salem, which are pressurized water reactors.
(b)100%, unless otherwise indicated.
(c)Base-load units are plants that normally operate to take all or part of the minimum continuous load of a system and, consequently, produce electricity at an essentially constant rate. Intermediate units are plants that normally operate to take load of a system during the daytime higher load hours and, consequently, produce electricity by cycling on and off daily. Peaking units consist of lower-efficiency, quick response steam units, gas turbines and diesels normally used during the maximum load periods.
(d)For nuclear stations, capacity reflects the annual mean rating. Fossil stations reflect a summer rating. Wind and solar facilities reflect name plate capacity.
(e)Net generation capacity is stated at proportionate ownership share.
(f)Reflects Generation’s 50.01% interest in CENG, a joint venture with EDF. For Nine Mile Point, the co-owner owns 18% of Unit 2. Thus, Exelon’s ownership is 50.01% of 82% of Nine Mile Point Unit 2.See ITEM 1. — BUSINESS — Exelon Generation Company, LLC — Nuclear Facilities for additional information.
(g)Reflects the prior sale of 49% of EGRP to a third party on July 6, 2017.party. See Note 222 — Variable Interest Entities of the Combined Notes to Consolidated Financial Statements for additional information.
(h)EGRP owns 100% of the Class A membership interests and a tax equity investor owns 100% of the Class B membership interests of the entity that owns the Bluestem generating assets.
(i)Generation directly owns a 50% interest in the Albany Green Energy station and an additional 49% through the consolidation of a Variable Interest Entity.
(j)Generation has announced it will permanentlyplans to retire and cease generation operations at TMI on or about September 30, 2019. See Note 8 — Early Plant Retirements of the Combined Notes to Consolidated Financial Statements for additional information.certain plants in 2020 and 2021.
(k)Generation has agreed to retiredeactivated the site and cease generation operations at the Gould Street, Fairless Hills, Eastern, Bethlehem, Southeast Chicago, Notch Cliff, Riverside (unit 8), Westport and Pennsbury units onis evaluating for potential return of service or before June 1,retirement in 2020.
(l)Generation plans to retire and cease generation operation at Riverside (unit 7) on or about March 14, 2019.
(m)Generation plans to retire and cease generation operation at the Mystic 7 and Mystic Jet units on or about June 1, 2022.
The net generation capability available for operation at any time may be less due to regulatory restrictions, transmission congestion, fuel restrictions, efficiency of cooling facilities, level of water supplies or generating units being temporarily out of service for inspection, maintenance, refueling, repairs or modifications required by regulatory authorities.

Generation maintains property insurance against loss or damage to its principal plants and properties by fire or other perils, subject to certain exceptions. For additional information regarding nuclear insurance of generating


facilities, see ITEM 1. BUSINESS — Exelon Generation Company, LLC. For its insured losses, Generation is self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect in Generation’s consolidated financial condition or results of operations.
ComEdThe Utility Registrants
ComEd’sThe Utility Registrants electric substations and a portion of itstheir transmission rights of way are located on property that ComEd owns.they own. A significant portion of itstheir electric transmission and distribution facilities isare located above or underneath highways, streets, other public places or property that others own. ComEd believesThe Utility Registrants believe that it hasthey have satisfactory rights to use those places or property in the form of permits, grants, easements, licenses and franchise rights; however, it hasthey have not necessarily undertaken to examine the underlying title to the land upon which the rights rest.
Transmission and Distribution
ComEd’sThe Utility Registrants’ high voltage electric transmission lines owned and in service at December 31, 20182019 were as follows:
Voltage (Volts) Circuit Miles
Voltage Circuit Miles 
(Volts) ComEdPECO BGE Pepco DPL ACE 
765,000 90 90     
500,000(a)
 188
(a) 
216 109 16
(a) 
(a) 
345,000 2,716 2,716     
230,000 549 358 769 472 274 
138,000 2,209 2,224135 55 50 586 209 
115,000  705 25   
69,000 177   569 661 
ComEd’s electric distribution system includes 35,398 circuit miles of overhead lines and 32,010 circuit miles of underground lines.
First Mortgage and Insurance
The principal properties of ComEd are subject to the lien of ComEd’s Mortgage dated July 1, 1923, as amended and supplemented, under which ComEd’s First Mortgage Bonds are issued.
ComEd maintains property insurance against loss or damage to its properties by fire or other perils, subject to certain exceptions. For its insured losses, ComEd is self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect in the consolidated financial condition or results of operations of ComEd.
PECO
PECO’s electric substations and a significant portion of its transmission lines are located on property that PECO owns. A significant portion of its electric transmission and distribution facilities is located above or underneath highways, streets, other public places or property that others own. PECO believes that it has satisfactory rights to use those places or property in the form of permits, grants, easements and licenses; however, it has not necessarily undertaken to examine the underlying title to the land upon which the rights rest.

Transmission and Distribution
PECO’s high voltage electric transmission lines owned and in service at December 31, 2018 were as follows:
Voltage (Volts) Circuit Miles 
500,000 188
(a) 
230,000 549 
138,000 135 
69,000 181 
_____________________
(a)In addition, PECO, has a 22.00%DPL, and ACE have an ownership interest in 127 miles of 500 kV lines located in Pennsylvania and a 42.55% ownership interest in 131 miles of 500 kV lines located in Delaware and New Jersey. See Note 8 - Jointly Owned Electric Utility Plant - for additional information.
PECO’sThe Utility Registrant’s electric distribution system includes 12,957the following number of circuit miles of overhead lines and 9,367 circuit miles of underground lines.lines:
Circuit Miles ComEdPECOBGEPepcoDPLACE
Overhead 35,38512,9649,1764,1046,0107,350
Underground 31,7999,41717,4896,9936,3162,942
Gas
The following table sets forthpresents PECO’s, natural gas pipeline miles at December 31, 2018:
Pipeline Miles
Transmission9
Distribution6,912
Service piping6,377
Total13,298
PECO has an LNG facility located in West Conshohocken, Pennsylvania that has a storage capacity of 1,200 mmcfBGE’s and a send-out capacity of 160 mmcf/day and a propane-air plant located in Chester, Pennsylvania, with a tank storage capacity of 105 mmcf and a peaking capability of 25 mmcf/day. In addition, PECO owns 30 natural gas city gate stations and direct pipeline customer delivery points at various locations throughout its gas service territory.
First Mortgage and Insurance
The principal properties of PECO are subject to the lien of PECO’s Mortgage dated May 1, 1923, as amended and supplemented, under which PECO’s first and refunding mortgage bonds are issued.
PECO maintains property insurance against loss or damage to its properties by fire or other perils, subject to certain exceptions. For its insured losses, PECO is self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect in the consolidated financial condition or results of operations of PECO.
BGE
BGE’s electric substations and a significant portion of its transmission lines are located on property that BGE owns. A significant portion of its electric transmission and distribution facilities is located above or underneath highways, streets, other public places or property that others own. BGE believes that it has satisfactory rights to use those places or property in the form of permits, grants, easements and licenses; however, it has not necessarily undertaken to examine the underlying title to the land upon which the rights rest.

Transmission and Distribution
BGE’s high voltage electric transmission lines owned and in service at December 31, 2018 were as follows:
Voltage (Volts) Circuit Miles
500,000 218
230,000 358
138,000 55
115,000 706
BGE’s electric distribution system includes 9,191 circuit miles of overhead lines and 17,295 circuit miles of underground lines.
Gas
The following table sets forth BGE’s natural gas pipeline miles at December 31, 2018:
Pipeline Miles
Transmission161
Distribution7,348
Service piping6,305
Total13,814
BGE has an LNG facility located in Baltimore, Maryland that has a storage capacity of 1,056 mmcf and a send-out capacity of 332 mmcf/day and a propane-air plant located in Baltimore, Maryland, with a storage capacity of 550 mmcf and a send-out capacity of 85 mmcf/day. In addition, BGE owns 12 natural gas city gate stations and 20 direct pipeline customer delivery points at various locations throughout its gas service territory.
Property Insurance
BGE owns its principal headquarters building located in downtown Baltimore. BGE maintains property insurance against loss or damage to its properties by fire or other perils, subject to certain exceptions. For its insured losses, BGE is self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect in the consolidated financial condition or results of operations of BGE.
Pepco
Pepco’s electric substations and a significant portion of its transmission lines are located on property that Pepco owns. A significant portion of its electric transmission and distribution facilities is located above or underneath highways, streets, other public places or property that others own. Pepco believes that it has satisfactory rights to use those places or property in the form of permits, grants, easements and licenses; however, it has not necessarily undertaken to examine the underlying title to the land upon which the rights rest.

Transmission and Distribution
Pepco’s high voltage electric transmission lines owned and in service at December 31, 2018 were as follows:
Voltage (Volts) Circuit Miles
500,000 142
230,000 767
138,000 61
115,000 38
Pepco’s electric distribution system includes approximately 4,127 circuit miles of overhead lines and 7,039 circuit miles of underground lines. Pepco also operates a distribution system control center in Bethesda, Maryland. The computer equipment and systems contained in Pepco’s control center are financed through a sale and leaseback transaction.
First Mortgage and Insurance
The principal properties of Pepco are subject to the lien of Pepco’s mortgage dated July 1, 1935, as amended and supplemented, under which Pepco First Mortgage Bonds are issued.
Pepco maintains property insurance against loss or damage to its properties by fire or other perils, subject to certain exceptions. For its insured losses, Pepco is self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect in the consolidated financial condition or results of operations of Pepco.
DPL
DPL’s electric substations and a significant portion of its transmission lines are located on property that DPL owns. A significant portion of its electric transmission and distribution facilities is located above or underneath highways, streets, other public places or property that others own. DPL believes that it has satisfactory rights to use those places or property in the form of permits, grants, easements and licenses; however, it has not necessarily undertaken to examine the underlying title to the land upon which the rights rest.
Transmission and Distribution
DPL’s high voltage electric transmission lines owned and in service at December 31, 2018 were as follows:
Voltage (Volts) Circuit Miles
500,000 16
230,000 471
138,000 586
69,000 569
DPL’s electric distribution system includes approximately 6,031 circuit miles of overhead lines and 6,298 circuit miles of underground lines. DPL also owns and operates a distribution system control center in New Castle, Delaware.

Gas
The following table sets forth DPL’s natural gas pipeline miles at December 31, 2018:2019:
Pipeline Miles
Transmission (a)
8
Distribution2,065
Service piping1,398
Total3,471
 PECOBGEDPL 
Transmission91618(a)
Distribution6,9327,3862,114 
Service piping6,4146,3451,447 
Total13,35513,8923,569 


___________
(a)DPL has a 10% undivided interest in approximately 8 miles of natural gas transmission mains located in Delaware which are used by DPL for its natural gas operations and by 90% owner for distribution of natural gas to its electric generating facilities.
DPL owns a liquefied
The following table presents PECO’s, BGE’s and DPL’s natural gas facility located in Wilmington, Delaware, with a storage capacity of approximately 250 mmcffacilities:
RegistrantFacilityLocation
Storage Capacity
(mmcf)
Send-out or Peaking Capacity
(mmcf/day)
PECO
LNG Facility

West Conshohocken, PA

1,200160
PECOPropane Air PlantChester, PA10525
BGELNG FacilityBaltimore, MD1,056332
BGEPropane Air PlantBaltimore, MD55085
DPLLNG FacilityWilmington, DE25025
PECO, BGE and an emergency sendout capability of 36 mmcf/day. DPL owns 4also own 30, 32, and 10 natural gas city gate stations and direct pipeline customer delivery points at various locations in New Castle County, Delaware. These stations have a total primary delivery point contractual entitlement of 158 mmcf/day.throughout their gas service territory, respectively.
First Mortgage and Insurance
The principal properties of ComEd, PECO, PEPCO, DPL, and ACE are subject to the lien of DPL’s mortgage dated October 1, 1947, as amended and supplemented,their respective Mortgages under which DPLtheir respective First Mortgage Bonds are issued. See Note 16 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information.
DPL maintains
The Utility Registrants maintain property insurance against loss or damage to itstheir properties by fire or other perils, subject to certain exceptions. For itstheir insured losses, DPL isthe Utility Registrants are self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect in the consolidated financial condition or results of operations of DPL.the Utility Registrants.
ACE
ACE’s electric substations and a significant portion of its transmission lines are located on property that ACE owns. A significant portion of its electric transmission and distribution facilities is located above or underneath highways, streets, other public places or property that others own. ACE believes that it has satisfactory rights to use those places or property in the form of permits, grants, easements and licenses; however, it has not necessarily undertaken to examine the underlying title to the land upon which the rights rest.
Transmission and Distribution
ACE’s high voltage electric transmission lines owned and in service at December 31, 2018 were as follows:
Voltage (Volts) Circuit Miles
500,000 
230,000 221
138,000 239
69,000 663
ACE’s electric distribution system includes approximately 7,378 circuit miles of overhead lines and 2,927 circuit miles of underground lines. ACE also owns and operates a distribution system control center in Mays Landing, New Jersey.
First Mortgage and Insurance
The principal properties of ACE are subject to the lien of ACE’s mortgage dated January 15, 1937, as amended and supplemented, under which ACE First Mortgage Bonds are issued.

ACE maintains property insurance against loss or damage to its properties by fire or other perils, subject to certain exceptions. For its insured losses, ACE is self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect in the consolidated financial condition or results of operations of ACE.
Exelon
Security Measures
The Registrants have initiated and work to maintain security measures. On a continuing basis, the Registrants evaluate enhanced security measures at certain critical locations, enhanced response and recovery plans, long-term design changes and redundancy measures. Additionally, the energy industry has strategic relationships with governmental authorities to ensure that emergency plans are in place and critical infrastructure vulnerabilities are addressed in order to maintain the reliability of the country’s energy systems.



ITEM 3.LEGAL PROCEEDINGS
All Registrants
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 Note 43 — Regulatory Matters and Note 2218 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements. Such descriptions are incorporated herein by these references.


ITEM 4.MINE SAFETY DISCLOSURES
All Registrants
Not Applicable to the Registrants.


PART II
(Dollars in millions except per share data, unless otherwise noted)
ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Exelon
Exelon’s common stock is listed on the New York Stock ExchangeNasdaq (trading symbol: EXC). As of January 31, 2019,2020, there were 969,745,933974,319,565 shares of common stock outstanding and approximately 99,85795,064 record holders of common stock.
Stock Performance Graph
The performance graph below illustrates a five-year comparison of cumulative total returns based on an initial investment of $100 in Exelon common stock, as compared with the S&P 500 Stock Index and the S&P Utility Index, for the period 20142015 through 2018.2019.
This performance chart assumes:
$100 invested on December 31, 20132014 in Exelon common stock, in the S&P 500 Stock Index and in the S&P Utility Index; and
All dividends are reinvested.

chart-5919fce4d50e58f3801.jpgfiveyearcumulativereturn.jpg
Value of Investment at December 31,
201320142015201620172018201420152016201720182019
Exelon Corporation$100$140.61$109.44$145.34$167.22$197.86$100$77.83$103.37$118.92$140.72$146.74
S&P 500$100$113.68$115.24$129.02$157.17$150.27$100$101.38$113.51$138.29$132.23$173.86
S&P Utilities$100$128.98$122.73$142.72$160.00$166.57$100$95.15$110.65$124.05$129.14$163.17
Generation
As of January 31, 2019,2020, Exelon indirectly held the entire membership interest in Generation.
ComEd
As of January 31, 2019,2020, there were 127,021,331127,021,349 outstanding shares of common stock, $12.50 par value, of ComEd, of which 127,002,904 shares were indirectly held by Exelon. At January 31, 2019,2020, in addition to Exelon, there were 294296 record holders of ComEd common stock. There is no established market for shares of the common stock of ComEd.
PECO
As of January 31, 2019,2020, there were 170,478,507 outstanding shares of common stock, without par value, of PECO, all of which were indirectly held by Exelon.


BGE
As of January 31, 2019,2020, there were 1,000 outstanding shares of common stock, without par value, of BGE, all of which were indirectly held by Exelon.
PHI
As of January 31, 2019,2020, Exelon indirectly held the entire membership interest in PHI.
Pepco
As of January 31, 2019,2020, there were 100 outstanding shares of common stock, $0.01 par value, of Pepco, all of which were indirectly held by Exelon.
DPL
As of January 31, 2019,2020, there were 1,000 outstanding shares of common stock, $2.25 par value, of DPL, all of which were indirectly held by Exelon.
ACE
As of January 31, 2019,2020, there were 8,546,017 outstanding shares of common stock, $3.00 par value, of ACE, all of which were indirectly held by Exelon.
All Registrants
Dividends
Under applicable Federal law, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE can pay dividends only from retained, undistributed or current earnings. A significant loss recorded at Generation, ComEd, PECO, BGE, PHI, Pepco, DPL or ACE may limit the dividends that these companies can distribute to Exelon.
ComEd has agreed in connection with a financing arranged through ComEd Financing III that ComEd will not declare dividends on any shares of its capital stock in the event that: (1) it exercises its right to extend the interest payment periods on the subordinated debt securities issued to ComEd Financing III; (2) it defaults on its guarantee of the payment of distributions on the preferred trust securities of ComEd Financing III; or (3) an event of default occurs under the Indenture under which the subordinated debt securities are issued. No such event has occurred.
PECO has agreed in connection with financings arranged through PEC L.P. and PECO Trust IV that PECO will not declare dividends on any shares of its capital stock in the event that: (1) it exercises its right to extend the interest payment periods on the subordinated debentures which were issued to PEC L.P. or PECO Trust IV; (2) it defaults on its guarantee of the payment of distributions on the Series D Preferred Securities of PEC L.P. or the preferred trust securities of PECO Trust IV; or (3) an event of default occurs under the Indenture under which the subordinated debentures are issued. No such event has occurred.
BGE is subject to restrictions established by the MDPSC that prohibit BGE from paying a dividend on its common shares if (a) after the dividend payment, BGE’s equity ratio would be below 48% as calculated pursuant to the MDPSC’s ratemaking precedents or (b) BGE’s senior unsecured credit rating is rated by two of the three major credit rating agencies below investment grade. No such event has occurred.
Pepco is subject to certain dividend restrictions established by settlements approved in Maryland and the District of Columbia. Pepco is prohibited from paying a dividend on its common shares if (a) after the dividend payment, Pepco's equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the MDPSC and DCPSC or (b) Pepco’s senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. No such event has occurred.
DPL is subject to certain dividend restrictions established by settlements approved in Delaware and Maryland. DPL is prohibited from paying a dividend on its common shares if (a) after the dividend payment, DPL's equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the DPSC and MDPSC or (b) DPL’s


senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. No such event has occurred.
ACE is subject to certain dividend restrictions established by settlements approved in New Jersey. ACE is prohibited from paying a dividend on its common shares if (a) after the dividend payment, ACE's equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the NJBPU or (b) ACE's senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. ACE is also subject to a dividend restriction which requires ACE to obtain the prior approval of the NJBPU before dividends can be paid if its equity as a percent of its total capitalization, excluding securitization debt, falls below 30%. No such events have occurred.
Exelon’s Board of Directors approved an updated dividend policy providing an increase of 5% each year for the period covering 2018 through 2020, beginning with the March 2018 dividend.
At December 31, 2018,2019, Exelon had retained earnings of $14,766$16,267 million, including Generation’s undistributed earnings of $3,724$3,950 million, ComEd’s retained earnings of $1,337$1,517 million consisting of retained earnings appropriated for future dividends of $2,976$3,156 million, partially offset by $1,639 million of unappropriated accumulated deficits, PECO’s retained earnings of $1,242$1,412 million, BGE’s retained earnings of $1,640$1,776 million, and PHI's undistributed earningslosses of $62$10 million.
The following table sets forth Exelon’s quarterly cash dividends per share paid during 20182019 and 2017:2018:
2018 20172019 2018
(per share)
Fourth
Quarter
 
Third
Quarter
 
Second
Quarter
 
First
Quarter
 
Fourth
Quarter
 
Third
Quarter
 
Second
Quarter
 
First
Quarter
Fourth
Quarter
 
Third
Quarter
 
Second
Quarter
 
First
Quarter
 
Fourth
Quarter
 
Third
Quarter
 
Second
Quarter
 
First
Quarter
Exelon0.345
 0.345
 0.345
 0.345
 0.328
 0.328
 0.328
 0.328
$0.363
 $0.363
 $0.363
 $0.363
 $0.345
 $0.345
 $0.345
 $0.345
The following table sets forth Generation's and PHI's quarterly distributions and ComEd’s, PECO’s, BGE's, Pepco's, DPL's and ACE's quarterly common dividend payments:
2018 20172019 2018
(in millions)
4th
Quarter
 
3rd
Quarter
 
2nd
Quarter
 
1st
Quarter
 
4th
Quarter
 
3rd
Quarter
 
2nd
Quarter
 
1st
Quarter
4th
Quarter
 
3rd
Quarter
 
2nd
Quarter
 
1st
Quarter
 
4th
Quarter
 
3rd
Quarter
 
2nd
Quarter
 
1st
Quarter
Generation$313
 $311
 $189
 $188
 $165
 $164
 $166
 $164
$225
 $225
 $224
 $225
 $313
 $311
 $189
 $188
ComEd114
 116
 115
 114
 106
 105
 106
 105
128
 126
 127
 127
 114
 116
 115
 114
PECO6
 7
 6
 287
 72
 72
 72
 72
90
 88
 90
 90
 6
 7
 6
 287
BGE52
 52
 53
 52
 50
 49
 50
 49
55
 57
 56
 56
 52
 52
 53
 52
PHI94
 123
 38
 71
 44
 136
 62
 69
97
 213
 88
 128
 94
 123
 38
 71
Pepco41
 78
 25
 25
 
 75
 28
 30
40
 101
 48
 24
 41
 78
 25
 25
DPL38
 18
 4
 36
 30
 28
 24
 30
34
 35
 29
 41
 38
 18
 4
 36
ACE13
 27
 10
 9
 15
 31
 12
 10
24
 76
 12
 12
 13
 27
 10
 9
First Quarter 20192020 Dividend
On February 5, 2019,January 28, 2020, the Exelon Board of Directors declared a first quarter 20192020 regular quarterly dividend of $0.3625$0.3825 per share on Exelon’s common stock payable on March 8, 2019,10, 2020, to shareholders of record of Exelon at the end of the day on February 20, 2019.2020.


ITEM 6.SELECTED FINANCIAL DATA
Exelon
The selected financial data presented below has been derived from the audited consolidated financial statements of Exelon. This data is qualified in its entirety by reference to and should be read in conjunction with Exelon’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
For the Years Ended December 31,For the Years Ended December 31,
(In millions, except per share data)2018 
2017(c, d)
 
2016(a, c, d)
 
2015(c)
 
2014(b,c)
2019 
2018(a)
 
2017(a)
 
2016(b)
 2015
Statement of Operations data:                  
Operating revenues$35,985
 $33,565
 $31,366
 $29,447
 $27,429
$34,438
 $35,978
 $33,558
 $31,366
 $29,447
Operating income3,898
 4,395
 3,212
 4,554
 3,210
4,374
 3,891
 4,388
 3,212
 4,554
Net income2,084

3,876

1,196

2,250

1,820
3,028

2,079

3,869

1,196

2,250
Net income attributable to common shareholders2,010
 3,786
 1,121
 2,269
 1,623
2,936
 2,005
 3,779
 1,121
 2,269
Earnings per average common share (diluted):                  
Net income$2.07
 $3.99
 $1.21
 $2.54
 $1.88
$3.01
 $2.07
 $3.98
 $1.21
 $2.54
Dividends per common share$1.38
 $1.31
 $1.26
 $1.24
 $1.24
$1.45
 $1.38
 $1.31
 $1.26
 $1.24

 December 31,
(In millions)2019 
2018(a)
 
2017(a)
 2016 2015
Balance Sheet data:         
Current assets$12,037
 $13,328
 $11,872
 $12,451
 $15,334
Property, plant and equipment, net80,233
 76,707
 74,202
 71,555
 57,439
Total assets124,977

119,634

116,746

114,952

95,384
Current liabilities14,185
 11,404
 10,798
 13,463
 9,118
Long-term debt, including long-term debt to financing trusts31,719
 34,465
 32,565
 32,216
 24,286
Shareholders’ equity32,224
 30,741
 29,878
 25,860
 25,793
__________
(a)
Amounts have been revised to reflect the correction of an error related to Pepco's decoupling mechanism. See Note 1Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information.
(b)The 2016 financial results include the activity of PHI from the merger effective date of March 24, 2016 through December 31, 2016.
(b)On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, the 2014 financial results include CENG’s results of operations on a fully consolidated basis.
(c)
Amounts have been recasted to reflect the Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost guidance adopted as of January 1, 2018. See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information.
(d)Amounts for 2017 and 2016 have been recasted to reflect the Revenue from Contracts with Customers guidance adopted as of January 1, 2018. See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information. The 2015 and 2014 balances are not recasted for this guidance and are not comparative.


 December 31,
(In millions)2018 
2017(a)
 
2016(a)
 
2015(a)
 
2014(a)
Balance Sheet data:         
Current assets$13,360
 $11,896
 $12,451
 $15,334
 $11,853
Property, plant and equipment, net76,707
 74,202
 71,555
 57,439
 52,170
Total assets119,666

116,770

114,952

95,384

86,416
Current liabilities11,404
 10,798
 13,463
 9,118
 8,762
Long-term debt, including long-term debt to financing trusts34,465
 32,565
 32,216
 24,286
 19,853
Shareholders’ equity30,764
 29,896
 25,860
 25,793
 22,608
(a)
Amounts for 2017 and 2016 have been recasted to reflect the Revenue from Contracts with Customers guidance adopted as of January 1, 2018. See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information. The 2015 and 2014 balances are not recasted for this guidance and are not comparative.


Generation
The selected financial data presented below has been derived from the audited consolidated financial statements of Generation. This data is qualified in its entirety by reference to and should be read in conjunction with Generation’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
For the Years Ended December 31,For the Years Ended December 31,
(In millions)2018 
2017(b)
 
2016(b)
 2015 
2014(a)
2019 2018 2017 2016 2015
Statement of Operations data:                  
Operating revenues$20,437
 $18,500
 $17,757
 $19,135
 $17,393
$18,924
 $20,437
 $18,500
 $17,757
 $19,135
Operating income975
 947
 820
 2,275
 1,176
1,323
 975
 947
 820
 2,275
Net income443
 2,798
 550
 1,340
 1,019
1,217
 443
 2,798
 550
 1,340
__________
(a)On April 1, 2014, Generation assumed operational control of CENG’s nuclear fleet. As a result, the 2014 financial results include CENG’s results of operations on a fully consolidated basis.
(b)
Amounts for 2017 and 2016 have been recasted to reflect the Revenue from Contracts with Customers guidance adopted as of January 1, 2018. See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information. The 2015 and 2014 balances are not recasted for this guidance and are not comparative.
December 31,December 31,
(In millions)2018 
2017(a)
 
2016(a)
 2015 20142019 2018 2017 2016 2015
Balance Sheet data:                  
Current assets$8,433
 $6,882
 $6,567
 $6,342
 $7,311
$7,076
 $8,433
 $6,882
 $6,567
 $6,342
Property, plant and equipment, net23,981
 24,906
 25,585
 25,843
 23,028
24,193
 23,981
 24,906
 25,585
 25,843
Total assets47,556

48,457

47,022

46,529

44,951
48,995

47,556

48,457

47,022

46,529
Current liabilities5,769
 4,191
 5,689
 4,933
 4,459
7,289
 5,769
 4,191
 5,689
 4,933
Long-term debt, including long-term debt to affiliates7,887
 8,644
 8,124
 8,869
 7,582
4,792
 7,887
 8,644
 8,124
 8,869
Member’s equity13,204
 13,669
 11,505
 11,635
 12,718
13,484
 13,204
 13,669
 11,505
 11,635
(a)
Amounts for 2017 and 2016 have been recasted to reflect the Revenue from Contracts with Customers guidance adopted as of January 1, 2018. See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information. The 2015 and 2014 balances are not recasted for this guidance and are not comparative.


ComEd
The selected financial data presented below has been derived from the audited consolidated financial statements of ComEd. This data is qualified in its entirety by reference to and should be read in conjunction with ComEd’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
For the Years Ended December 31,For the Years Ended December 31,
(In millions)2018 2017 2016 2015 20142019 2018 2017 2016 2015
Statement of Operations data:                  
Operating revenues$5,882
 $5,536
 $5,254
 $4,905
 $4,564
$5,747
 $5,882
 $5,536
 $5,254
 $4,905
Operating income1,146
 1,323
 1,205
 1,017
 980
1,171
 1,146
 1,323
 1,205
 1,017
Net income664
 567
 378
 426
 408
688
 664
 567
 378
 426




December 31,December 31,
(In millions)2018 2017 2016 2015 20142019 2018 2017 2016 2015
Balance Sheet data:                  
Current assets$1,570
 $1,364
 $1,554
 $1,518
 $1,723
$1,583
 $1,570
 $1,364
 $1,554
 $1,518
Property, plant and equipment, net22,058
 20,723
 19,335
 17,502
 15,793
23,107
 22,058
 20,723
 19,335
 17,502
Total assets31,213

29,726

28,335

26,532

25,358
32,765

31,213

29,726

28,335

26,532
Current liabilities1,925
 2,294
 2,938
 2,766
 1,923
2,117
 1,925
 2,294
 2,938
 2,766
Long-term debt, including long-term debt to financing trusts8,006
 6,966
 6,813
 6,049
 5,870
8,196
 8,006
 6,966
 6,813
 6,049
Shareholders’ equity10,247
 9,542
 8,725
 8,243
 7,907
10,677
 10,247
 9,542
 8,725
 8,243
PECO
The selected financial data presented below has been derived from the audited consolidated financial statements of PECO. This data is qualified in its entirety by reference to and should be read in conjunction with PECO’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
For the Years Ended December 31,For the Years Ended December 31,
(In millions)2018 2017 2016 2015 20142019 2018 2017 2016 2015
Statement of Operations data:                  
Operating revenues$3,038
 $2,870
 $2,994
 $3,032
 $3,094
$3,100
 $3,038
 $2,870
 $2,994
 $3,032
Operating income587
 655
 702
 630
 572
713
 587
 655
 702
 630
Net income460
 434
 438
 378
 352
528
 460
 434
 438
 378
December 31,December 31,
(In millions)2018 2017 2016 2015 20142019 2018 2017 2016 2015
Balance Sheet data:                  
Current assets$782
 $822
 $757
 $842
 $645
$722
 $782
 $822
 $757
 $842
Property, plant and equipment, net8,610
 8,053
 7,565
 7,141
 6,801
9,292
 8,610
 8,053
 7,565
 7,141
Total assets10,642

10,170

10,831

10,367

9,860
11,469

10,642

10,170

10,831

10,367
Current liabilities809
 1,267
 727
 944
 653
722
 809
 1,267
 727
 944
Long-term debt, including long-term debt to financing trusts3,268
 2,587
 2,764
 2,464
 2,416
3,589
 3,268
 2,587
 2,764
 2,464
Shareholder's equity3,820
 3,577
 3,415
 3,236
 3,121
4,178
 3,820
 3,577
 3,415
 3,236

BGE
The selected financial data presented below has been derived from the audited consolidated financial statements of BGE. This data is qualified in its entirety by reference to and should be read in conjunction with BGE’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
For the Years Ended December 31,For the Years Ended December 31,
(In millions)2018 2017 2016 2015 20142019 2018 2017 2016 2015
Statement of Operations data:                  
Operating revenues$3,169
 $3,176
 $3,233
 $3,135
 $3,165
$3,106
 $3,169
 $3,176
 $3,233
 $3,135
Operating income474
 614
 550
 558
 439
532
 474
 614
 550
 558
Net income313
 307
 294
 288
 211
360
 313
 307
 294
 288


December 31,December 31,
(In millions)2018 2017 2016 2015 20142019 2018 2017 2016 2015
Balance Sheet data:                  
Current assets$786
 $811
 $842
 $845
 $951
$833
 $786
 $811
 $842
 $845
Property, plant and equipment, net8,243
 7,602
 7,040
 6,597
 6,204
8,990
 8,243
 7,602
 7,040
 6,597
Total assets9,716

9,104

8,704

8,295

8,056
10,634

9,716

9,104

8,704

8,295
Current liabilities774
 760
 707
 1,134
 794
753
 774
 760
 707
 1,134
Long-term debt, including long-term debt to financing trusts2,876
 2,577
 2,533
 1,732
 2,109
3,270
 2,876
 2,577
 2,533
 1,732
Shareholder's equity3,354
 3,141
 2,848
 2,687
 2,563
3,683
 3,354
 3,141
 2,848
 2,687
PHI
The selected financial data presented below has been derived from the audited consolidated financial statements of PHI. This data is qualified in its entirety by reference to and should be read in conjunction with PHI’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Successor  PredecessorSuccessor  Predecessor
For the Years Ended
December 31,
 March 24 to December 31  January 1 to March 23, For the Years Ended
December 31,
For the Years Ended
December 31,
 March 24 to December 31,  January 1 to March 23, For the Year Ended
December 31,
(In millions)2018 2017 2016  2016 2015 20142019 
2018(a)
 
2017(a)
 2016  2016 2015
Statement of Operations data(a):
           
Statement of Operations data:            
Operating revenues$4,805
 $4,679
 $3,643
  $1,153
 $4,935 $4,808
$4,806
 $4,798
 $4,672
 $3,643
  $1,153 $4,935
Operating income650
 769
 93
  105
 673
 605
722
 643
 762
 93
  105
 673
Net income (loss) from continuing operations398
 362
 (61)  19
 318
 242
477
 393
 355
 (61)  19
 318
Net income (loss)398
 362
 (61)  19
 327
 242
477
 393
 355
 (61)  19
 327
Successor  PredecessorSuccessor  Predecessor
December 31,  December 31,December 31,   
(In millions)2018 2017 2016  20152019 
2018(a)
 
2017(a)
2016  2015
Balance Sheet data(a):
        
Balance Sheet data:        
Current assets$1,533
 $1,551
 $1,838
  $1,474
$1,480
 $1,501
 $1,527
$1,838
  $1,474
Property, plant and equipment, net13,446
 12,498
 11,598
  10,864
14,296
 13,446
 12,498
11,598
  10,864
Total assets21,984
 21,247
 21,025
  16,188
22,719
 21,952
 21,223
21,025
  16,188
Current liabilities1,592
 1,931
 2,284
  2,327
1,612
 1,592
 1,931
2,284
  2,327
Long-term debt6,134
 5,478
 5,645
  4,823
6,460
 6,134
 5,478
5,645
  4,823
Preferred Stock
 
 
  183

 
 

  183
Member’s equity/Shareholders' equity9,282
 8,825
 8,016
  4,413
9,608
 9,259
 8,807
8,016
  4,413
__________
(a)As a result
Amounts have been revised to reflect the correction of an error related to Pepco's decoupling mechanism. See Note 1Significant Accounting Policies of the PHI Merger in 2016, Exelon has electedCombined Notes to present PHI's selected financial dataConsolidated Financial Statements for the periods reflected above.additional information.


Pepco
The selected financial data presented below has been derived from the audited consolidated financial statements of Pepco. This data is qualified in its entirety by reference to and should be read in conjunction with Pepco’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
For the Years Ended December 31,For the Years Ended December 31,
(In millions)2018 2017 2016 2015 20142019 
2018(a)
 
2017(a)
 2016 2015
Statement of Operations data(a):
         
Statement of Operations data:         
Operating revenues$2,239
 $2,158
 $2,186
 $2,129
 $2,055
$2,260
 $2,232
 $2,151
 $2,186
 $2,129
Operating income320
 399
 174
 385
 349
361
 313
 392
 174
 385
Net income210
 205
 42
 187
 171
243
 205
 198
 42
 187
December 31,December 31,
(In millions)2018 2017 2016 20152019 
2018(a)
 
2017(a)
 2016 2015
Balance Sheet data(a):
       
Balance Sheet data:         
Current assets$760
 $710
 $684
 $726
$696
 $728
 $686
 $684
 $726
Property, plant and equipment, net6,460
 6,001
 5,571
 5,162
6,909
 6,460
 6,001
 5,571
 5,162
Total assets8,299
 7,832
 7,335
 6,908
8,661
 8,267
 7,808
 7,335
 6,908
Current liabilities628
 550
 596
 455
657
 628
 550
 596
 455
Long-term debt2,704
 2,521
 2,333
 2,340
2,862
 2,704
 2,521
 2,333
 2,340
Shareholder's equity2,740
 2,533
 2,300
 2,240
2,907
 2,717
 2,515
 2,300
 2,240
__________
(a)As a result
Amounts have been revised to reflect the correction of an error related to Pepco's decoupling mechanism. See Note 1Significant Accounting Policies of the PHI Merger in 2016, Exelon has electedCombined Notes to present Pepco's selected financial dataConsolidated Financial Statements for the periods reflected above.additional information.

DPL
The selected financial data presented below has been derived from the audited consolidated financial statements of DPL. This data is qualified in its entirety by reference to and should be read in conjunction with DPL’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
For the Years Ended December 31,For the Years Ended December 31,
(In millions)2018 2017 2016 2015 20142019 2018 2017 2016 2015
Statement of Operations data(a):
         
Statement of Operations data:         
Operating revenues$1,332
 $1,300
 $1,277
 $1,302
 $1,282
$1,306
 $1,332
 $1,300
 $1,277
 $1,302
Operating income190
 229
 50
 165
 207
217
 190
 229
 50
 165
Net income (loss)120
 121
 (9) 76
 104
147
 120
 121
 (9) 76


December 31,December 31,
(In millions)2018 2017 2016 20152019 2018 2017 2016 2015
Balance Sheet data(a):
       
Balance Sheet data:         
Current assets$336
 $325
 $370
 $388
$325
 $336
 $325
 $370
 $388
Property, plant and equipment, net3,821
 3,579
 3,273
 3,070
4,035
 3,821
 3,579
 3,273
 3,070
Total assets4,588
 4,357
 4,153
 3,969
4,830
 4,588
 4,357
 4,153
 3,969
Current liabilities375
 547
 381
 564
414
 375
 547
 381
 564
Long-term debt1,403
 1,217
 1,221
 1,061
1,487
 1,403
 1,217
 1,221
 1,061
Shareholder's equity1,509
 1,335
 1,326
 1,237
1,580
 1,509
 1,335
 1,326
 1,237
__________
(a)As a result of the PHI Merger in 2016, Exelon has elected to present DPL's selected financial data for the periods reflected above.
ACE
The selected financial data presented below has been derived from the audited consolidated financial statements of ACE. This data is qualified in its entirety by reference to and should be read in conjunction with ACE’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 For the Years Ended December 31,
(In millions)2018 2017 2016 2015 2014
Statement of Operations data(a):
         
Operating revenues$1,236
 $1,186
 $1,257
 $1,295
 $1,210
Operating income149
 157
 7
 134
 137
Net income (loss)75
 77
 (42) 40
 46





 For the Years Ended December 31,
(In millions)2019 2018 2017 2016 2015
Statement of Operations data:         
Operating revenues$1,240
 $1,236
 $1,186
 $1,257
 $1,295
Operating income151
 149
 157
 7
 134
Net income (loss)99
 75
 77
 (42) 40
December 31,December 31,
(In millions)2018 2017 2016 20152019 2018 2017 2016 2015
Balance Sheet data(a):
       
Balance Sheet data:         
Current assets$240
 $258
 $399
 $546
$270
 $240
 $258
 $399
 $546
Property, plant and equipment, net2,966
 2,706
 2,521
 2,322
3,190
 2,966
 2,706
 2,521
 2,322
Total assets3,699
 3,445
 3,457
 $3,387
3,933
 3,699
 3,445
 3,457
 3,387
Current liabilities422
 619
 320
 $297
360
 422
 619
 320
 297
Long-term debt1,170
 840
 1,120
 1,153
1,307
 1,170
 840
 1,120
 1,153
Shareholder's equity1,126
 1,043
 1,034
 1,000
1,276
 1,126
 1,043
 1,034
 1,000
__________
(a)As a result of the PHI Merger in 2016, Exelon has elected to present ACE's selected financial data for the periods reflected above.


Item 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Exelon
Executive Overview
Exelon is a utility services holding company engaged in the generation, delivery, and marketing of energy through Generation and the energy distribution and transmission businesses through ComEd, PECO, BGE, Pepco, DPL and ACE.
Exelon has twelveeleven reportable segments consisting of Generation’s sixfive reportable segments (Mid-Atlantic, Midwest, New England, New York, ERCOT and Other Power Regions), ComEd, PECO, BGE, Pepco, DPL and ACE. During the first quarter of 2019, due to a change in economics in our New England region, Generation is changingchanged the way that information is reviewed by the CODM. The New England region willis no longer be regularly reviewed as a separate region by the CODM nor will it be presented separately in any external information presented to third parties. Information for the New England region will beis reviewed by the CODM as part of Other Power Regions. As a result, beginning in the first quarter of 2019, Generation will disclose five reportable segments consisting of Mid-Atlantic, Midwest, New York, ERCOT and Other Power Regions. See Note 1 - Significant Accounting Policies and Note 24 - 5Segment Information of the Combined Notes to Consolidated Financial Statements for additional information regarding Exelon's principal subsidiaries and reportable segments.
Through its business services subsidiary, BSC, Exelon provides its subsidiaries with a variety of support services at cost, including legal, human resources, financial, 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, accounting, engineering, customer operations, distribution and transmission planning, asset management, system operations, and power procurement, to PHI operating companies. The costs of BSC and PHISCO are directly charged or allocated to the applicable subsidiaries. Additionally, the results of Exelon’s corporate operations include interest costs and income from various investment and financing activities.
Exelon’s consolidated financial information includes the results of its eight separate operating subsidiary registrants, Generation, 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 summarizes results for the year ended December 31, 2019 compared to the year ended December 31, 2018, and is separately filed by Exelon, Generation, 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. For discussion of the year ended December 31, 2018 compared to the year ended December 31, 2017, refer to ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the 2018-Form 10-K, which was filed with the SEC on February 8, 2019.


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 year ended December 31, 20182019 compared to the same period in 20172018 and December 31, 2017 compared to the same period in 2016.2017. For additional information regarding the financial results for the years ended December 31, 2018, 20172019 and 20162018 see the discussions of Results of Operations by Registrant.
 2018 2017 Favorable (unfavorable) 2018 vs. 2017 variance 2016 Favorable (unfavorable) 2017 vs. 2016 variance
Exelon$2,010
 $3,786
 $(1,776) $1,121
 $2,665
Generation370
 2,710
 (2,340) 483
 2,227
ComEd664
 567
 97
 378
 189
PECO460
 434
 26
 438
 (4)
BGE313
 307
 6
 286
 21
Pepco210
 205
 5
 42
 163
DPL120
 121
 (1) (9) 130
ACE75
 77
 (2) (42) 119
Other(b)
(195) (594) 399
 (422) (172)
 Successor  Predecessor
 For the Years Ended December 31, Favorable (unfavorable) 2018 vs. 2017 variance March 24 to December 31,  January 1 to
March 23,
 2018 2017  2016  2016
PHI(a)
$398
 $362
 $36
 $(61)  $19
 2019 
2018(a)
 Favorable (unfavorable) 2019 vs. 2018 variance 
2017(a)
 Favorable (unfavorable) 2018 vs. 2017 variance
Exelon$2,936
 $2,005
 $931
 $3,779
 $(1,774)
Generation1,125
 370
 755
 2,710
 (2,340)
ComEd688
 664
 24
 567
 97
PECO528
 460
 68
 434
 26
BGE360
 313
 47
 307
 6
PHI477
 393
 84
 355
 38
Pepco243
 205
 38
 198
 7
DPL147
 120
 27
 121
 (1)
ACE99
 75
 24
 77
 (2)
Other(b)
(242) (195) (47) (594) 399
__________
(a)IncludesExelon’s, PHI’s and Pepco’s amounts have been revised to reflect the consolidated resultscorrection of Pepco, DPL and ACE.an error related to Pepco’s decoupling mechanism. See Note 1 - Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information.
(b)Primarily includes eliminating and consolidating adjustments, Exelon’s corporate operations, shared service entities and other financing and investing activities.
Year Ended December 31, 20182019 Compared to Year Ended December 31, 2017.2018. Net income attributable to common shareholdersdecreased by $1,776 million and diluted earnings per average common share decreased to $2.07 in 2018 from $3.99 in 2017 primarily due to:
Impacts associated with the one-time remeasurement of deferred income taxes in 2017 as a result of the TCJA;
Net unrealized losses on NDT funds in 2018 compared to net gains in 2017;
Lower realized energy prices;
Accelerated depreciation and amortization due to the decision to early retire the Oyster Creek and TMI nuclear facilities;
The gain associated with the FitzPatrick acquisition in 2017;
Decrease in reserves for uncertain tax positions in 2017 related to the deductibility of certain merger commitments associated with the 2012 Constellation and 2016 PHI acquisitions;
Increased mark-to-market losses;
The gain recorded upon deconsolidation of EGTP's net liabilities in 2017;
The absence of EGTP earnings resulting from its deconsolidation in the fourth quarter of 2017;

Long-lived asset impairments of certain merchant wind assets in West Texas; and
Increased storm costs at PECO and BGE.
The decreases were partially offset by;
The impact of the New York and Illinois ZEC revenue (including the impact of zero emission credits generated in Illinois from June 1, 2017 through December 31, 2017);
Long-lived asset impairments primarily related to the EGTP assets held for sale in 2017;
Increased capacity prices;
The impact of lower federal income tax rate as a result of the TCJA at Generation;
Net realized gains on NDT funds;
The gain on the settlement of a long-term gas supply agreement;
Decreased nuclear outage days;
Increased electric distribution and energy efficiency formula rate earnings at ComEd;
Regulatory rate increases at PECO, BGE and PHI;
The impact of favorable weather at PECO, DPL and ACE; and
The absences of a 2017 impairment of certain transmission-related income tax regulatory assets at ComEd, BGE and PHI.
The decrease in diluted earnings per share was also due to the increase in Exelon’s average diluted shares outstanding as a result of the June 2017 common stock issuance.
Year Ended December 31, 2017 Compared to Year Ended December 31, 2016. Net income attributable to common shareholdersincreased by $2,665931 million and diluted earnings per average common share increased to $3.99$3.01 in 20172019 from $1.21$2.07 in 20162018 primarily due to:
Impacts associated with the one-time remeasurement of deferred income taxes as a result of the TCJA;
The gain associated with the FitzPatrick acquisition;
Accelerated depreciation and amortization due to the decision to early retire the TMI nuclear facility in 2017 compared to the previous decision in 2016 to early retire the Clinton and Quad Cities nuclear facilities;
Higher net unrealized and realized gains on NDT funds;
Decreased accelerated depreciation and amortization due to the early retirement of the Oyster Creek nuclear facility in September 2018 and TMI in September 2019and the absence of a charge associated with the remeasurement of the Oyster Creek ARO in 2018;
The impactDecreased Operating and maintenance expense at Generation which includes the impacts of the New York ZEC revenue;previous cost management programs, lower pension and OPEB costs and increased NEIL insurance distributions;
The gain recorded upon deconsolidation of EGTP's net liabilities;
Increased capacity prices;
A benefit associated with the remeasurement of the TMI ARO in the first quarter of 2019and the annual nuclear ARO update in the third quarter of 2019;
Decreased nuclear outage days;
Decrease in reserves for uncertain tax positions in 2017 related to the deductibility of certain merger commitments associated with the 2012 Constellation and 2016 PHI acquisitions compared to costs incurred as part of the settlement orders approving the PHI acquisition and a charge related to a 2012 CEG merger commitment in 2016;
Increased electric distribution and transmission formula rate earnings at ComEd;

Lower mark-to-market losses;
Regulatory rate increases at PECO, BGE, Pepco, DPL, and PHI;ACE;
Increased electric distribution, energy efficiency and transmission earnings at ComEd;
Decreased storms costs at PECO and BGE; and
PenaltiesResearch and associated interest expense as a result of adevelopment income tax court decision on Exelon's like-kind exchange position in 2016.benefits.
The increases were partially offset by;
Long-lived asset impairments primarily related to the EGTP assets held for sale;

Lower realized energy prices;
The conclusion of the Ginna Reliability Support Services Agreement;Lower capacity prices;
Increased costs related to the acquisition of the FitzPatrick nuclear facility;
Increased mark-to-market losses;
The impact of unfavorableUnfavorable weather conditions at ComEd, PECO, DPL and ACE; and
The impairment of certain transmission-related income tax regulatory assetsUnfavorable volume at ComEd, BGE and PHI.PECO.
The net increase in diluted earnings per share from the items listed above was partially offset by the impact of the increase in Exelon’s average diluted shares outstanding as a result of the June 2017 common stock issuance.
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-to-year operating results and provide an indication of Exelon’s baseline operating performance excluding items that are considered by management to be not 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 Net income attributable to common shareholders as determined in accordance with GAAP and Adjusted (non-GAAP) operating earnings for the year ended December 31, 20182019 as compared to 20172018 and 2016: 

2017: 
 For the Years Ended December 31,
 2018 2017 2016
(All amounts after tax; in millions, except per share amounts)  
Earnings per
Diluted Share
   
Earnings per
Diluted Share
   
Earnings per
Diluted Share
Net Income Attributable to Common Shareholders$2,010
 $2.07
 $3,786
 $3.99
 $1,121
 $1.21
Mark-to-Market Impact of Economic Hedging Activities(a) (net of taxes of $89, $68 and $18, respectively)
252
 0.26
 107
 0.11
 24
 0.03
Unrealized Losses (Gains) Related to NDT Funds(b) (net of taxes of $289, $286 and $112, respectively)
337
 0.35
 (318) (0.34) (118) (0.13)
Amortization of Commodity Contract Intangibles(c) (net of taxes of $0, $22 and $22, respectively)

 
 34
 0.04
 35
 0.04
Merger and Integration Costs(d) (net of taxes of $2, $25 and $50, respectively)
3
 
 40
 0.04
 114
 0.12
Merger Commitments(e) (net of taxes of $0, $137 and $126, respectively)

 
 (137) (0.14) 437
 0.47
Long-Lived Asset Impairments(f) (net of taxes of $13, $204 and $68, respectively)
35
 0.04
 321
 0.34
 103
 0.11
Plant Retirements and Divestitures(g) (net of taxes of $181, $134 and $273, respectively)
512
 0.53
 207
 0.22
 432
 0.47
Cost Management Program(h) (net of taxes of $16, $21 and $21, respectively)
48
 0.05
 34
 0.04
 34
 0.04
Annual Asset Retirement Obligation Update(i) (net of taxes of $7, $1 and $13, respectively)
20
 0.02
 (2) 
 (75) (0.08)
Vacation Policy Change(j) (net of taxes of $0, $21 and $0, respectively)

 
 (33) (0.03) 
 
Change in Environmental Liabilities (net of taxes of $0, $17 and $0, respectively)(1) 
 27
 0.03
 
 
Bargain Purchase Gain(k) (net of taxes of $0, $0 and $0, respectively)

 
 (233) (0.25) 
 
Gain on Deconsolidation of Business(l) (net of taxes of $0, $83 and $0, respectively)

 
 (130) (0.14) 
 
Gain on Contract Settlement(m) (net of taxes of $20, $0 and $0, respectively)
(55) (0.06) 
 
 
 
Like-Kind Exchange Tax Position(n) (net of taxes of $0, $66 and $61, respectively)

 
 (26) (0.03) 199
 0.21
Curtailment of Generation Growth and Development Activities(o) (net of taxes of $0, $0 and $35, respectively)

 
 
 
 57
 0.06
Reassessment of Deferred Income Taxes(p) (entire amount represents tax expense)
(22) (0.02) (1,299) (1.37) 10
 0.01
Tax Settlements(q) (net of taxes of $0, $1 and $0, respectively)

 
 (5) (0.01) 
 
Noncontrolling Interests(r) (net of taxes of $24, $24 and $9, respectively)
(113) (0.12) 114
 0.12
 102
 0.11
Adjusted (non-GAAP) Operating Earnings$3,026
 $3.12
 $2,487
 $2.62
 $2,475
 $2.67






 For the Years Ended December 31,
 2019 
2018(a)
2017(a)
(All amounts in millions after tax)  
Earnings per
Diluted Share
   
Earnings per
Diluted Share
  Earnings per
Diluted Share
Net Income Attributable to Common Shareholders$2,936
 $3.01
 $2,005
 $2.07
$3,779
 $3.98
Mark-to-Market Impact of Economic Hedging Activities (net of taxes of $66, $89 and $68, respectively)197
 0.20
 252
 0.26
107
 0.11
Unrealized (Gains) Losses Related to NDT Fund Investments (net of taxes of $269, $289 and $286, respectively)(b)
(299) (0.31) 337
 0.35
(318) (0.34)
Amortization of Commodity Contract Intangibles (net of taxes of $22)
 
 
 
34
 0.04
PHI Merger and Integration Costs (net of taxes of $2 and $25, respectively)
 
 3
 
40
 0.04
Merger Commitments (net of taxes of $137)
 
 
 
(137) (0.14)
Asset Impairments (net of taxes of $56, $13 and $204, respectively)(c)
123
 0.13
 35
 0.04
321
 0.34
Plant Retirements and Divestitures (net of taxes of $9, $181, and $134, respectively)(d)
118
 0.12
 512
 0.53
207
 0.22
Cost Management Program (net of taxes of $17, $16, and $21, respectively)(e)
51
 0.05
 48
 0.05
34
 0.04
Asset Retirement Obligation (net of taxes of $9, $7, and $1, respectively)(f)
(84) (0.09) 20
 0.02
(2) 
 Vacation Policy Change (net of taxes of $21)
 
 
 
(33) (0.03)
Change in Environmental Liabilities (net of taxes of $8, $0, and $17, respectively)20
 0.02
 (1) 
27
 0.03
Bargain Purchase Gain (net of taxes of $0)
 
 
 
(233) (0.25)
Gain on Deconsolidation of Business (net of taxes of $83)
 
 
 
(130) (0.14)
Gain on Contract Settlement (net of taxes of $20)(g)

 
 (55) (0.06)
 
Litigation Settlement Gain (net of taxes of $7)(19) (0.02) 
 

 
Income Tax-Related Adjustments (entire amount represents tax expense)(h)
5
 0.01
 (22) (0.02)(1,330) (1.41)
Noncontrolling Interests (net of taxes of $26, $24, and $24, respectively)(i)
90
 0.09
 (113) (0.12)114
 0.12
Adjusted (non-GAAP) Operating Earnings$3,139
 $3.22
 $3,021
 $3.12
$2,480
 $2.61
__________
Note:
Amounts may not sum due to rounding.
Unless otherwise noted, the income tax impact of each reconciling item between GAAP Net Income and Adjusted (non-GAAP) Operating Earnings is based on the marginal statutory federal and state income tax rates for each Registrant, taking into account whether the income or expense item is taxable or deductible, respectively, in whole or in part. For all items except the unrealized gains and losses related to NDT funds, the marginal statutory income tax rates for 2018, 20172019 and 20162018 ranged from 26.0 percent to 29.0 percent, 39.0 percent to 41.0 percent and 39.0 percent to 41.0 percent, respectively.percent. Under IRS regulations, NDT fund investment returns are taxed at different rates for investments if they are in qualified or non-qualified funds. The effective tax rates for the unrealized gains and losses related to NDT funds were 46.2 percent, 47.447.3 percent and 48.746.2 percent for the years ended December 31, 2019 and 2018, 2017 and 2016, respectively.



(a)ReflectsNet Income Attributable to Common Shareholders and Adjusted (non-GAAP) Operating Earnings have been revised to reflect the impactcorrection of net losses on economic hedging activities.an error related to Pepco’s decoupling mechanism. See Note 121 - Derivative Financial InstrumentsSignificant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information related to hedging activities.information.
(b)Reflects the impact of net unrealized gains and losses on Generation’s NDT fundsfund investments for Non-Regulatory and Regulatory Agreement Units. The impacts of the Regulatory Agreement Units, including the associated income taxes, are contractually eliminated, resulting in no earnings impact.
(c)Represents the non-cash amortization of intangible assets, net, primarily related to commodity contracts recorded at fair value related to, in 2016, the Integrys and ConEdison Solutions acquisitions, and in 2017, the ConEdison Solutions and FitzPatrick acquisitions.
(d)Reflects certain costs associated with mergers and acquisitions, including, if and when applicable, professional fees, employee-related expenses and integration activities. In 2016 and 2017, reflects costs related to the PHI and FitzPatrick acquisitions, partially offset in 2016 at ComEd, and in 2017, at PHI, by the anticipated recovery of previously incurred PHI acquisition costs. In 2018, reflects costs related to the PHI acquisition. See Note 5 - Mergers, Acquisitions and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information.
(e)Represents costs incurred as part of the settlement orders approving the PHI acquisition, and in 2016, a charge related to a 2012 CEG merger commitment, and in 2017, primarily a decrease in reserves for uncertain tax positions related to the deductibility of certain merger commitments associated with the 2012 CEG and 2016 PHI acquisitions.
(f)In 2016, primarily reflects the impairment of upstream assets and certain wind projects at Generation. In 2017, primarily reflects the impairment of the EGTP assets held for sale and PHI District of Columbia sponsorship intangible asset. In 2018, primarily reflects the impairment of certain wind projects at Generation. In 2019, primarily reflects the impairment of equity method investments in certain distributed energy companies. The impact of such impairment net of noncontrolling interest is $0.02.
(g)(d)In 2016, primarily reflects accelerated depreciation and amortization expenses through December 2016 and construction work in progress impairments associated with Generation’s previous decision to early retire the Clinton and Quad Cities nuclear facilities, partially offset by a gain associated with Generation’s sale of the New Boston generating site. In 2017, primarily reflects accelerated depreciation and amortization expenses and one-time charges associated with Generation's previous decision to early retire the TMI nuclear facility.
In 2018, primarily reflects accelerated depreciation and amortization expenses and one-time charges associated with Generation's decision to early retire the Oyster Creek and TMI nuclear facility,facilities, a charge associated with a remeasurement of the Oyster Creek ARO, and accelerated depreciation and amortization expenses associated with the previous decision to early retire the TMI nuclear facility, partially offset by a gain associated with Generation's sale of its electrical contracting business. In 2019, primarily reflects accelerated depreciation and amortization expenses associated with the early retirement of the TMI nuclear facility and certain fossil sites and the loss on the sale of Oyster Creek to Holtec, partially offset by net realized gains related to Oyster Creek's NDT fund investments, a net benefit associated with remeasurements of the TMI ARO and a gain on the sale of certain wind assets.
(h)(e)Primarily represents severance and reorganization costs related to a cost management program.programs.
(i)(f)For Pepco,In 2018, reflects an increase at Pepco related primarily to asbestos identified at its Buzzard Point property. In 2019, reflects a benefit related to Generation's annual nuclear ARO update for non-regulatory units.
(j)Represents the reversal of previously accrued vacation expenses as a result of a change in Exelon's vacation vesting policy.
(k)Represents the excess of the fair value of assets and liabilities acquired over the purchase price for the FitzPatrick acquisition.
(l)Represents the gain recorded upon deconsolidation of EGTP's net liabilities, which included the previously impaired assets and related debt, as a result of the November 2017 bankruptcy filing.
(m)(g)Represents the gain on the settlement of a long-term gas supply agreement at Generation.
(n)(h)Represents in 2016 the recognition of a penalty and associated interest expense as a result of a tax court decision on Exelon’s like-kind exchange tax position, and in 2017, adjustments to income tax, penalties and interest expenses as a result of the finalization of the IRS tax computation related to Exelon’s like-kind exchange tax position.
(o)Reflects the one-time recognition for a loss on sale of assets and asset impairment charges pursuant to Generation’s strategic decision in the fourth quarter of 2016 to narrow the scope and scale of its growth and development activities.
(p)Reflects in 2016 the non-cash impact of the remeasurement of deferred income taxes as a result of changes in forecasted apportionment related to the PHI acquisition. In 2017, one-time non-cash impacts associated with remeasurements of deferred income taxes as a result of the TCJA (including impacts on pension obligations contained within Other), changes in the Illinois and District of Columbia statutory tax rates and changes in forecasted apportionment. In 2018, reflects an adjustment to the remeasurement of deferred income taxes as a result of the TCJA andTCJA. In 2019, primarily reflects the adjustment to deferred income taxes due to changes in forecasted apportionment.
(q)Reflects benefits related to the favorable settlement of certain income tax positions related to PHI's unregulated business interests.
(r)(i)Represents elimination from Generation’s results of the noncontrolling interests related to certain exclusion items,items. In 2018, primarily related to the impact of unrealized losses on NDT fund investments for CENG units. In 2019, primarily related to the impact of unrealized gains and losses on NDT funds at CENG.fund investments and the impact of the Generation's annual nuclear ARO update for CENG units, partially offset by the impairment of certain equity investments in distributed energy companies.

Significant 20182019 Transactions and Recent Developments
Regulatory Implications of the Tax Cuts and Jobs Act (TCJA)
The Utility Registrants have made filings with their respective State regulators to begin passing back to customers the ongoing annual tax savings resulting from the TCJA. The amounts being proposed to be passed back to customers reflect the annual benefit of lower income tax rates and the settlement of a portion of deferred income tax regulatory liabilities established upon enactment of the TCJA. The Utility Registrants have identified over $675 million in ongoing annual savings to be returned to customers related to TCJA from their distribution utility operations. See Note 4 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
Utility Rates and Base Rate Proceedings
The Utility Registrants file base rate cases with their regulatory commissions seeking increases or decreases to their electric transmission and distribution, and gas distribution rates to recover their costs and earn a fair return on their investments. The outcomes of these regulatory proceedings impact the Utility Registrants’ current and future results of operations, cash flows and financial position.

The following tables show the Utility Registrants’ completed and pending distribution base rate case proceedings in 2018.2019. See Note 43 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on other regulatory proceedings.


Completed Utility Distribution Base Rate Case Proceedings
Registrant/JurisdictionFiling DateRequested Revenue Requirement Increase (Decrease) Approved Revenue Requirement Increase (Decrease) Approved ROEApproval DateRate Effective Date
ComEd - Illinois (Electric)April 16, 2018$(23)
(a) 
$(24)
(a) 
8.69%December 4, 2018January 1, 2019
PECO - Pennsylvania (Electric)March 29, 2018$82
(a) 
$25
(a) 
N/ADecember 20, 2018January 1, 2019
BGE - Maryland (Natural Gas)June 8, 2018 (amended August 24, 2018 and October 12, 2018)$61
 $43
 9.8%January 4, 2019January 4, 2019
Pepco - Maryland (Electric)January 2, 2018 (amended February 5, 2018)$3
(a) 
$(15)
(a) 
9.5%May 31, 2018June 1, 2018
Pepco - District of Columbia (Electric)December 19, 2017 (amended February 9, 2018)$66
 $(24)
(a) 
9.525%August 9, 2018August 13, 2018
DPL - Maryland (Electric)July 14, 2017 (amended November 16, 2017)$19
 $13
 9.5%February 9, 2018February 9, 2018
DPL - Delaware (Electric)August 17, 2017 (amended February 9, 2018)$12
(a) 
$(7)
(a) 
9.7%August 21, 2018March 17, 2018
DPL - Delaware (Natural Gas)August 17, 2017 (amended February 9, 2018)$4
(a) 
$(4)
(a) 
9.7%November 8, 2018March 17, 2018
__________
(a)Includes the annual ongoing TCJA tax savings further discussed above.

Registrant/JurisdictionFiling DateRequested Revenue Requirement Increase (Decrease)Approved Revenue Requirement Increase (Decrease)Approved ROEApproval DateRate Effective Date
ComEd - Illinois (Electric)April 16, 2018$(23)$(24)8.69%December 4, 2018January 1, 2019
ComEd - Illinois (Electric)April 8, 2019$(6)$(17)8.91%December 4, 2019January 1, 2020
PECO - Pennsylvania (Electric)March 29, 2018$82
$25
N/ADecember 20, 2018January 1, 2019
BGE - Maryland
(Natural Gas)
June 8, 2018 (amended October 12, 2018)$61
43
9.8%January 4, 2019January 4, 2019
BGE - Maryland (Electric)May 24, 2019 (amended December 17, 2019)$74
$18
9.7%December 17, 2019December 17, 2019
BGE - Maryland (Natural Gas)May 24, 2019 (amended December 17, 2019)$59
$45
9.75%December 17, 2019December 17, 2019
ACE - New Jersey (Electric)August 21, 2018 (amended November 19, 2018)$122
$70
9.6%March 13, 2019April 1, 2019
Pepco - Maryland (Electric)January 15, 2019 (amended May 16, 2019)$27
$10.3
9.6%August 12, 2019August 13, 2019
Pending Distribution Base Rate Case Proceedings
Registrant/JurisdictionFiling DateRequested Revenue Requirement Increase Requested ROEExpected Approval Timing
ACE - New Jersey (Electric)August 21, 2018 (amended November 19, 2018)$122
(a) 
10.1%Third quarter of 2019
Pepco - Maryland (Electric)January 15, 2019$30
 10.3%Third quarter of 2019
Registrant/JurisdictionFiling DateRequested Revenue Requirement IncreaseRequested ROEExpected Approval Timing
Pepco - District of Columbia (Electric)May 30, 2019 (amended September 16, 2019)$160
10.3%Fourth quarter of 2020
DPL - Maryland (Electric)December 5, 2019$19
10.3%Third quarter of 2020
__________
(a)Includes the annual ongoing TCJA tax savings further discussed above.


Transmission Formula Rate
The following total (decreases)/increases were included in ComEd's, BGE's, Pepco's, DPL's and ACE's 20182019 annual electric transmission formula rate updates.
Registrant
Initial Revenue Requirement (Decrease) Increase(b)
Annual Reconciliation Increase/(Decrease)
Total Revenue Requirement (Decrease) Increase)
 
Allowed Return on Rate Base(d)
Allowed ROE(e)
Initial Revenue Requirement Increase/(Decrease)Annual Reconciliation (Decrease)/IncreaseTotal Revenue Requirement Increase/(Decrease)Allowed Return on Rate BaseAllowed ROE
ComEd(a)
$(44)$18
$(26) 8.32%11.50%$21
$(16)$5
8.21%11.50%
BGE(a)
10
4
26
(c) 
7.61%10.50%(10)(23)(19)7.35%10.50%
Pepco6
2
8
 7.82%10.50%15
11
26
7.75%10.50%
DPL14
13
27
 7.29%10.50%17
(1)16
7.14%10.50%
ACE(a)
4
(4)
 8.02%10.50%11
(2)9
7.79%10.50%
__________
(a)The time period for any challenges to the annual transmission formula rate update flings expired with no challenges submitted.
(b)The initial revenue requirement changes reflect the annual benefit of lower income tax rates effective January 1, 2018 resulting from the enactment of the TCJA of $69 million, $18 million, $13 million, $12 million and $11 million for ComEd, BGE, Pepco, DPL and ACE, respectively. They do not reflect the pass back or recovery of income tax-related regulatory liabilities or assets, including those established upon enactment of the TCJA. See Note 4 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
(c)BGE's transmission revenue requirement includes a FERC approved dedicated facilities charge of $12 million to recover the costs of providing transmission service to specifically designated load by BGE.
(d)Represents the weighted average debt and equity return on transmission rate bases.
(e)As part of the FERC-approved settlement of ComEd’s 2007 transmission rate case, the rate of return on common equity is 11.50%, inclusive of a 50-basis-point incentive adder for being a member of a RTO, and the common equity component of the ratio used to calculate the weighted average debt and equity return for the transmission formula rate is currently capped at 55%. As part of the FERC-approved settlement of the ROE complaint against BGE, Pepco, DPL and ACE, the rate of return on common equity is 10.50%, inclusive of a 50-basis-point incentive adder for being a member of a RTO.
PECO Transmission Formula Rate
On May 1, 2017, PECO filed a request with FERC seeking approval to update its transmission rates and change the manner in which PECO’s transmission rate is determined from a fixed rate to a formula rate. The formula rate will be updated annually to ensure that under this rate customers pay the actual costs of providing transmission services. ThePECO’s initial formula rate filing includesincluded a requested increase of  $22 million to PECO’s annual transmission revenues andrevenue requirement, which reflected a requested rate of return on common equityROE of  11%, inclusive of a 50 basis point adder for being a member of a regional transmission organization. PECO requested that the new transmission rate be effective as of July 2017.RTO. On June 27, 2017, FERC issued an Order accepting the filing and suspending the proposed rates until December 1, 2017, subject to refund, and set the matter for hearing and settlement judge procedures.
On May 4,December 5, 2019, FERC issued an Order accepting without modification the settlement agreement filed by PECO and other parties in July 2019. The settlement results in an increase of approximately $14 million with a return on rate base of 7.62% compared to PECO's initial formula rate filing and allows for an ROE of 10.35%, inclusive of a 50 basis point adder for being a member of the RTO. The settlement did not have a material impact on PECO's 2017, 2018, or 2019 annual transmission revenue requirements. PECO will update its rates in 2020 and refund estimated overcollections totaling approximately $28 million related to the Chief Administrative Law Judge terminated settlement judge procedures and designated a new presiding judge. PECO cannot predictamounts billed under the outcome of this proceeding, or the transmission formula FERC may approve.proposed rates in effect since 2017.
On May 11, 2018, pursuantPursuant to the transmission formula rate request discussed above, PECO made its first annual formula rate update,updates in May 2018 and 2019, which included a revenue decrease of $6 million. The revenue decrease of $6 million included

and an approximately $20increase of $8 million, reduction as a result ofrespectively, to the tax savings associated with the TCJA.annual transmission revenue requirement. The updated transmission rate wasformula rates were effective on June 1, 2018 and 2019, respectively, subject to refund.
Cost Management Programs
Exelon continues to be committed to managing its costs. On October 31, 2019, Exelon announced additional annual cost savings of approximately $100 million, at Generation, to be achieved by 2022. These actions are in response to the continuing economic challenges confronting Generation’s business, necessitating continued focus on cost management through enhanced efficiency and productivity.
FERC Order on the PJM MOPR
On December 19, 2019, FERC issued an order directing PJM to extend the MOPR to include new and existing resources, including nuclear, that receive state subsidies, effective as of PJM’s next capacity auction. Unless Illinois ZEC Procurement
Pursuantand New Jersey can implement an FRR program in their PJM zones, the MOPR will apply to FEJA, on January 25, 2018, the ICC announced that Generation’s Clinton Unit 1, Quad Cities Unit 1 and Quad Cities Unit 2Generation's nuclear plants were selected asin those states receiving ZEC benefits, resulting in higher offers for those units that may not clear the winning bidders throughcapacity market. On January 21, 2020, Exelon, PJM and a number of other entities submitted individual requests for rehearing. Exelon is currently working with PJM and other stakeholders to pursue the IPA's ZEC procurement event. Generation executedFRR option but cannot predict whether the required ZEC procurement contracts with Illinois utilities, including ComEd, effective January 26, 2018legislative and began recognizing revenue, with compensation for the sale of ZECs retroactiveregulatory changes can be implemented prior to the June 1, 2017 effective datenext capacity auction in PJM. If Generation’s state-supported nuclear plants in PJM or NYISO are subjected to the MOPR without compensation under an FRR or similar program, it could have a material adverse impact on Exelon's and Generation's financial


statements. See Note 3 — Regulatory Matters of FEJA. During the year ended December 31, 2018, Generation recognized revenue of $373 million, of which $150 million relatedCombined Notes to ZECs generated from June 1, 2017 through December 31, 2017.Consolidated Financial Statements for additional information.
Early Plant Retirements
On February 2, 2018, Exelon announced thatOyster Creek. Generation will permanently ceaseceased generation operations at Oyster Creek at the end of its current operating cycle and permanently ceased generation operations inon September 17, 2018. Because of the decision to early retire Oyster Creek in 2018, Exelon and Generation recognized certain one-time charges in the first quarter of 2018 related to a materials and supplies inventory reserve adjustment, employee-related costs and construction work-in-progress impairments, among other items.
On July 31, 2018, Generation entered into an agreement with Holtec International and its indirect wholly owned subsidiary, Oyster Creek Environmental Protection, LLC, for the sale and decommissioning of Oyster Creek. The sale was completed on July 1, 2019. Exelon and Generation recognized a loss on the sale in the third quarter 2019, which was immaterial. See Note 52 — Mergers, Acquisitions and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information.
On May 30, 2017,Three Mile Island. Generation announced it will permanently cease generationceased operations at Three Mile Island Generating Station (TMI)TMI on or about September 30, 2019. The plant is currently committed to operate through May20, 2019. As a result of the decision to early nuclear plant retirement decisions at Oyster Creek andretire TMI, Exelon and Generation will also recognize annualrecorded a $176 million incremental non-cash charges to earnings stemming from shorteningpre-tax net charge for the expected economic useful livesyear ended December 31, 2019 primarily relateddue to accelerated depreciation of the plant assets, (including any ARC), accelerated amortization of nuclear fuel, and additional ARO accretion expensepartially offset by a benefit associated with the changesremeasurement of the TMI ARO in decommissioning timing and cost assumptions were also recorded. The following table summarizes the actual incremental non-cash expense item incurred in 2018 and the estimated amountfirst quarter of incremental non-cash expense items expected to be incurred in 2019 due to the early retirement decisions.2019.
  Actual 
Projected(a)
Income statement expense (pre-tax) 2018 2019
Depreciation and Amortization(b)
    
         Accelerated depreciation(c)
 $539
 $230
         Accelerated nuclear fuel amortization 57
 5
Operating and maintenance(d)
 32
 5
Total $628
 $240
_________
(a)Actual results may differ based on incremental future capital additions, actual units of production for nuclear fuel amortization, future revised ARO assumptions, etc.
(b)Reflects incremental accelerated depreciation and amortization for TMI and Oyster Creek for the year ended December 31, 2018. The Oyster Creek year-to-date amounts are from February 2, 2018 through September 17, 2018.
(c)Reflects incremental accelerated depreciation of plant assets, including any ARC.
(d)Primarily includes materials and supplies inventory reserve adjustments, employee-related costs and CWIP impairments.
Salem.In 2017, PSEG made public similar financial challenges facingannounced that its New Jersey nuclear plants, including Salem, of which Generation owns a 42.59% ownership interest.interest, were showing increased signs of economic distress, which could lead to an early retirement. PSEG is the operator of Salem and also has the decision makingdecision-making authority to retire Salem.
On May 23, In 2018, New Jersey enacted legislation that established a ZEC program similar to that in Illinois and New York, that will provideprovides compensation for nuclear plants that demonstrate to the NJBPU that they meet certain requirements, including that they make a significant contribution to air quality in the state and that their revenues are insufficient to cover their costs and risks. The NJBPU must complete its processes for determining eligibility for,

and participation in, the ZEC program byOn April 18, 2019. On December 19, 2018, PSEG submitted its application for Salem.2019, the NJBPU approved the award of ZECs to Salem Unit 1 and Salem Unit 2. Assuming the successful implementationcontinued effectiveness of the New Jersey ZEC program, and the selection ofGeneration no longer considers Salem as one of the qualifying facilities, the New Jersey ZEC program has the potential to mitigate thebe at heightened risk of earlier retirement for Salem. See Note 4 — Regulatory Mattersearly retirement.
Dresden, Byron and Note 8 - Early Plant Retirements of the Combined Notes to Consolidated Financial Statements for additional information.
Braidwood.Generation’s Dresden, Byron and Braidwood nuclear plants in Illinois are also showing increased signs of economic distress, which could lead to an early retirement, in a market that does not currently compensate them for their unique contribution to grid resiliency and their ability to produce large amounts of energy without carbon and air pollution. The May 2018 PJM capacity auction for the 2021-2022 planning year resulted in the largest volume of nuclear capacity ever not selected in the auction, including all of Dresden, and portions of Byron and Braidwood. Exelon continues to work with stakeholders on state policy solutions, while also advocating for broader market reforms at the regional and federal level.
See Note 3Regulatory Matters, Note 6 — Early Plant Retirements and Note 9Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information.
CENG Put Option
On March 29, 2018, basedNovember 20, 2019, Generation received notice of EDF’s intention to exercise the put option and sell its 49.99% equity interest in CENG to Generation and the put automatically exercised on ISO-NE capacity auction results for the 2021 - 2022 planning year in which Mystic Unit 9 did not clear, Generation notified grid operator ISO-NE of its plans to early retire its Mystic Generating Station assets absent regulatory reforms on June 1, 2022,January 19, 2020 at the end of the current capacity commitmentsixty-day advance notice period. Under the terms of the Put Option, the purchase price is to be determined by agreement of the parties, or absent such agreement, by a third-party arbitration process. Any resulting sale would be subject to the approval of the NYPSC, the FERC and the NRC. The process and regulatory approvals could take one to two years or more to complete. See Note 2 - Mergers, Acquisitions and Dispositions for Mystic Units 7additional information.
Conowingo Hydroelectric Project
In connection with Generation’s pursuit of a new FERC license for Conowingo, on October 29, 2019, Generation and 8. AsMDE filed with FERC a resultJoint Offer of Settlement that would resolve all outstanding issues between the parties, effective upon and subject to FERC’s approval and incorporation of the terms into the new license when issued. The financial impact of this settlement, along with other anticipated and prior license commitments, would be recognized over the term of the new 50-year license and is estimated to be, on average, $11 million to $14 million per year, including capital and operating costs. The actual timing and amount of a majority of these developments, Generation completed a comprehensive reviewcosts are not currently fixed and will vary from year to year throughout the life of the estimated undiscounted future cash flows ofnew license. Generation cannot currently predict when FERC will issue the New England asset group during the first quarter of 2018 and no impairment charge was required.
The ISO-NE announced that it would take a three-step approach to fuel security.
First, on May 1, 2018, ISO-NE made a filing with FERC requesting waiver of certain tariff provisions to allow it to retain Mystic Units 8 and 9 for fuel security for the 2022 - 2024 planning years. FERC denied the waiver request on procedural grounds on July 2, 2018 and ordered ISO-NE to (i) make a filing within 60 days providing for the filing of a short-term cost-of-service agreement to address fuel security concerns and (ii) make a filing by July 1, 2019 proposing permanent tariff revisions that would improve its market design to better address regional fuel security concerns. 
Second, in accordance with FERC's July 2, 2018 order, on August 31, 2018, ISO-NE made a filing with FERC proposing short-term tariff changes to permit it to retain a resource for fuel security reliability reasons, which FERC accepted on December 3, 2018.
Third, ISO-NE stated its intention to work with stakeholders to develop long-term market rule changes to address system resiliency considering significant reliability risks identified in ISO-NE’s January 2018 fuel security report. Changes to market rules are necessary because critical units to the region, such as Mystic Units 8 and 9, cannot recover future operating costs including the cost of procuring fuel. In its July 2, 2018 order, FERC ordered ISO-NE to make a filing by July 1, 2019 proposing permanent tariff revisions that would improve its market design to better address regional fuel security concerns. In January 2019, ISO-NE indicated that it intends to seek an extension of the deadline for this filing to November 15, 2019.
On May 16, 2018, Generation made a filing with FERC to establish cost-of-service compensation and terms and conditions of service for Mystic Units 8 and 9 for the period between June 1, 2022 - May 31, 2024. On December 20, 2018, FERC issued an order accepting the cost of service agreement reflecting a number of adjustments to the annual fixed revenue requirement and allowing for recovery of a substantial portion of the costs associated with the Everett Marine Terminal. On January 4, 2019, Generation notified ISO–NE that it will participate in the Forward Capacity Market auction for the 2022 – 2023 capacity commitment period. In addition, on January 22, 2019, Exelon and several other parties filed requests for rehearing of certain findings of the December 20, 2018 order. The request for rehearing does not alter Generation's commitment to participate in the Forward Capacity Auction for the 2022–2023 capacity commitment period. Further developments such as the failure of ISO-NE to adopt long-term solutions for reliability and fuel security could potentially result in future impairments of the New England asset group, which could be material.new license. See Note 73Impairment of Long-Lived Assets and Intangibles and Note 8 - Early Plant RetirementsRegulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
Pension Plan MergerPacific Gas & Electric Bankruptcy
Effective

Generation’s Antelope Valley, a 242 MW solar facility in Lancaster, CA, sells all of its output to PG&E through a PPA. On January 1,29, 2019, Exelon is merging the Exelon Corporation Cash Balance Pension Plan (CBPP) into the Exelon Corporation Retirement Program (ECRP). The mergingPG&E filed for protection under Chapter 11 of the plans is not changing the benefits offered to the plan participantsU.S. Bankruptcy Code. As of December 31, 2019, Generation had approximately $725 million and thus, has no impact on Exelon's pension obligation. However, beginning in 2019, actuarial

losses$485 million of net long-lived assets and gainsnonrecourse debt outstanding, respectively, related to Antelope Valley. PG&E’s bankruptcy created an event of default for Antelope Valley’s nonrecourse debt that provides the CBPPlender with a right to accelerate amounts outstanding under the loan such that they would become immediately due and ECRP will be amortized over participants’ average remaining service periodpayable. As a result of the merged ECRP rather than each individual plan, which will lowerongoing event of default and the absence of a waiver from the lender foregoing their acceleration rights, the debt was reclassified as current in Exelon’s 2019 pre-tax pension cost by approximately $90 million. 
Winter Storm-Related Costs
During March 2018 there were powerful nor'easter storms that brought a mix of heavy snow, ice and high sustained winds and gusts to the region that interrupted electric service delivery to customers in PECO's, BGE's, Pepco's, DPL's and ACE's service territories. Restoration efforts included significant costs associated with employee overtime, support from other utilities and incremental equipment, contracted tree trimming crews and supplies, which resulted in incremental operating and maintenance expense and incremental capital expendituresGeneration’s Consolidated Balance Sheets in the first quarter of 2018 for PECO, BGE, PHI, Pepco, DPL2019 and ACE. In addition, PHI, Pepco, DPL and ACE recorded regulatory assets for amounts that are probablecontinues to be classified as current as of recovery through customer rates. The impacts recorded by the Registrants for the twelve months ended December 31, 2018 are presented below:2019.
   (in millions)
 Customer Outages Incremental Operating & Maintenance Incremental Capital Expenditures
Exelon1,727,000
 $88
(b) 
$85
PECO750,000
 53
 34
BGE425,000
 31
 16
PHI(a)
552,000
 4
(b) 
35
Pepco182,000
 2
(b) 
4
DPL138,000
 2
(b) 
4
ACE232,000
 
(b) 
27
________
(a)PHI reflects the consolidated customer outages, incremental operating & maintenance and incremental capital expenditures of Pepco, DPL and ACE.
(b)Excludes amounts that were deferred and recognized as regulatory assets at Exelon, PHI, Pepco, DPL and ACE of $27 million, $27 million, $5 million, $1 million and $21 million, respectively.
Westinghouse Electric Company LLC Bankruptcy
On March 29, 2017, Westinghouse Electric Company LLC (Westinghouse)In the first quarter of 2019, Generation assessed and its affiliated debtors filed petitions for relief under Chapter 11determined that Antelope Valley’s long-lived assets were not impaired. Significant changes in assumptions such as the likelihood of the Bankruptcy CodePPA being rejected as part of the bankruptcy proceedings could potentially result in future impairments of Antelope Valley's net long-lived assets, which could be material. Generation is monitoring the U.S. Bankruptcy Courtbankruptcy proceedings for any changes in circumstances that would indicate the Southern Districtcarrying amount of New York. On January 4, 2018, Westinghouse announced its agreementthe net long-lived assets of Antelope Valley may not be recoverable.
See Note 11Asset Impairments and Note 16Debt and Credit Agreements of the Combined Notes to be purchased by an affiliate of Brookfield Business Partners, LLC (Brookfield)Consolidated Financial Statements for approximately $4.6 billion. On March 28, 2018, the Bankruptcy Court entered an Order confirming the Debtor's Second Amended Joint Plan of Reorganization which provides for the transaction with Brookfield. The transaction closed on August 1, 2018. Exelon had contracts with Westinghouse primarily related to Generation's purchase of nuclear fuel, as well as a variety of services and equipment purchases associated with the operation and maintenance of nuclear generating stations. In conjunction with the confirmation hearing, Exelon had filed a reservation of rights regarding reorganizing Westinghouse's assumption of all Exelon contracts. Exelon reached an agreement with Brookfield, and all Exelon contracts were assumed by Brookfieldadditional information on the closing date.PG&E bankruptcy.
Exelon’s Strategy and Outlook for 20192020 and Beyond
Exelon’s value proposition and competitive advantage come from its scope and its core strengths of operational excellence and financial discipline. Exelon leverages its integrated business model to create value. Exelon’s regulated and competitive businesses feature a mix of attributes that, when combined, offer shareholders and customers a unique value proposition:
The Utility Registrants provide a foundation for steadily growing earnings, which translates to a stable currency in our stock.

Generation’s competitive businesses provide free cash flow to invest primarily in the utilities and in long-term, contracted assets and to reduce debt.
Exelon believes its strategy provides a platform for optimal success in an energy industry experiencing fundamental and sweeping change.
Exelon’s utility strategy is to improve reliability and operations and enhance the customer experience, while ensuring ratemaking mechanisms provide the utilities fair financial returns. The Utility Registrants only invest in rate base where it provides a benefit to customers and the community by improving reliability and the service experience or otherwise meeting customer needs. The Utility Registrants make these investments at the lowest 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. Additionally, the Utility Registrants anticipate making significant future investments in smart grid technology, transmission projects, gas infrastructure, and electric system improvement projects, providing greater reliability and improved service for our customers and a stable return for the company.
Generation’s competitive businesses create value for customers by providing innovative energy solutions and reliable, clean and affordable energy. Generation’s electricity generation strategy is to pursue opportunities that provide stable revenues and generation to load matching to reduce earnings volatility. Generation leverages its energy generation portfolio to deliver energy to both wholesale and retail customers. Generation’s customer-facing activities foster development and delivery of other innovative energy-related products and services for its customers. Generation operates in well-developed energy markets and employs an integrated hedging strategy to manage commodity price volatility. Its generation fleet, including its nuclear plants which consistently operate at high capacity factors, also provide geographic and supply source diversity. These factors help Generation mitigate the current challenging conditions in competitive energy markets.
Exelon’s financial priorities are to maintain investment grade credit metrics at each of the Registrants, to maintain optimal capital structure and to return value to Exelon’s shareholders with an attractive dividend throughout the energy commodity market cycle and through stable earnings growth.


As part of its strategic business planning process, Exelon routinely reviews its hedging policy, dividend policy, operating and capital costs, capital spending plans, strength of its balance sheet and credit metrics, and sufficiency of its liquidity position, by performing various stress tests with differing variables, such as commodity price movements, increases in margin-related transactions, changes in hedging practices, and the impacts of hypothetical credit downgrades.
Exelon’s Board of Directors approved a dividend policy providing a raise of 5% each year for the period covering 2018 through 2020, beginning with the March 2018 dividend.
Various market, financial, regulatory, legislative and operational factors could affect the Registrants' success in pursuing their strategies. Exelon continues to assess infrastructure, operational, commercial, policy, and legal solutions to these issues. One key issue is ensuring the ability to properly value nuclear generation assets in the market, solutions to which Exelon is actively pursuing in a variety of jurisdictions and venues. See ITEM 1A. RISK FACTORS for additional information regarding market and financial factors.
Continually optimizing the cost structure is a key component of Exelon’s financial strategy.  In August 2015, Exelon announced a cost management program focused on cost savings of approximately $400 million at BSC and Generation, which was fully realized in 2018.  Approximately 75% of the savings were relatedcontinues to Generation, with the remaining amount relatedbe committed to the Utility Registrants.managing its costs. In November 2017, Exelon announced a commitment for an additional $250 million of cost savings, primarily at Generation, to be achieved by 2020. In November 2018, Exelon announced the elimination of an approximately additional $200 million of annual ongoing costs, through initiatives primarily at Generation and BSC, by 2021. Approximately $150 million is expected to be related to Generation, with the remaining amount related to the Utility Registrants. In October 2019, Exelon announced additional annual cost savings of approximately $100 million, at Generation, to be achieved by 2022. These actions are in response to the continuing economic challenges confronting all parts of Exelon’sGeneration's business, and industry, necessitating continued focus on cost management through enhanced efficiency and productivity.
Growth Opportunities
Management continually evaluates growth opportunities aligned with Exelon’s businesses, assets and markets, leveraging Exelon’s expertise in those areas and offering sustainable returns.
Regulated Energy Businesses. The PHI merger enhances Exelon’s regulated growth to provide stable cash flows, earnings accretion, and dividend support.  Additionally, the Utility Registrants anticipate investing approximately $29$26 billion over the next fivefour years in electric and natural gas infrastructure improvements and modernization projects, including smart grid technology, storm hardening, advanced reliability technologies, and transmission projects, which is projected to result in an increase to current rate base of approximately $16$13 billion by the end of 2023. The Utility Registrants invest in rate base where beneficial to customers and the community by

increasing reliability and the service experience or otherwise meeting customer needs. These investments are made at the lowest reasonable cost to customers.
See Note 43 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on the Smart Meter and Smart Grid Investments and infrastructure development and enhancement programs.
Competitive Energy Businesses. Generation continually assesses the optimal structure and composition of its generation assets as well as explores wholesale and retail opportunities within the power and gas sectors. Generation’s long-term growth strategy is to ensure appropriate valuation of its generation assets, in part through public policy efforts, identify and capitalize on opportunities that provide generation to load matching as a means to provide stable earnings, and identify emerging technologies where strategic investments provide the option for significant future growth or influence in market development.
Liquidity Considerations
Each of the Registrants annually evaluates its financing plan, dividend practices and credit line sizing, focusing on maintaining its investment grade ratings while meeting its cash needs to fund capital requirements, retire debt, pay dividends, fund pension and OPEB obligations and invest in new and existing ventures. A broad spectrum of financing alternatives beyond the core financing options can be used to meet its needs and fund growth including monetizing assets in the portfolio via project financing, asset sales, and the use of other financing structures (e.g., joint ventures, minority partners, etc.). The Registrants expect cash flows to be sufficient to meet operating expenses, financing costs and capital expenditure requirements.
Exelon, Generation, ComEd, PECO, BGE, Pepco, DPL and ACE have unsecured syndicated revolving credit facilities with aggregate bank commitments of $0.6 billion, $5.3 billion, $1.0 billion, $0.6 billion, $0.6 billion, $0.3 billion, $0.3 billion and $0.3 billion, respectively. Generation also has bilateral credit facilities with aggregate maximum availability of $0.5 billion. See Liquidity and Capital Resources — Credit Matters — Exelon Credit Facilities below and Note 13 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information.
For additional information regarding the Registrants' liquidity for the year ended December 31, 2018, see Liquidity and Capital Resources discussion below.
Project Financing
Project financing is used to help mitigate risk of specific generating assets. Project financing is based upon a nonrecourse financial structure, in which project debt is paid back from the cash generated by the specific asset or portfolio of assets. Borrowings under these agreements are secured by the assets and equity of each respective project. The lenders do not have recourse against Exelon or Generation in the event of a default. If a specific project financing entity does not maintain compliance with its specific debt financing covenants, there could be a requirement to accelerate repayment of the associated debt or other project-related borrowings earlier than the stated maturity dates. In these instances, if such repayment was not satisfied, or restructured, the lenders or security holders would generally have rights to foreclose against the project-specific assets and related collateral. The potential requirement to satisfy its associated debt or other borrowings earlier than otherwise anticipated could lead to impairments due to a higher likelihood of disposing of the respective project-specific assets significantly before the end of their useful lives. Additionally, project finance has credit facilities of $0.2 billion as of December 31, 2018. See Note 13 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on nonrecourse debt.
Other Key Business Drivers and Management Strategies
Utility Rates and Rate Proceedings
The Utility Registrants file rate cases with their regulatory commissions seeking increases or decreases to their electric transmission and distribution, and gas distribution rates to recover their costs and earn a fair return on their investments. The outcomes of these regulatory proceedings impact the Utility Registrants’ current and future results

of operations, cash flows and financial positions. See Note 43 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on these regulatory proceedings.


Power Markets
Price of Fuels
The use of new technologies to recover natural gas from shale deposits is increasing natural gas supply and reserves, which places downward pressure on natural gas prices and, therefore, on wholesale and retail power prices, which results in a reduction in Exelon’s revenues. Forward natural gas prices have declined significantly over the last several years; in part reflecting an increase in supply due to strong natural gas production (due to shale gas development).
FERC Inquiry on Resiliency
On August 23, 2017, the DOE staff released its report on the reliability of the electric grid. One aspect of the wide-ranging report is the DOE’s recognition that the electricity markets do not currently value the resiliency provided by base-load generation, such as nuclear plants. On September 28, 2017, the DOE issued a Notice of Proposed Rulemaking (NOPR) that would entitle certain eligible resilient generating units (i.e., those located in organized markets, with a 90-day supply of fuel on site, not already subject to state cost of service regulation and satisfying certain other requirements) to recover fully allocated costs and earn a fair return on equity on their investment. On January 8, 2018, FERC issued an order terminating the rulemaking docket that it initiated to address the proposed rule in the DOE NOPR, concluding the proposed rule did not sufficiently demonstrate there is a resiliency issue and that it proposed a remedy that did not appear to be just, reasonable and nondiscriminatory as required under the Federal Power Act. At the same time, FERC initiated a new proceeding to consider resiliency challenges to the bulk power system and evaluate whether additional FERC action to address resiliency would be appropriate. FERC directed each RTO and ISO to respond within 60 days to 24 specific questions about how they assess and mitigate threats to resiliency. Thereafter, interested parties submitted reply comments on May 9, 2018, and a few parties submitted further replies. Exelon has been and will continue to be an active participant in these proceedings but cannot predict the final outcome or its potential financial impact, if any, on Exelon or Generation.
Complaints and PJM Filing at FERC Seeking to Mitigate ZEC Programs
PJM and NYISO capacity markets include a Minimum Offer Price Rule (MOPR) that is intended to preclude buyers from exercising buyer market power. If a resource is subjected to a MOPR, its offer is adjusted to effectively remove the revenues it receives through a government-provided financial support program - resulting in a higher offer that may not clear the capacity market. Currently, the MOPRs in PJM and NYISO apply only to certain new gas-fired resources.
On January 9, 2017, EPSA filed two requests with FERC: one seeking to amend a prior complaint against PJM and another seeking expedited action on a pending NYISO compliance filing in an existing proceeding. A similar complaint also against PJM was filed at FERC on May 31, 2018. These complaints generally allege that the relevant MOPR should be expanded to also apply to existing resources including those receiving ZEC compensation under the New York CES and Illinois ZES programs. Exelon filed protests at FERC in response to each filing, arguing generally that ZEC payments provide compensation for an environmental attribute that is distinct from the energy and capacity sold in the FERC-jurisdictional markets, and therefore, are no different than other renewable support programs like the PTC and RPS programs that have generally not been subject to a MOPR. However, if successful, for Generation’s facilities in PJM and NYISO that are currently receiving ZEC compensation (Quad Cities, Ginna, Fitzpatrick and Nine Mile Point), an expanded MOPR could require exclusion of ZEC compensation when bidding into future capacity auctions such that these facilities would have an increased risk of not clearing in future capacity auctions and thus no longer receiving capacity revenues during the respective ZEC programs. Any mitigation of these generating resources could have a material effect on Exelon’s and Generation’s future cash flows and results of operations. The same risk would also exist for the Salem facility if Salem is selected as an eligible facility under the New Jersey ZEC program.
Separately, PJM submitted two proposed alternative capacity market reforms in April 2018 for FERC’s consideration. PJM argued that either alternative will resolve any conflict between state policy support for certain resources and the need to ensure reasonable prices for non-supported resources. The first alternative was to implement a twice-run capacity clearing mechanism (known as the repricing proposal) and, if not acceptable to FERC, a second

alternative that would expand the existing MOPR to both new and existing generating resources, subject to certain exemptions (known as MOPREx).
In June 2018, FERC issued an order rejecting both of PJM’s proposed alternatives, finding both to be unjust and unreasonable. In the same order, FERC also addressed one of the MOPR complaints involving PJM and concluded based on that complaint and PJM’s filing that PJM’s existing tariff allows resources receiving out-of-market support to affect capacity prices in a manner that will cause unjust and unreasonable and unduly discriminatory rates in PJM regardless of the intent motivating the support. FERC suggested that modifying two elements of PJM’s existing tariff could produce a just and reasonable replacement and asked for initial comments on its proposal by August 28, 2018, later extended to October 2, 2018. First, FERC found that an expansion of the current MOPR mechanism to cover all existing generating resources, regardless of resource type, including those receiving either ZEC or REC compensation, could protect the capacity markets from unwanted price suppression. Second, FERC preliminarily found that a modified version of PJM’s existing Fixed Resource Requirement (FRR) option could enable state subsidized resources and a corresponding amount of load to be removed from the capacity market, thereby alleviating their price suppressive effects on capacity clearing prices. Under this alternative, state supported generating resources would potentially be compensated through mechanisms other than through PJM’s existing market mechanism. FERC established March 21, 2016 as the refund effective date and also allowed PJM to delay its next capacity auction from May 2019 to August 2019 to allow parties time to develop and file proposals in the FERC proceeding, FERC time to determine the appropriate solution and PJM time to implement FERC's solution. On October 2, 2018, Exelon, along with several ratepayer advocates, environmental organizations and other nuclear generators, submitted shared principles supporting a workable new FRR mechanism (as suggested by FERC) and detailing how such a mechanism should be implemented. Exelon also submitted individual comments covering matters not addressed in the shared principles. FERC has not yet issued a decision on the second MOPR complaint involving PJM or the MOPR complaint involving NYISO. It is too early to predict the final outcome of each of these proceedings or their potential financial impact, if any, on Exelon or Generation.
Air Quality
Air quality regulations promulgated by the EPA and the various state and local environmental agencies impose restrictions on emission of particulates, sulfur dioxide (SO2), nitrogen oxides (NOx), mercury and other air pollutants and require permits for operation of emitting sources. Such permits have been obtained as needed by Exelon’s subsidiaries. However, due to its low emitting generation fleet comprised of nuclear, natural gas, hydroelectric, wind and solar, compliance with the Federal Clean Air Act does not have a material impact on Generation’s operations.
See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS for additional information regarding clean air regulation in the forms of the CSAPR, regulation of hazardous air pollutants from coal- and oil-fired electric generating facilities under MATS, and regulation of GHG emissions.
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 must be renewed periodically. Certain of Exelon's facilities discharge stormwater and industrial wastewater into waterways and are therefore subject to these regulations and operate under NPDES permits or pending applications for renewals of such permits after being granted an administrative extension. Generation is also subject to the jurisdiction of the Delaware River Basin Commission and the Susquehanna River Basin Commission, regional agencies that primarily regulate water usage.
Section 232 Uranium Petition316(b) of the Clean Water Act
Section 316(b) requires that the cooling water intake structures at electric power plants reflect the best technology available to minimize adverse environmental impacts and is implemented through state-level NPDES permit programs. All of Generation’s power generation facilities with cooling water systems are subject to the regulations. Facilities without closed-cycle recirculating systems (e.g., cooling towers) are potentially most affected by recent changes to the regulations. For Generation, those facilities are Calvert Cliffs, Clinton, Dresden, Eddystone, Fairless Hills, FitzPatrick, Ginna, Gould Street, Handley, Mystic 7, Nine Mile Point Unit 1, Peach Bottom, Quad Cities and Salem.
On January 16, 2018, two Canadian-owned uranium mining companiesOctober 14, 2014, the EPA's Section 316(b) rule became effective. The rule requires that a series of studies and analyses be performed to determine the best technology available to minimize adverse impacts on aquatic life, followed by an implementation period for the selected technology. The timing of the various requirements for each facility is related to the status of its current NPDES permit and the subsequent renewal period. There is no fixed compliance schedule, as this is left to the discretion of the state permitting director.
Until the compliance requirements are determined by the applicable state permitting director on a site-specific basis for each plant, Generation cannot estimate the effect that compliance with the rule will have on the operation of its generating facilities and its future results of operations, cash flows, and financial position. Should a state permitting director determine that a facility must install cooling towers to comply with the rule, that facility’s economic viability could be called into question. However, the potential impact of the rule has been significantly reduced since the final rule does not mandate cooling towers as a national standard and sets forth technologies that are presumptively compliant, and the state permitting director is required to apply a cost-benefit test and can take into consideration site-specific factors, such as those that would make cooling towers infeasible.
New York Facilities
In July 2011, the New York Department of Environmental Conservation (DEC) issued a policy regarding the best available technology for cooling water intake structures. Through its policy, the DEC established closed-cycle cooling or its equivalent as the performance goal for all existing facilities, but also provided that the DEC will select a feasible technology whose costs are not wholly disproportionate to the environmental benefits to be gained and allows for a site-specific determination where the entrainment performance goal cannot be achieved (i.e., the requirement


most likely to support cooling towers). The Ginna, Nine Mile Point Unit 1, and Fitzpatrick power generation facilities have received renewals of their state water discharge permits and cooling towers were not required. These facilities are now engaged in the U.S.required analyses to enable the environmental agency to determine the best technology available in the next permit renewal cycles.
Salem
On July 28, 2016, the NJDEP issued a final permit for Salem that did not require the installation of cooling towers and allows Salem to continue to operate utilizing the existing cooling water system with certain required system modifications. However, the permit is being challenged by an environmental organization, and if successful, could result in additional costs for Clean Water Act compliance. Potential cooling water system modification costs could be material and could adversely impact the economic competitiveness of this facility.
Solid and Hazardous Waste
CERCLA provides for immediate response and removal actions coordinated by the EPA in the event of threatened releases of hazardous substances and 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 waste at sites, most 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 state oversight prior to listing on the NPL. Various states, including Delaware, Illinois, Maryland, New Jersey and Pennsylvania and the District of Columbia have also enacted statutes that contain provisions substantially similar to CERCLA. In addition, RCRA governs treatment, storage and disposal of solid and hazardous wastes and cleanup of sites where such activities were conducted.
Generation, the Utility 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 with respect to a number of sites, including MGP sites, or may undertake to investigate and remediate sites for which they may be subject to enforcement actions by an agency or third-party.
See Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information related to environmental matters.
Environmental Remediation
ComEd’s and PECO’s environmental liabilities primarily arise from contamination at former MGP sites. 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 environmental remediation costs of the MGP sites through a provision within customer rates. BGE, ACE, Pepco and DPL do not have material contingent liabilities relating to MGP sites. The amount to be expended in 2020 for compliance with environmental remediation related to contamination at former MGP sites and other gas purification sites is expected to total $49 million which consists primarily of $45 million at ComEd. The Utility Registrants also have contingent liabilities for environmental remediation of non-MGP contaminants (e.g., PCBs). As of December 31, 2019, the Utility Registrants have established appropriate contingent liabilities for environmental remediation requirements.
The Registrants’ operations have in the past, and may in the future, require substantial expenditures in order to comply with environmental laws. Additionally, under Federal and state environmental laws, the Registrants are generally 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.
In addition, Generation and the Utility 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 remediation efforts and related impacts to the Registrants’ Consolidated Financial Statements.
Global Climate Change
Exelon has utility and generation assets, and customers, that are and will be further subject to the impacts of climate change. Accordingly, Exelon is engaged in a variety of initiatives to understand and mitigate these impacts, including investments in resiliency, partnering with federal, state and local governments to minimize impacts, and, importantly, advocating for public policy that reduces emissions that cause climate change. Exelon, as a producer of electricity from predominantly low- and zero-carbon generating facilities (such as nuclear, hydroelectric, natural gas, wind and solar photovoltaic), has a relatively small GHG emission profile, or carbon footprint, compared to other domestic generators of electricity (Exelon neither owns nor operates any coal-fueled generating assets). Exelon's natural gas and biomass fired generating plants produce GHG emissions, most notably, CO2. However, Generation’s owned-asset emission intensity, or rate of carbon dioxide equivalent (CO2e) emitted per unit of electricity generated, is among the lowest in the industry. Other GHG emission sources at Exelon include natural gas (methane) leakage on the natural gas systems, sulfur hexafluoride (SF6) leakage from electric transmission and distribution operations, refrigerant leakage from chilling and cooling equipment, and fossil fuel combustion in motor vehicles. Exelon facilities and operations are subject to the global impacts of climate change and Exelon believes its operations could be significantly affected by the physical risks of climate change. See ITEM 1A. RISK FACTORS for additional information.
Climate Change Regulation
Exelon is or may become subject to additional climate change regulation or legislation at the federal, regional and state levels.
International Climate Change Agreements. At the international level, the United States is 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, and it became effective on November 4, 2016. Under the Paris Agreement, the Parties agreed to try to limit the global average temperature increase to 2°C (3.6°F) above pre-industrial levels. In doing so, Parties developed their own national reduction commitments. The United States submitted a petitionnon-binding target of 17% below 2005 emission levels by 2020 and 26% to 28% below 2005 levels by 2025. President Trump has stated his intention to withdraw the U.S. from the Paris Agreement, but no formal action has been initiated. A withdrawal would not be effective until November 2020 at the earliest.
Federal Climate Change Legislation and Regulation. It is highly unlikely that federal legislation to reduce GHG emissions will be enacted in the near-term. If such legislation is adopted, it would likely increase the value of Exelon's low-carbon fleet even though Exelon may incur costs either to further limit or offset the GHG emissions from its operations or to procure emission allowances or credits. Continued inaction could negatively impact the value of Exelon’s low-carbon fleet.
Under the Obama Administration, the EPA finalized its Clean Power Plan regulations to reduce GHG emissions from fossil fuel-fired power plants. Subsequently, the Trump Administration EPA proposed regulations on October 16, 2017 to repeal the CPP on the basis that the new Administration believed that the CPP rule went beyond the EPA's authority to establish a best system of emissions reduction (BSER) for existing power plants. On August 31, 2018, EPA proposed its Affordable Clean Energy rule to replace the CPP with revised emission guidelines based on heat rate improvement measures that could be achieved within the fence line of existing power plants. In June 2019, EPA issued a final rule that repealed the CPP, and finalized the Affordable Clean Energy rule. The Affordable Clean Energy rule is currently being litigated.
Given litigation uncertainty around the final Affordable Clean Energy rule, Exelon and Generation cannot predict the impacts of regulation of existing power plants, or individual state responses to developments related to final resolution of the Affordable Clean Energy rule, or how developments will impact their future financial statements.
Regional and State Climate Change Legislation and Regulation. A number of states in which Exelon operates have state and regional programs to reduce GHG emissions, including from the power sector. As the nation’s largest generator of carbon-free electricity, our fleet supports these efforts to produce safe, reliable electricity with minimal GHGs. Notably, nine northeast and mid-Atlantic states (Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New York, Rhode Island and Vermont) currently participate in the Regional Greenhouse Gas


Initiative (RGGI), which is in the process of strengthening its requirements. The program requires most fossil fuel-fired power plants 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.
In June 2019, New Jersey was accepted as a RGGI member effective January 2020. In October 2019, Governor Wolf of Pennsylvania issued an Executive Order that directed the Pennsylvania Department of Environmental Protection to begin a rulemaking process that will allow Pennsylvania to join the RGGI, with the goal of reducing carbon emissions from the electricity sector.
Many states in which Exelon subsidiaries operate also have state-specific programs to address GHGs, including from power plants. Most notable of these, besides RGGI, are through renewable and other portfolio standards. Additionally, in response to a court decision clarifying the obligations under the Global Warming Solutions Act, the Massachusetts Department of Environmental Protection in 2017 finalized regulations establishing a statewide cap on CO2 emissions from fossil fuel power plants (Massachusetts remains in RGGI as well). The effect of this new obligation and potential for market illiquidity in the early years represent a risk to Generation’s Massachusetts fossil facilities, including Medway and Mystic. At the same time, the District of Columbia is considering a plan to incorporate the cost of carbon into electricity, via consumption, as well as directly into the cost of transportation and home heating fuels. Details remain to be developed, but the specifics could have implications for Pepco’s operations.
Regardless of whether GHG regulation occurs at the local, state, or federal level, Exelon remains one of the largest, lowest-carbon electric generators in the United States, relying mainly on nuclear, natural gas, hydropower, wind, and solar. The extent that the low-carbon generating fleet will continue to be a competitive advantage for Exelon depends on resolution of the CPP and Affordable Clean Energy regulations and associated current or future litigation at the federal level, new or expanded state action on greenhouse gas emissions or direct support of clean energy technologies, including nuclear, as well as potential market reforms that value our fleet’s emission-free attributes.
Renewable and Alternative Energy Portfolio Standards
Thirty-nine states and the District of Columbia, incorporating the vast majority of Exelon operations as well as all utility operations, have adopted some form of RPS 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. Exelon's utilities comply with these various requirements through purchasing qualifying renewables, implementing efficiency programs, acquiring sufficient credits (e.g., RECs), 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. New York, Illinois and New Jersey adopted standards targeted at preserving the zero-carbon attributes of certain nuclear-powered generating facilities. Generation owns multiple facilities participating in these programs within these states. Other states in which Generation and our utilities operate are considering similar programs.
See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on renewable portfolio standards.


Information about our Executive Officers as of February 11, 2020
Exelon
NameAge
PositionPeriod
Crane, Christopher M.61
Chief Executive Officer, Exelon;2012 - Present
President, Exelon2008 - Present
Cornew, Kenneth W.54
Senior Executive Vice President and Chief Commercial Officer, Exelon;2013 - Present
President and CEO, Generation2013 - Present
Butler, Calvin G.50
Senior Executive Vice President, Exelon; Chief Executive Officer, Exelon Utilities2019 - Present
Chief Executive Officer, BGE2014 - 2019
Dominguez, Joseph57
Chief Executive Officer, ComEd2018 - Present
Executive Vice President, Governmental & Regulatory Affairs and Public Policy, Exelon2015 - 2018
Senior Vice President, Governmental & Regulatory Affairs and Public Policy, Exelon2012 - 2015
Innocenzo, Michael A.54
President and Chief Executive Officer, PECO2018 - Present
Senior Vice President and Chief Operations Officer, PECO2012 - 2018
Khouzami, Carim V.44
Chief Executive Officer, BGE2019 - Present
Senior Vice President, Chief Operating Officer, Exelon Utilities2018 - 2019
Senior Vice President, Chief Financial Officer, Exelon Utilities2016 - 2018
Senior Vice President, Chief Integration Officer, Exelon2014 - 2016
Velazquez, David M.60
President and Chief Executive Officer, PHI2016 - Present
President and Chief Executive Officer, Pepco, DPL and ACE2009 - Present
Executive Vice President, Pepco Holdings, Inc.2009 - 2016
Von Hoene Jr., William A.66
Senior Executive Vice President and Chief Strategy Officer, Exelon2012 - Present
Nigro, Joseph55
Senior Executive Vice President and Chief Financial Officer, Exelon2018 - Present
Executive Vice President, Exelon; Chief Executive Officer, Constellation2013 - 2018
Aliabadi, Paymon57
Executive Vice President and Chief Risk Officer, Exelon2013 - Present
Souza, Fabian E.49
Senior Vice President and Corporate Controller, Exelon2018 - Present
Senior Vice President and Deputy Controller, Exelon2017 - 2018
Vice President, Controller and Chief Accounting Officer, The AES Corporation2015 - 2017
Vice President, Internal Audit and Advisory Services, The AES Corporation2014 - 2015


Generation
NameAge
PositionPeriod
Cornew, Kenneth W.54
Senior Executive Vice President and Chief Commercial Officer, Exelon;2013 - Present
President and Chief Executive Officer, Generation2013 - Present
Pacilio, Michael J.59
Executive Vice President and Chief Operating Officer, Generation2015 - Present
President, Exelon Nuclear; Senior Vice President and Chief Nuclear Officer, Generation2010 - 2015
Hanson, Bryan C54
President and Chief Nuclear Officer, Exelon Nuclear; Senior Vice President, Generation2015 - Present
McHugh, James48
Executive Vice President, Exelon; Chief Executive Officer, Constellation2018 - Present
Senior Vice President, Portfolio Management & Strategy, Constellation2016 - 2018
Vice President, Portfolio Management, Constellation2012 - 2016
Barnes, John56
Senior Vice President, Generation; President, Exelon Power2018 - Present
Senior Vice President, Generation, Senior Vice President and Chief Operating Officer, Exelon Power2012 - 2018
Wright, Bryan P.53
Senior Vice President and Chief Financial Officer, Generation2013 - Present
Bauer, Matthew N.43
Vice President and Controller, Generation2016 - Present
Vice President and Controller, BGE2014 - 2016


ComEd
NameAge
PositionPeriod
Dominguez, Joseph57
Chief Executive Officer, ComEd2018 - Present
Executive Vice President, Governmental & Regulatory Affairs and Public Policy, Exelon2015 - 2018
Senior Vice President, Governmental & Regulatory Affairs and Public Policy, Exelon2012 - 2015
Donnelly, Terence R.59
President and Chief Operating Officer, ComEd2018 - Present
Executive Vice President and Chief Operating Officer, ComEd2012 - 2018
Jones, Jeanne M.40
Senior Vice President, Chief Financial Officer and Treasurer, ComEd2018 - Present
Vice President, Finance, Exelon Nuclear2014 - 2018
Park, Jane47
Senior Vice President, Customer Operations, ComEd2018 - Present
Vice President, Regulatory Policy & Strategy, ComEd2016 - 2018
Director, Business Strategy & Technology, ComEd2014 - 2016
Gomez, Veronica50
Senior Vice President, Regulatory and Energy Policy and General Counsel, ComEd2017 - Present
Vice President and Deputy General Counsel, Litigation, Exelon2012 - 2017
Washington, Melissa50
Senior Vice President, Governmental and External Affairs, ComEd2019 - Present
Vice President, Governmental and External Affairs, ComEd2019 -2019
Vice President, External Affairs and Large Customer Services, ComEd2016 - 2019
Vice President, Corporate Affairs, Exelon Business Services Company2014 - 2016
Perez, David50
Senior Vice President, Distribution Operations, ComEd2019 - Present
Vice President, Transmission and Substation, ComEd2016 - 2019
Vice President, Regional Operations, ComEd2010 - 2016
Kozel, Gerald J.47
Vice President, Controller, ComEd2013 - Present


PECO
NameAge
PositionPeriod
Innocenzo, Michael A.54
President and Chief Executive Officer, PECO2018 - Present
Senior Vice President and Chief Operations Officer, PECO2012 - 2018
McDonald, John62
Senior Vice President and Chief Operations Officer, PECO2018 - Present
Vice President, Integration, PHI2016 - 2018
Vice President, Technical Services2006 - 2016
Stefani, Robert J.45
Senior Vice President, Chief Financial Officer and Treasurer, PECO2018 - Present
Vice President, Corporate Development, Exelon2015 - 2018
Director, Corporate Development, Exelon2012 - 2015
Murphy, Elizabeth A.60
Senior Vice President, Governmental and External Affairs, PECO2016 - Present
Vice President, Governmental and External Affairs, PECO2012 - 2016
Webster Jr., Richard G.58
Vice President, Regulatory Policy and Strategy, PECO2012 - Present
Williamson, Olufunmilayo41
Senior Vice President, Customer Operations, PECO2020 - Present
Senior Vice President, Chief Commercial Risk Officer, Exelon2017 - 2020
Vice President, Commercial Risk Management, Exelon2015 - 2017
Gay, Anthony54
Vice President and General Counsel, PECO2019 - Present
Vice President, Governmental and External Affairs, PECO2016 - 2019
Associate General Counsel, Exelon2010 - 2016
Bailey, Scott A.43
Vice President and Controller, PECO2012 - Present


BGE
NameAge
PositionPeriod
Khouzami, Carim V.44
Chief Executive Officer, BGE2019 - Present
Senior Vice President, Chief Operating Officer, Exelon Utilities2018 - 2019
Senior Vice President, Chief Financial Officer, Exelon Utilities2016 - 2018
Senior Vice President, Chief Integration Officer, Exelon2014 - 2016
Woerner, Stephen J.52
President, BGE2014 - Present
Chief Operating Officer, BGE2012 - Present
Vahos, David M.47
Senior Vice President, Chief Financial Officer and Treasurer, BGE2016 - Present
Vice President, Chief Financial Officer and Treasurer, BGE2014 - 2016
Núñez, Alexander G. 48
Senior Vice President, Regulatory Affairs and Strategy, BGE2020 - Present
Senior Vice President, Regulatory and External Affairs, BGE2016 - 2020
Vice President, Governmental and External Affairs, BGE2013 - 2016
Case, Mark D.58
Vice President, Strategy and Regulatory Affairs, BGE2012 - Present
Oddoye, Rodney43
Senior Vice President, Governmental and External Affairs, BGE2020 - Present
Vice President, Customer Operations, BGE2018 - 2020
Director, Northeast Regional Electric Operations, BGE2016 - 2018
Director, Financial Operations, BGE2015 - 2016
Manager, Distribution Operations, BGE2013 - 2015
Olivier, Tamla47
Senior Vice President, Customer Operations, BGE2020 - Present
Senior Vice President, Constellation NewEnergy, Inc.2016 - 2020
VP, Human Resources, Exelon Business Services Company2012 - 2016
Corse, John59
Vice President and General Counsel, BGE2018 - Present
Associate General Counsel, Exelon2012 - 2018
Holmes, Andrew W.51
Vice President and Controller, BGE2016 - Present
Director, Generation Accounting, Exelon2013 - 2016


PHI, Pepco, DPL and ACE
NameAge
PositionPeriod
Velazquez, David M.60
President and Chief Executive Officer, PHI2016 - Present
Executive Vice President, Pepco Holdings, Inc.2009 - 2016
President and Chief Executive Officer, Pepco, DPL and ACE2009 - Present
Anthony, J. Tyler55
Senior Vice President and Chief Operating Officer, PHI, Pepco, DPL and ACE2016 - Present
Senior Vice President, Distribution Operations, ComEd2010 - 2016
Barnett, Phillip S.56
Senior Vice President, Chief Financial Officer and Treasurer, PHI, Pepco, DPL and ACE2018 - Present
Senior Vice President and Chief Financial Officer, PECO2007 - 2018
Treasurer, PECO2012 - 2018
Lavinson, Melissa50
Senior Vice President, Governmental & External Affairs, PHI, Pepco, DPL and ACE2018 - Present
Vice President, Federal Affairs and Policy and Chief Sustainability Officer, PG&E Corporation2015 - 2018
Vice President, Federal Affairs, PG&E Corporation2012 - 2015
Stark, Wendy E.47
Senior Vice President, Legal and Regulatory Strategy and General Counsel, PHI, Pepco, DPL and ACE2019 - Present
Vice President and General Counsel, PHI, Pepco DPL and ACE2016 - 2018
Deputy General Counsel, Pepco Holdings, Inc.2012 - 2016
McGowan, Kevin M.58
Vice President, Regulatory Policy and Strategy, PHI, Pepco, DPL and ACE2016 - Present
Vice President, Regulatory Affairs, Pepco Holdings, Inc.2012 - 2016
Dickens, Derrick55
Senior Vice President, Customer Operations, PHI2020 - Present
Vice President, Technical Services, BGE2016 - 2020
Director, Advanced Meter Infrastructure, PECO2012 - 2016
Aiken, Robert53
Vice President and Controller, PHI, Pepco, DPL and ACE2016 - Present
Vice President and Controller, Generation2012 - 2016
ITEM 1A.RISK FACTORS
Each of the Registrants operates in a complex market and regulatory environment that involves significant risks, many of which are beyond that Registrant’s direct control. Such risks, which could negatively affect one or more of the Registrants’ consolidated financial statements, fall primarily under the categories below:
Market and Financial Factors primarily include:
the price of fuels, in particular the price of natural gas, which affects power prices,
the generation resources in the markets in which the Registrants operate,


the demand for electricity, reliability of service and affordability in the markets where the Registrants conduct their business,
the impacts of on-going competition, and
emerging technologies and business models.
Regulatory and Legislative Factors primarily include changes to the U.S. Departmentlaws and regulations that govern:
the design of Commerce (DOC) seeking relief under Section 232 ofpower markets,
zero emission credit programs,
utility regulatory business model,
regulations and other standards,
environmental policy, and
tax policy.
Operational Factors primarily include:
changes in the Trade Expansion Act of 1962 (as amended) from imports of uranium products, alleging that these imports threaten national security (the Petition). The Trade Expansion Act of 1962 (the Act) was promulgated by Congress to protect essential national security industries whose survival is threatened by imports. As such,global climate could produce extreme weather events, which could put the Act authorizes the Secretary of Commerce (the Secretary) to conduct investigations to evaluateRegistrant’s facilities at risk, and the effects of importsclimate change regulation could impact the GHG emissions from the Registrant’s operations,
the safe, secure and effective operation of any item onGeneration’s nuclear facilities and the national security ofability to effectively manage the U.S. The Petition alleges that the loss of a viable U.S. uranium mining industry would have a significant detrimental impact on the national, energy, and economic security of the U.S. and associated decommissioning obligations,
the ability of the countryRegistrants to sustain an independent nuclear fuel cycle.
On July 18, 2018,maintain the Secretary announced that the DOC has initiated an investigation in response to the petition. The Secretary has 270 days to preparereliability, resiliency and submit a report to President Trump, who then has 90 days to act on the Secretary's recommendations. Exelon and Generation cannot currently predict the outcomesafety of this investigation. The relief sought by the petitioners would require U.S. nuclear reactors to purchase at least 25% of their uranium needs from domestic mines over the next 10 years, although the DOC will make an independent determination regarding an appropriate remedy should it find that imports impair national security. It is reasonably possible that if this petition is successful the resulting increase in nuclear fuel costs in future periods could have a material, unfavorable impact on Exelon’s and Generation’s financial statements.
Potential DOE Order Pursuant to Defense Production Act and Federal Power Act
The DOE is considering an Order directing ISOs, for 24 months, to purchase electric energy or generation capacity from a designated list of coal and nuclear generation facilities. Based on a draft memorandum, the Order would be pursuant to DOE's authorities under the Defense Production Act and Federal Power Act, and would forestall any further actions towards retiring, decommissioning, or deactivating coal and nuclear facilities during the term of the Order. The Order would emphasize the importance of grid resiliency, in addition to grid reliability, noting that fuel security and diversity are critical components of resiliency. The DOE recognizes that the underlying economic and regulatory issues are complex and will take time resolve. The Order's 24-month duration would enable DOE to conduct additional analyses to gain a detailed understanding of location-specific vulnerabilities in U.S. energy delivery systems, while preserving certainwhich could affect the operating costs of the Registrants and the opinions of their customers and regulators, and
the Registrants face physical and cyber security risks as the owner-operators of generation, facilities. Exelon has beentransmission and will continuedistribution facilities and as participants in commodities trading.
There may be further risks and uncertainties that are not presently known or that are not currently believed by the Registrants to be an activematerial that could negatively affect its consolidated financial statements in the future.

Market and Financial Factors
participantGeneration is exposed to price volatility associated with both the wholesale and retail power markets and the procurement of nuclear and fossil fuel (Exelon and Generation).
Generation is exposed to commodity price risk for the unhedged portion of its electricity generation supply portfolio. Generation’s earnings and cash flows are therefore exposed to variability of spot and forward market prices in these proceedings but cannot predict the final outcome or its potential financial impact, if any, on Exelon or Generation.markets in which it operates.
Energy DemandPrice of Fuels.The spot market price of electricity for each hour is generally determined by the marginal cost of supplying the next unit of electricity to the market during that hour. Thus, the market price of power is affected by the market price of the marginal fuel used to generate the electricity unit.
ModestDemand and Supply.The market price for electricity is also affected by changes in the demand for electricity and the available supply of electricity. Unfavorable economic conditions, milder than normal weather, and the growth partially offset byof energy efficiency initiatives isand demand response programs could each depress demand. In addition, in some markets, the supply of electricity could often exceed demand during some hours of the day, resulting in relatively flat load growth in electricityloss of revenue for the Utility Registrants. ComEd, BGE, Pepco, DPL and ACE are projecting load volumes to increase (decrease) by (0.2)%, (0.1)%, 0.3%, (0.3)% and (1.5)%, respectively, in 2019 compared to 2018. PECO is projecting load volumes to be flat in 2019 compared to 2018.base-load generating plants such as Generation's nuclear plants.
Retail Competition
Competition.Generation’s retail operations compete for customers in a competitive environment, which affectaffects the margins that Generation can earn and the volumes that it is able to serve. Forward In periods of sustained low


natural gas and power prices are expected to remainand low and thus we expectmarket volatility, retail competitors to stay aggressive in their pursuit ofcan aggressively pursue market share because the barriers to entry can be low and that wholesale generators (including Generation) will continue to use their retail operations to hedge generation output.
Strategic Policy AlignmentThe impact of sustained low market prices or depressed demand and over-supply could be emphasized given Generation’s concentration of base-load electric generating capacity within primarily two geographic market regions, namely the Midwest and the Mid-Atlantic. These impacts could adversely affect Generation’s ability to fund regulated utility growth for the benefit of customers, reduce debt and provide attractive shareholder returns. In addition, such conditions may no longer support the continued operation of certain generating facilities, which could adversely affect Generation's financial statements primarily through accelerated depreciation and amortization expenses and one-time charges. See Note 6Early Plant Retirements of the Combined Notes to Consolidated Financial Statements for additional information.
Cost of Fuel. Generation depends on nuclear fuel and fossil fuels to operate most of its generating facilities. The supply markets for nuclear fuel, natural gas and oil are subject to price fluctuations, availability restrictions and counterparty default.
Market Designs. The wholesale markets vary from region to region with distinct rules, practices and procedures. Changes in these market rules, problems with rule implementation, or failure of any of these markets could adversely affect Generation’s business. In addition, a significant decrease in market participation could affect market liquidity and have a detrimental effect on market stability.
The Registrants are potentially affected by emerging technologies that could over time affect or transform the energy industry (All Registrants).
Some of these technologies include, but are not limited to, further development or applications of technologies related to shale gas production, renewable energy technologies, energy efficiency, distributed generation and energy storage devices. Such developments could affect the price of energy, levels of customer-owned generation, customer expectations and current business models and make portions of our electric system power supply and transmission and/or distribution facilities obsolete prior to the end of their useful lives. Such technologies could also result in further declines in commodity prices or demand for delivered energy. Each of these factors could affect the Registrants’ consolidated financial statements through, among other things, reduced operating revenues, increased operating and maintenance expenses, increased capital expenditures, and potential asset impairment charges or accelerated depreciation and decommissioning expenses over shortened remaining asset useful lives.
Market performance and other factors could decrease the value of NDT funds and employee benefit plan assets and could increase the related employee benefit plan obligations, which then could require significant additional funding (All Registrants).
Disruptions in the capital markets and their actual or perceived effects on particular businesses and the greater economy could adversely affect the value of the investments held within Generation’s NDTs and Exelon’s employee benefit plan trusts. The Registrants have significant obligations in these areas and Exelon and Generation hold substantial assets in these trusts to meet those obligations. The asset values are subject to market fluctuations and will yield uncertain returns, which could fall below the Registrants’ projected return rates. A decline in the market value of the NDT fund investments could increase Generation’s funding requirements to decommission its nuclear plants. A decline in the market value of the pension and OPEB plan assets will increase the funding requirements associated with Exelon’s pension and OPEB plan obligations. Additionally, Exelon’s pension and OPEB plan liabilities are sensitive to changes in interest rates. As interest rates decrease, the liabilities increase, potentially increasing benefit costs and funding requirements. Changes in demographics, including increased numbers of retirements or changes in life expectancy assumptions or changes to Social Security or Medicare eligibility requirements could also increase the costs and funding requirements of the obligations related to the pension and OPEB plans. See Note 9Asset Retirement Obligations and Note 14Retirement Benefits of the Combined Notes to Consolidated Financial Statements for additional information.
The Registrants could be negatively affected by unstable capital and credit markets and increased volatility in commodity markets (All Registrants).
The Registrants rely on the capital markets, particularly for publicly offered debt, as well as the banking and commercial paper markets, to meet their financial commitments and short-term liquidity needs. Disruptions in the


capital and credit markets in the United States or abroad could negatively affect the Registrants’ ability to access the capital markets or draw on their respective bank revolving credit facilities. The banks may not be able to meet their funding commitments to the Registrants if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests within a short period of time. The inability to access capital markets or credit facilities, and longer-term disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives or failures of significant financial institutions could result in the deferral of discretionary capital expenditures, Generation’s ability to hedge effectively its generation portfolio, changes to Generation’s hedging strategy in order to reduce collateral posting requirements, or a reduction in dividend payments or other discretionary uses of cash. In addition, the Registrants have exposure to worldwide financial markets, including Europe, Canada and Asia. Disruptions in these markets could reduce or restrict the Registrants’ ability to secure sufficient liquidity or secure liquidity at reasonable terms. As of December 31, 2019, approximately 23%, 19%, and 18% of the Registrants’ available credit facilities were with European, Canadian and Asian banks, respectively. See Note 16 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on the credit facilities.
The strength and depth of competition in energy markets depend heavily on active participation by multiple trading parties, which could be negatively affected by disruptions in the capital and credit markets and legislative and regulatory initiatives that could affect participants in commodities transactions. Reduced capital and liquidity and failures of significant institutions that participate in the energy markets could diminish the liquidity and competitiveness of energy markets that are important to the respective businesses of the Registrants. Perceived weaknesses in the competitive strength of the energy markets could lead to pressures for greater regulation of those markets or attempts to replace market structures with other mechanisms for the sale of power, including the requirement of long-term contracts.
If any of the Registrants were to experience a downgrade in its credit ratings to below investment grade or otherwise fail to satisfy the credit standards in its agreements with its counterparties, it would be required to provide significant amounts of collateral under its agreements with counterparties and could experience higher borrowing costs (All Registrants).
Generation’s business is subject to credit quality standards that could require market participants to post collateral for their obligations. If Generation were to be downgraded or lose its investment grade credit rating (based on its senior unsecured debt rating) or otherwise fail to satisfy the credit standards of trading counterparties, it would be required under its hedging arrangements to provide collateral in the form of letters of credit or cash, which could have a material adverse effect upon its liquidity. The amount of collateral required to be provided by Generation at any point in time depends on a variety of factors, including (1) the notional amount of the applicable hedge, (2) the nature of counterparty and related agreements, and (3) changes in power or other commodity prices. In addition, if Generation were downgraded, it could experience higher borrowing costs as a result of the downgrade.  Changes in ratings methodologies by the credit rating agencies could also have a negative impact on the ratings of Generation.
Generation has project-specific financing arrangements and must meet the requirements of various agreements relating to those financings.  Failure to meet those arrangements could give rise to a project-specific financing default which, if not cured or waived, could result in the specific project being required to repay the associated debt or other borrowings earlier than otherwise anticipated, and if such repayment were not made, the lenders or security holders would generally have broad remedies, including rights to foreclose against the project assets and related collateral or to force the Exelon subsidiaries in the project-specific financings to enter into bankruptcy proceedings. The impact of bankruptcy could result in the impairment of certain project assets.
The Utility Registrants' operating agreements with PJM and PECO's, BGE's and DPL's natural gas procurement contracts contain collateral provisions that are affected by their credit rating and market prices. If certain wholesale market conditions were to exist and the Utility Registrants were to lose their investment grade credit ratings (based on their senior unsecured debt ratings), they would be required to provide collateral in the forms of letters of credit or cash, which could have a material adverse effect upon their remaining sources of liquidity. PJM collateral posting requirements will generally increase as market prices rise and decrease as market prices fall. Collateral posting requirements for PECO, BGE and DPL, with respect to their natural gas supply contracts, will generally increase as forward market prices fall and decrease as forward market prices rise. If the Utility Registrants were downgraded, they could experience higher borrowing costs as a result of the downgrade. In addition, changes in ratings methodologies by the agencies could also have an adverse negative impact on the ratings of the Utility Registrants.


The Utility Registrants conduct their respective businesses and operate under governance models and other arrangements and procedures intended to assure that the Utility Registrants are treated as separate, independent companies, distinct from Exelon and other Exelon subsidiaries in order to isolate the Utility Registrants from Exelon and other Exelon subsidiaries in the event of financial difficulty at Exelon or another Exelon subsidiary. These measures (commonly referred to as “ring-fencing”) could help avoid or limit a downgrade in the credit ratings of the Utility Registrants in the event of a reduction in the credit rating of Exelon. Despite these ring-fencing measures, the credit ratings of the Utility Registrants could remain linked, to some degree, to the credit ratings of Exelon. Consequently, a reduction in the credit rating of Exelon could result in a reduction of the credit rating of some or all of the Utility Registrants. A reduction in the credit rating of a Utility Registrant could have a material adverse effect on the Utility Registrant.
See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Liquidity and Capital Resources — Credit Matters — Market Conditions and Security Ratings for additional information regarding the potential impacts of credit downgrades on the Registrants’ cash flows.
Generation’s risk management policies cannot fully eliminate the risk associated with its commodity trading activities (Exelon and Generation).
Generation’s asset-based power position as well as its power marketing, fuel procurement and other commodity trading activities expose Generation to risks of commodity price movements. Generation buys and sells energy and other products and enters into financial contracts to manage risk and hedge various positions in Generation’s power generation portfolio. Generation is exposed to volatility in financial results for unhedged positions as well as the risk of ineffective hedges. Generation attempts to manage this exposure through enforcement of established risk limits and risk management procedures. These risk limits and risk management procedures may not work as planned and cannot eliminate all risks associated with these activities. Even when its policies and procedures are followed, and decisions are made based on projections and estimates of future performance, results of operations could be diminished if the judgments and assumptions underlying those decisions prove to be incorrect. Factors, such as future prices and demand for power and other energy-related commodities, become more difficult to predict and the calculations become less reliable the further into the future estimates are made. As a result, Generation cannot predict the impact that its commodity trading activities and risk management decisions could have on its consolidated financial statements.
Financial performance and load requirements could be negatively affected if Generation is unable to effectively manage its power portfolio (Exelon and Generation).
A significant portion of Generation’s power portfolio is used to provide power under procurement contracts with the Utility Registrants and other customers. To the extent portions of the power portfolio are not needed for that purpose, Generation’s output is sold in the wholesale power markets. To the extent its power portfolio is not sufficient to meet the requirements of its customers under the related agreements, Generation must purchase power in the wholesale power markets. Generation’s financial results could be negatively affected if it is unable to cost-effectively meet the load requirements of its customers, manage its power portfolio or effectively address the changes in the wholesale power markets.
The impacts of significant economic downturns or increases in customer rates, could lead to decreased volumes delivered and increased expense for uncollectible customer balances (All Registrants).
The impacts of significant economic downturns on the Utility Registrants' customers, such as less demand for products and services provided by commercial and industrial customers, and the related regulatory limitations on residential service terminations, could result in an increase in the number of uncollectible customer balances. Further, increases in customer rates, including those related to increases in purchased power and natural gas prices, could result in declines in customer usage and lower revenues for the Utility Registrants that do not have decoupling mechanisms.
Generation's customer-facing energy delivery activities face similar economic downturn risks, such as lower volumes sold and increased expense for uncollectible customer balances.
See ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK for additional information of the Registrants’ credit risk.


The Registrants could be negatively affected by the impacts of weather (All Registrants).
Weather conditions directly influence the demand for electricity and natural gas and affect the price of energy commodities. Temperatures above normal levels in the summer tend to increase summer cooling electricity demand and revenues, and temperatures below normal levels in the winter tend to increase winter heating electricity and gas demand and revenues. Moderate temperatures adversely affect the usage of energy and resulting revenues at PECO, DPL Delaware and ACE. Due to revenue decoupling, BGE, Pepco and DPL Maryland recognize revenues at MDPSC and DCPSC-approved levels per customer, regardless of what actual distribution volumes are for a billing period and are not affected by actual weather with the exception of major storms. ComEd’s customer rates are adjusted to eliminate the favorable and unfavorable impacts of weather and customer usage patterns on distribution revenue.
Extreme weather conditions or damage resulting from storms could stress the Utility Registrants' transmission and distribution systems, communication systems and technology, resulting in increased maintenance and capital costs and limiting each company’s ability to meet peak customer demand. First and third quarter financial results, in particular, are substantially dependent on weather conditions, and could make period comparisons less relevant.
Generation’s operations are also affected by weather, which affects demand for electricity as well as operating conditions. To the extent that weather is warmer in the summer or colder in the winter than assumed, Generation could require greater resources to meet its contractual commitments. Extreme weather conditions or storms could affect the availability of generation and its transmission, limiting Generation’s ability to source or send power to where it is sold. In addition, drought-like conditions limiting water usage could impact Generation’s ability to run certain generating assets at full capacity. These conditions, which cannot be accurately predicted, could cause Generation to seek additional capacity at a time when wholesale markets are tight or to seek to sell excess capacity at a time when markets are weak.
Long-lived assets, goodwill and other assets could become impaired (All Registrants).
Long-lived assets represent the single largest asset class on the Registrants’ statements of financial position. In addition, Exelon, ComEd and PHI have material goodwill balances.
The Registrants evaluate the recoverability of the carrying value of long-lived assets to be held and used whenever events or circumstances indicating a potential impairment exist. Factors such as, but not limited to, the business climate, including current and future energy and market conditions, environmental regulation, and the condition of assets are considered.
ComEd and PHI perform an assessment for possible impairment of their goodwill at least annually or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting units below their carrying amount. Regulatory actions or changes in significant assumptions, including discount and growth rates, utility sector market performance and transactions, projected operating and capital cash flows for ComEd’s, Pepco’s, DPL’s, and ACE’s business, and the fair value of debt, could potentially result in future impairments of Exelon’s, PHI’s, and ComEd’s goodwill.
An impairment would require the Registrants to reduce the carrying value of the long-lived asset or goodwill to fair value through a non-cash charge to expense by the amount of the impairment. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Critical Accounting Policies and Estimates, Note 7Property, Plant and Equipment, Note 11Asset Impairments and Note 12Intangible Assets of the Combined Notes to the Consolidated Financial Statements for additional information on long-lived asset and goodwill impairments.
The Registrants could incur substantial costs in the event of non-performance by third-parties under indemnification agreements, or when the Registrants have guaranteed their performance. Generation is exposed to other credit risks in the power markets that are beyond its control (All Registrants).
The Registrants have entered into various agreements with counterparties that require those counterparties to reimburse a Registrant and hold it harmless against specified obligations and claims. To the extent that any of these counterparties are affected by deterioration in their creditworthiness or the agreements are otherwise determined to be unenforceable, the affected Registrant could be held responsible for the obligations. Each of the Utility


Registrants has transferred its former generation business to a third party and in each case the transferee has agreed to assume certain obligations and to indemnify the applicable Utility Registrant for such obligations. In connection with the restructurings under which ComEd, PECO and BGE transferred their generating assets to Generation, Generation assumed certain of ComEd’s, PECO’s and BGE's rights and obligations with respect to their former generation businesses. Further, ComEd, PECO and BGE have entered into agreements with third parties under which the third-party agreed to indemnify ComEd, PECO or BGE for certain obligations related to their respective former generation businesses that have been assumed by Generation as part of the restructuring. If the third-party, Generation or the transferee of Pepco's, DPL's or ACE’s generation facilities experienced events that reduced its creditworthiness or the indemnity arrangement became unenforceable, the applicable Utility Registrant could be liable for any existing or future claims. In addition, the Utility Registrants have residual liability under certain laws in connection with their former generation facilities.
The Registrants have issued indemnities to third parties regarding environmental or other matters in connection with purchases and sales of assets and a Registrant could incur substantial costs to fulfill its obligations under these indemnities.
The Registrants have issued guarantees of the performance of third parties, which obligate the Registrant to perform in the event that the third parties do not perform. In the event of non-performance by those third parties, a Registrant could incur substantial cost to fulfill its obligations under these guarantees.
In the bilateral markets, Generation is exposed to the risk that counterparties that owe Generation money or are obligated to purchase energy or fuel from Generation, will not perform under their obligations for operational or financial reasons. In the event the counterparties to these arrangements fail to perform, Generation could be forced to purchase or sell energy or fuel in the wholesale markets at less favorable prices and incur additional losses, to the extent of amounts, if any, were already paid to the counterparties. In the spot markets, Generation is exposed to risk as a result of default sharing mechanisms that exist within certain markets, primarily RTOs and ISOs. Generation is also a party to agreements with entities in the energy sector that have experienced rating downgrades or other financial difficulties. In addition, Generation’s retail sales subject it to credit risk through competitive electricity and natural gas supply activities to serve commercial and industrial companies, governmental entities and residential customers. Retail credit risk results when customers default on their contractual obligations. This risk represents the loss that could be incurred due to the nonpayment of a customer’s account balance, as well as the loss from the resale of energy previously committed to serve the customer.
Regulatory and Legislative Factors
Federal or state legislative or regulatory actions could negatively affect the scope and functioning of the wholesale markets (Exelon and Generation).
Approximately 70% of Generation’s generating resources, which include directly owned assets and capacity obtained through long-term contracts, are located in the area encompassed by PJM. Generation’s future results of operations are impacted by (1) FERC’s and PJM's support for policies that favor the preservation of competitive wholesale power markets and recognize the value of zero-carbon electricity and resiliency and for states' energy objectives and policies (2) the absence of material changes to market structures that would limit or otherwise negatively affect Exelon or Generation. Generation could also be affected by state laws, regulations or initiatives to subsidize existing or new generation.
FERC’s requirements for market-based rate authority could pose a risk that Generation may no longer satisfy FERC’s tests for market-based rates.
The Registrants’ are highly regulated and could be negatively affected by regulatory and legislative actions (All Registrants).
Substantially all aspects of the businesses of the Registrants are subject to comprehensive Federal or state regulation and legislation.
Generation’s consolidated financial statements are significantly affected by its sales and purchases of commodities at market-based rates, as opposed to cost-based or other similarly regulated rates and Federal and state regulatory and legislative developments related to emissions, climate change, capacity market mitigation, energy price information, resilience, fuel diversity and RPS. Legislative and regulatory efforts in Illinois, New York and New Jersey


to preserve the environmental attributes and reliability benefits of zero-emission nuclear-powered generating facilities through ZEC programs are or could be subject to legal and regulatory challenges and, if overturned, could result in the early retirement of certain of Generation’s nuclear plants. See Note 3Regulatory Matters and Note 6Early Plant Retirements of the Combined Notes to Consolidated Financial Statements for additional information.
The Utility Registrants' consolidated financial statements are heavily dependent on the ability of the Utility Registrants to recover their costs for the retail purchase and distribution of power and natural gas to their customers.
Fundamental changes in regulations or other adverse legislative actions affecting the Registrants’ businesses would require changes in their business planning models and operations. The Registrants cannot predict when or whether legislative and regulatory proposals could become law or what their effect will be on the Registrants.
Changes in the Utility Registrants' respective terms and conditions of service, including their respective rates, are subject to regulatory approval proceedings and/or negotiated settlements that are at times contentious, lengthy and subject to appeal, which lead to uncertainty as to the ultimate result and which could introduce time delays in effectuating rate changes (Exelon and the Utility Registrants).
The Utility Registrants are required to engage in regulatory approval proceedings as a part of the process of establishing the terms and rates for their respective services. These proceedings typically involve multiple parties, including governmental bodies and officials, consumer advocacy groups and various consumers of energy, who have differing concerns but who have the common objective of limiting rate increases or even reducing rates. Decisions are subject to appeal, potentially leading to additional uncertainty associated with the approval proceedings. The potential duration of such proceedings creates a risk that rates ultimately approved by the applicable regulatory body may not be sufficient for a Utility Registrant to recover its costs by the time the rates become effective. Established rates are also subject to subsequent prudency reviews by state regulators, whereby various portions of rates could be adjusted, subject to refund or disallowed, including recovery mechanisms for costs associated with the procurement of electricity or gas, bad debt, MGP remediation, smart grid infrastructure, and energy efficiency and demand response programs. In certain instances, the Utility Registrants could agree to negotiated settlements related to various rate matters, customer initiatives or franchise agreements. These settlements are subject to regulatory approval. The ultimate outcome and timing of regulatory rate proceedings have a significant effect on the ability of the Utility Registrants to recover their costs or earn an adequate return. See Note 3Regulatory Matters of the Combined Notes to the Consolidated Financial Statements for additional information.
NRC actions could negatively affect the operations and profitability of Generation’s nuclear generating fleet (Exelon and Generation).
Regulatory risk.A change in the Atomic Energy Act or the applicable regulations or licenses could require a substantial increase in capital expenditures or could result in increased operating or decommissioning costs. Events at nuclear plants owned by others, as well as those owned by Generation, could cause the NRC to initiate such actions.
Spent nuclear fuel storage.The approval of a national repository for the storage of SNF and the timing of such facility opening, will significantly affect the costs associated with storage of SNF, and the ultimate amounts received from the DOE to reimburse Generation for these costs.
Any regulatory action relating to the timing and availability of a repository for SNF could adversely affect Generation’s ability to decommission fully its nuclear units. Generation cannot predict what, if any, fee may be established in the future for SNF disposal. See Note 18Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information on the SNF obligation.
The Registrants could be subject to higher costs and/or penalties related to mandatory reliability standards, including the likely exposure of the Utility Registrants to the results of PJM’s RTEP and NERC compliance requirements (All Registrants).
The Registrants as users, owners and operators of the bulk power transmission system, including Generation and the Utility Registrants, are subject to mandatory reliability standards promulgated by NERC and enforced by FERC.


PECO, BGE and DPL as operators of natural gas distribution systems, PECO, BGE and DPL are also subject to mandatory reliability standards of the U.S. Department of Transportation. The standards are based on the functions that need to be performed to ensure the bulk power system operates reliably and are guided by reliability and market interface principles. Compliance with or changes in the reliability standards could subject the Registrants to higher operating costs and/or increased capital expenditures. In addition, the ICC, PAPUC, MDPSC, DCPSC, DPSC and NJBPU impose certain distribution reliability standards on the Utility Registrants. If the Registrants were found not to be in compliance with the Federal and State mandatory reliability standards, they could be subject to remediation costs as well as sanctions, which could include substantial monetary penalties.
The Registrants could incur substantial costs to fulfill their obligations related to environmental and other matters (All Registrants).
The businesses which the Registrants operate are subject to extensive environmental regulation and legislation by local, state and Federal authorities. These laws and regulations affect the manner in which the Registrants conduct their operations and make capital expenditures including how they handle air and water emissions and solid waste disposal. Violations of these emission and disposal requirements could subject the Registrants to enforcement actions, capital expenditures to bring existing facilities into compliance, additional operating costs for remediation and clean-up costs, civil penalties and exposure to third parties’ claims for alleged health or property damages or operating restrictions to achieve compliance. In addition, the Registrants are subject to liability under these laws for the remediation costs for environmental contamination of property now or formerly owned by the Registrants and of property contaminated by hazardous substances they generate. Remediation activities associated with MGP operations conducted by predecessor companies are one component of such costs. Also, the Registrants are currently involved in a number of proceedings relating to sites where hazardous substances have been deposited and could be subject to additional proceedings in the future.
If application of Section 316(b) of the Clean Water Act, which establishes a national requirement for reducing the adverse impacts to aquatic organisms at existing generating stations, requires the retrofitting of cooling water intake structures at Salem or other Exelon power plants, this development could result in material costs of compliance. See ITEM 1. BUSINESS — Environmental Regulation for additional information.
The Registrants could be negatively affected by challenges to tax positions taken, tax law changes and the inherent difficulty in quantifying potential tax effects of business decisions. (All Registrants).
The Registrants are required to make judgments in order to estimate their obligations to taxing authorities. These tax obligations include income, real estate, sales and use and employment-related taxes and ongoing appeal issues related to these tax matters. These judgments include reserves established for potential adverse outcomes regarding tax positions that have been taken that could be subject to challenge by the tax authorities. See Note 1Significant Accounting Policies and Note 13Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information.
The Registrants could be negatively affected by federal and state RPS and/or energy conservation legislation, along with energy conservation by customers (All Registrants).
Changes to current state legislation or the development of Federal legislation that requires the use of clean, renewable and alternate fuel sources could significantly impact Generation and the Utility Registrants, especially if timely cost recovery is not allowed for Utility Registrants. The impact could include increased costs and increased rates for customers.
Federal and state legislation mandating the implementation of energy conservation programs that require the implementation of new technologies, such as smart meters and smart grid, could increase capital expenditures and could significantly impact the Utility Registrants consolidated financial statements if timely cost recovery is not allowed. Furthermore, regulated energy consumption reduction targets and declines in customer energy consumption resulting from the implementation of new energy conservation technologies could lead to a decline in the revenues of the Registrants. See ITEM 1. BUSINESS — Environmental Regulation — Renewable and Alternative Energy Portfolio Standards for additional information.


Generation’s affiliation with the Utility Registrants, together with the presence of a substantial percentage of Generation’s physical asset base within the Utility Registrants' service territories, could increase Generation’s cost of doing business to the extent future complaints or challenges regarding the Utility Registrants' retail rates result in settlements or legislative or regulatory requirements funded in part by Generation (Exelon and Generation).
Generation has significant generating resources within the service areas of the Utility Registrants and makes significant sales to each of them. Those facts tend to cause Generation to be directly affected by developments in those markets. Government officials, legislators and advocacy groups are aware of Generation’s affiliation with the Utility Registrants and its sales to each of them. In periods of rising utility rates, particularly when driven by increased costs of energy production and supply, those officials and advocacy groups could question or challenge costs and transactions incurred by the Utility Registrants with Generation, irrespective of any previous regulatory processes or approvals underlying those transactions. These challenges could increase the time, complexity and cost of the associated regulatory proceedings, and the occurrence of such challenges could subject Generation to a level of scrutiny not faced by other unaffiliated competitors in those markets. In addition, government officials and legislators could seek ways to force Generation to contribute to efforts to mitigate potential or actual rate increases, through measures such as generation-based taxes.
The Registrants could be subject to adverse publicity and reputational risks, which make them vulnerable to negative customer perception and could lead to increased regulatory oversight or other consequences (All Registrants).
The Registrants could be the subject of public criticism. Adverse publicity of this nature could render public service commissions and other regulatory and legislative authorities less likely to view energy companies such as Exelon and its subsidiaries in a favorable light, and could cause Exelon and its subsidiaries to be susceptible to less favorable legislative and regulatory outcomes, as well as increased regulatory oversight and more stringent legislative or regulatory requirements (e.g. disallowances of costs, lower ROEs).
Legal proceedings could result in a negative outcome, which the Registrants cannot predict (All Registrants).
The Registrants are involved in legal proceedings, claims and litigation arising out of their business operations. The material ones are summarized in Note 18Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements. Adverse outcomes in these proceedings could require significant expenditures, result in lost revenue or restrict existing business activities.
Generation’s financial performance could be negatively affected by risks arising from its ownership and operation of hydroelectric facilities (Exelon and Generation).
FERC has the exclusive authority to license most non-Federal hydropower projects located on navigable waterways, Federal lands or connected to the interstate electric grid. Generation cannot predict whether it will receive all the regulatory approvals for the renewed licenses of its hydroelectric facilities. If FERC does not issue new operating licenses for Generation’s hydroelectric facilities or a station cannot be operated through the end of its operating license, Generation’s results of operations could be adversely affected by increased depreciation rates and accelerated future decommissioning costs, since depreciation rates and decommissioning cost estimates currently include assumptions that license renewal will be received. Generation could also lose revenue and incur increased fuel and purchased power expense to meet supply commitments. In addition, conditions could be imposed as part of the license renewal process that could adversely affect operations, could require a substantial increase in capital expenditures, could result in increased operating costs or could render the project uneconomic. Similar effects could result from a change in the Federal Power Act or the applicable regulations due to events at hydroelectric facilities owned by others, as well as those owned by Generation.
Exelon and ComEd have received requests for information related to government investigations. The outcome of the investigations could have a material adverse effect on their reputation and consolidated financial statements (Exelon and ComEd).
Exelon and ComEd received a grand jury subpoena in the second quarter of 2019 from the U.S. Attorney’s Office for the Northern District of Illinois requiring production of information concerning their lobbying activities in the state


of Illinois. On October 4, 2019, Exelon and ComEd received a second grand jury subpoena from the U.S. Attorney’s Office for the Northern District of Illinois requiring production of records of any communications with certain individuals and entities. On October 22, 2019, the SEC notified Exelon and ComEd that it has also opened an investigation into their lobbying activities. Exelon and ComEd have cooperated fully, including by providing additional information requested by the U.S. Attorney’s Office and the SEC, and intend to continue to cooperate fully and expeditiously with the U.S. Attorney’s Office and the SEC. The outcome of the U.S. Attorney’s Office and SEC investigations cannot be predicted and could subject Exelon and ComEd to criminal or civil penalties, sanctions or other remedial measures.  Any of the foregoing, as well as the appearance of non-compliance with anti-corruption and anti-bribery laws, could have an adverse impact on Exelon’s and ComEd’s reputation or relationship with regulatory and legislative authorities, customers and other stakeholders, as well as their consolidated financial statements. 
Operational Factors
The Registrants are subject to risks associated with climate change (All Registrants).
Physical plants could be placed at greater risk of damage should changes in the global climate produce unusual variations in temperature and weather patterns, resulting in more intense, frequent and extreme weather events, unprecedented levels of precipitation and a change in sea level. The Registrants’ operate in the Midwest and East Coast of the United States, areas that historically have been prone to various types of severe weather events, such that the Registrants have well developed response and recovery programs based on these historical events. Still disruption or failure of electric generation, transmission or distribution systems or natural gas production, transmission, storage or distribution systems in the event of a hurricane, tornado or other severe weather event, or otherwise, could prevent the Registrants from operating their business in the normal course.
The Registrants are considering ways to address the effect of GHG emissions on climate change. If carbon reduction regulation or legislation becomes effective, the Registrants could incur costs either to limit further the GHG emissions from their operations or to procure emission allowance credits for Generation’s fossil fuel-fired generation. See ITEM 1. BUSINESS — Global Climate Change.
Generation’s financial performance could be negatively affected by matters arising from its ownership and operation of nuclear facilities (Exelon and Generation).
Nuclear capacity factors.Capacity factors for nuclear generating units, significantly affect Generation’s results of operations. Lower capacity factors could decrease Generation’s revenues and increase operating costs by requiring Generation to produce additional energy from primarily its fossil facilities or purchase additional energy in the spot or forward markets in order to satisfy Generation’s obligations to committed third-party sales, including the Utility Registrants. These sources generally have higher costs than Generation incurs to produce energy from its nuclear stations.
Nuclear refueling outages.In general, refueling outages are planned to occur once every 18 to 24 months. The total number of refueling outages, along with their duration, could have a significant impact on Generation’s results of operations. When refueling outages last longer than anticipated or Generation experiences unplanned outages, capacity factors decrease, and Generation faces lower margins due to higher energy replacement costs and/or lower energy sales and higher operating and maintenance costs.
Nuclear fuel quality.The quality of nuclear fuel utilized by Generation could affect the efficiency and costs of Generation’s operations. Remediation actions could result in increased costs due to accelerated fuel amortization, increased outage costs and/or increased costs due to decreased generation capabilities.
Operational risk.Operations at any of Generation’s nuclear generation plants could degrade to the point where Generation must shut down the plant or operate at less than full capacity. If this were to happen, identifying and correcting the causes could require significant time and expense. Generation could choose to close a plant rather than incur the expense of restarting it or returning the plant to full capacity. In either event, Generation could lose revenue and incur increased fuel and purchased power expense to meet supply commitments.
For plants operated but not wholly owned by Generation, Generation could also incur liability to the co-owners. For nuclear plants not operated and not wholly owned by Generation, from which Generation receives a portion of the plants’ output, Generation’s results of operations are dependent on the operational performance of the operators and could be adversely affected by a significant event at those plants. Additionally, poor operating performance at


nuclear plants not owned by Generation could result in increased regulation and reduced public support for nuclear-fueled energy. In addition, closure of generating plants owned by others, or extended interruptions of generating plants or failure of transmission lines, could affect transmission systems that could adversely affect the sale and delivery of electricity in markets served by Generation.
Nuclear major incident risk and insurance.The consequences of a major incident could be severe and include loss of life and property damage. Any resulting liability from a nuclear plant major incident within the United States, owned or operated by Generation or owned by others, could exceed Generation’s resources, including insurance coverage. Generation is a member of an industry mutual insurance company, NEIL, which provides property and business interruption insurance for Generation’s nuclear operations. Uninsured losses and other expenses, to the extent not recovered from insurers or the nuclear industry, could be borne by Generation. Additionally, an accident or other significant event at a nuclear plant within the United States or abroad, whether owned Generation or others, could result in increased regulation and reduced public support for nuclear-fueled energy.
As required by the Price-Anderson Act, Generation carries the maximum available amount of nuclear liability insurance, $450 million for each operating site. Claims exceeding that amount are covered through mandatory participation in a financial protection pool. In addition, the U.S. Congress could impose revenue-raising measures on the nuclear industry to pay claims exceeding the $13.9 billion limit for a single incident.
See Note 18Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information of nuclear insurance.
Decommissioning obligation and funding.NRC regulations require that licensees of nuclear generating facilities demonstrate reasonable assurance that funds will be available in certain minimum amounts at the end of the life of the facility to decommission the facility.
Generation recognizes as a liability the present value of the estimated future costs to decommission its nuclear facilities. The estimated liability is based on assumptions in the approach and timing of decommissioning the nuclear facilities, estimation of decommissioning costs and Federal and state regulatory requirements. The costs of such decommissioning may substantially exceed such liability, as facts, circumstances or our estimates may change, including changes in the approach and timing of decommissioning activities, changes in decommissioning costs, changes in Federal or state regulatory requirements on the decommissioning of such facilities, other changes in our estimates or Generation’s ability to effectively execute on its planned decommissioning activities.
Generation makes contributions to certain trust funds of the former PECO units based on amounts being collected by PECO from its customers and remitted to Generation. While Generation, through PECO, has recourse to collect additional amounts from PECO customers (subject to certain limitations and thresholds), it has no recourse to collect additional amounts from utility customers for any of its other nuclear units if there is a shortfall of funds necessary for decommissioning. If circumstances changed such that Generation would be unable to continue to make contributions to the trust funds of the former PECO units based on amounts collected from PECO customers, or if Generation no longer had recourse to collect additional amounts from PECO customers if there was a shortfall of funds for decommissioning, the adequacy of the trust funds related to the former PECO units could be negatively affected.
Should the expected value of the NDT fund for any former ComEd unit fall below the amount of the expected decommissioning obligation for that unit, the accounting to offset decommissioning-related activities in the Consolidated Statement of Operations and Comprehensive Income for that unit would be discontinued, the decommissioning-related activities would be recognized in the Consolidated Statements of Operations and Comprehensive Income and the adverse impact to Exelon’s and Generation’s financial statements could be material. Any changes to the PECO regulatory agreements could impact Exelon’s and Generation’s ability to offset decommissioning-related activities within the Consolidated Statement of Operations and Comprehensive Income, and the impact to Exelon’s and Generation’s financial statements could be material.
Forecasting trust fund investment earnings and costs to decommission nuclear generating stations requires significant judgment, and actual results could differ significantly from current estimates. If the investments held by Generation’s NDTs are not sufficient to fund the decommissioning of Generation’s nuclear units, Generation could be required to take steps, such as providing financial guarantees through letters of credit or parent company guarantees or making additional contributions to the trusts, which could be significant, to ensure that the trusts are adequately funded and that current and future NRC minimum funding requirements are met.


See Note 9Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information.
The Utility Registrants' operating costs are affected by their ability to maintain the availability and reliability of their delivery and operational systems (Exelon and the Utility Registrants).
Failures of the equipment or facilities used in the Utility Registrants' delivery systems could interrupt the electric transmission and electric and natural gas delivery, which could result in a loss of revenues and an increase in maintenance and capital expenditures. Equipment or facilities failures can be due to a number of factors, including natural causes such as weather or information systems failure. Specifically, if the implementation of advanced metering infrastructure, smart grid or other technologies in the Utility Registrants' service territory fail to perform as intended or are not successfully integrated with billing and other information systems, or if any of the financial, accounting, or other data processing systems fail or have other significant shortcomings, the Utility Registrants' financial results could be negatively impacted. In addition, dependence upon automated systems could further increase the risk that operational system flaws or internal and/or external tampering or manipulation of those systems will result in losses that are difficult to detect.
Regulated utilities, which are required to provide service to all customers within their service territory, have generally been afforded liability protections against claims by customers relating to failure of service. Under Illinois law, however, ComEd could be required to pay damages to its customers in some circumstances involving extended outages affecting large numbers of its customers, which could be material.
The Registrants are subject to physical security and cybersecurity risks (All Registrants).
The Registrants face physical security and cybersecurity risks. Threat sources continue to seek to exploit potential vulnerabilities in the electric and natural gas utility industry associated with protection of sensitive and confidential information, grid infrastructure and other energy infrastructures, and such attacks and disruptions, both physical and cyber, are becoming increasingly sophisticated and dynamic. Continued implementation of advanced digital technologies increases the potentially unfavorable impacts of such attacks. A security breach of the physical assets or information systems of the Registrants, their competitors, vendors, business partners and interconnected entities in RTOs and ISOs, or regulators could impact the operation of the generation fleet and/or reliability of the transmission and distribution system or result in the theft or inappropriate release of certain types of information, including critical infrastructure information, sensitive customer, vendor and employee data, trading or other confidential data. The risk of these system-related events and security breaches occurring continues to intensify, and while the Registrants have been, and will likely continue to be, subjected to physical and cyber-attacks, to date none has directly experienced a material breach or disruption to its network or information systems or our service operations. However, as such attacks continue to increase in sophistication and frequency, the Registrants may be unable to prevent all such attacks in the future. If a significant breach were to occur, the reputation of the Registrants could be negatively affected, customer confidence in the Registrants or others in the industry could be diminished, or the Registrants could be subject to legal claims, loss of revenues, increased costs or operations shutdown. Moreover, the amount and scope of insurance maintained against losses resulting from any such events or security breaches may not be sufficient to cover losses or otherwise adequately compensate for any disruptions to business that could result.
The Utility Registrants' deployment of smart meters throughout their service territories could increase the risk of damage from an intentional disruption of the system by third parties.
In addition, new or updated security regulations or unforeseen threat sources could require changes in current measures taken by the Registrants or their business operations and could adversely affect their consolidated financial statements.
The Registrants’ employees, contractors, customers and the general public could be exposed to a risk of injury due to the nature of the energy industry (All Registrants).
Employees and contractors throughout the organization work in, and customers and the general public could be exposed to, potentially dangerous environments near the Registrants’ operations. As a result, employees, contractors, customers and the general public are at some risk for serious injury, including loss of life. These risks include nuclear accidents, dam failure, gas explosions, pole strikes and electric contact cases.


Natural disasters, war, acts and threats of terrorism, pandemic and other significant events could negatively impact the Registrants' results of operations, their ability to raise capital and their future growth (All Registrants).
Generation’s fleet of power plants and the Utility Registrants' distribution and transmission infrastructures could be affected by natural disasters and extreme weather events, which could result in increased costs, including supply chain costs. An extreme weather event within the Registrants’ service areas can also directly affect their capital assets, causing disruption in service to customers due to downed wires and poles or damage to other operating equipment. Natural disasters and other significant events increase the risk to Generation that the NRC or other regulatory or legislative bodies could change the laws or regulations governing, among other things, operations, maintenance, licensed lives, decommissioning, SNF storage, insurance, emergency planning, security and environmental and radiological matters. In addition, natural disasters could affect the availability of a secure and economical supply of water in some locations, which is essential for Generation’s continued operation, particularly the cooling of generating units.
The impact that potential terrorist attacks could have on the industry and on Exelon is uncertain. The Registrants face a risk that their operations would be direct targets or indirect casualties of an act of terror. Any retaliatory military strikes or sustained military campaign could affect their operations in unpredictable ways, such as changes in insurance markets and disruptions of fuel supplies and markets, particularly oil. Furthermore, these catastrophic events could compromise the physical or cybersecurity of Exelon’s facilities, which could adversely affect Exelon’s ability to manage its business effectively. Instability in the financial markets as a result of terrorism, war, natural disasters, pandemic, credit crises, recession or other factors also could result in a decline in energy consumption or interruption of fuel or the supply chain. In addition, the implementation of security guidelines and measures has resulted in and is expected to continue to result in increased costs.
The Registrants could be significantly affected by the outbreak of a pandemic. Exelon has plans in place to respond to a pandemic. However, depending on the severity of a pandemic and the resulting impacts to workforce and other resource availability, the ability to operate Exelon's generating and transmission and distribution assets could be affected.
In addition, Exelon maintains a level of insurance coverage consistent with industry practices against property, casualty and cybersecurity losses subject to unforeseen occurrences or catastrophic events that could damage or destroy assets or interrupt operations. However, there can be no assurance that the amount of insurance will be adequate to address such property and casualty losses.
The Registrants’ businesses are capital intensive, and their assets could require significant expenditures to maintain and are subject to operational failure, which could result in potential liability (All Registrants).
The Registrants’ businesses are capital intensive and require significant investments by Generation in electric generating facilities and by the Utility Registrants in transmission and distribution infrastructure projects. Equipment, even if maintained in accordance with good utility practices, is subject to operational failure, including events that are beyond the Registrants’ control, and could require significant expenditures to operate efficiently. The Registrants consolidated financial statements could be negatively affected if they were unable to effectively manage their capital projects or raise the necessary capital. See ITEM 1. BUSINESS for additional information regarding the Registrants’ potential future capital expenditures.
The Utility Registrants' respective ability to deliver electricity, their operating costs and their capital expenditures could be negatively impacted by transmission congestion and failures of neighboring transmission systems (Exelon and the Utility Registrants).
Demand for electricity within the Utility Registrants' service areas could stress available transmission capacity requiring alternative routing or curtailment of electricity usage. Also, insufficient availability of electric supply to meet customer demand could jeopardize the Utility Registrants' ability to comply with reliability standards and strain customer and regulatory agency relationships. As with all utilities, potential concerns over transmission capacity or generation facility retirements could result in PJM or FERC requiring the Utility Registrants to upgrade or expand their respective transmission systems through additional capital expenditures.


PJM’s systems and operations are designed to ensure the reliable operation of the transmission grid and prevent the operations of one utility from having an adverse impact on the operations of the other utilities. However, service interruptions at other utilities may cause interruptions in the Utility Registrants’ service areas.
The Registrants consolidated financial statements could be negatively affected if they fail to attract and retain an appropriately qualified workforce (All Registrants).
Certain events, such as an employee strike, loss of contract resources due to a major event, and an aging workforce without appropriate replacements, could lead to operating challenges and increased costs for the Registrants. The challenges include lack of resources, loss of knowledge and a lengthy time period associated with skill development. In this case, costs, including costs for contractors to replace employees, productivity costs and safety costs, could arise. The Registrants are particularly affected due to the specialized knowledge required of the technical and support employees for their generation, transmission and distribution operations.
The Registrants could make acquisitions or investments in new business initiatives and new markets, which may not be successful or achieve the intended financial results (All Registrants).
Generation could continue to pursue growth in its existing businesses and markets and further diversification across the competitive energy value chain. This could include investment opportunities in renewables, development of natural gas generation, nuclear advisory or operating services for third parties, distributed generation, potential expansion of the existing wholesale gas businesses and entry into LNG. Such initiatives could involve significant risks and uncertainties, including distraction of management from current operations, inadequate return on capital, and unidentified issues not discovered during diligence performed prior to launching an initiative or entering a market. Additionally, it is possible that FERC, state public utility commissions or others could impose certain other restrictions on such transactions. All of these factors could result in higher costs or lower revenues than expected, resulting in lower than planned returns on investment.
The Utility Registrants face risks associated with their regulatory-mandated initiatives, such as smart grids and utility of the future. These risks include, but are not limited to, cost recovery, regulatory concerns, cybersecurity and obsolescence of technology. Such initiatives may not be successful.
The Registrants may not realize or achieve the anticipated cost savings through the cost management efforts (All Registrants).
The Registrants’ future financial performance and level of profitability is dependent, in part, on various cost reduction initiatives. The Registrants may encounter challenges in executing these cost reduction initiatives and not achieve the intended cost savings.
ITEM 1B.UNRESOLVED STAFF COMMENTS
All Registrants
None.


ITEM 2.PROPERTIES
Generation
The following table presents Generation’s interests in net electric generating capacity by station at December 31, 2019:
Station(a)
Location
No. of
Units
Percent
Owned(b)
 
Primary
Fuel Type
Primary
Dispatch
Type(c)
Net Generation
Capacity (MW)(d)
 
Midwest 
BraidwoodBraidwood, IL2
  UraniumBase-load2,386
 
ByronByron, IL2
  UraniumBase-load2,347
 
LaSalleSeneca, IL2
  UraniumBase-load2,320
 
DresdenMorris, IL2
  UraniumBase-load1,845
 
Quad CitiesCordova, IL2
75
 UraniumBase-load1,403
(e) 
ClintonClinton, IL1
  UraniumBase-load1,069
 
Michigan Wind 2Sanilac Co., MI50
51
(g) 
WindBase-load46
(e) 
BeebeGratiot Co., MI34
51
(g) 
WindBase-load42
(e) 
Michigan Wind 1Huron Co., MI46
51
(g) 
WindBase-load35
(e) 
Harvest 2Huron Co., MI33
51
(g) 
WindBase-load30
(e) 
HarvestHuron Co., MI32
51
(g) 
WindBase-load27
(e) 
Beebe 1BGratiot Co., MI21
51
(g) 
WindBase-load26
(e) 
EwingtonJackson Co., MN10
99
 WindBase-load20
(e) 
City SolarChicago, IL1
  SolarBase-load9
 
Solar OhioToledo, OH2
  SolarBase-load4
 
Blue BreezesFaribault Co., MN2
  WindBase-load3
 
CP WindfarmFaribault Co., MN2
51
(g) 
WindBase-load2
(e) 
Southeast ChicagoChicago, IL8
  GasPeaking296
(k) 
Clinton Battery StorageBlanchester, OH1
  Energy StoragePeaking10
 
Total Midwest11,920
 
         
Mid-Atlantic 
LimerickSanatoga, PA2
  UraniumBase-load2,317
 
Peach BottomDelta, PA2
50
 UraniumBase-load1,324
(e) 
Salem
Lower Alloways 
Creek Township, NJ
2
42.59
 UraniumBase-load998
(e) 
Calvert CliffsLusby, MD2
50.01
(f) 
UraniumBase-load895
(e) 
ConowingoDarlington, MD11
  HydroelectricBase-load572
 
CriterionOakland, MD28
51
(g) 
WindBase-load36
(e) 
Fair WindGarrett County, MD12
  WindBase-load30
 
Solar MCVarious, MD41
  SolarBase-load39
 
Fourmile RidgeGarrett County, MD16
51
(g) 
WindBase-load20
(e) 


Station(a)
Location
No. of
Units
Percent
Owned(b)
 
Primary
Fuel Type
Primary
Dispatch
Type(c)
Net Generation
Capacity (MW)(d)
 
Solar New Jersey 1Various, NJ5
  SolarBase-load18
 
Solar New Jersey 2Various, NJ2
  SolarBase-load11
 
Solar HorizonsEmmitsburg, MD1
51
(g) 
SolarBase-load8
(e) 
Solar MarylandVarious, MD11
  SolarBase-load8
 
Solar Maryland 2Various, MD3
  SolarBase-load8
 
JBAB SolarDistrict of Columbia4
  SolarBase-load7
 
Gateway SolarBerlin, MD1
  SolarBase-load7
 
Constellation New EnergyGaithersburg, MD3
  SolarBase-load6
 
Solar FederalTrenton, NJ1
  SolarBase-load5
 
Solar New Jersey 3Middle Township, NJ5
51
(g) 
SolarBase-load1
(e) 
Solar DCDistrict of Columbia1
  SolarBase-load1
 
Muddy RunDrumore, PA8
  HydroelectricIntermediate1,070
 
Eddystone 3, 4Eddystone, PA2
  Oil/GasPeaking760
 
PerrymanAberdeen, MD5
  Oil/GasPeaking404
 
CroydonWest Bristol, PA8
  OilPeaking391
 
Handsome LakeKennerdell, PA5
  GasPeaking268
 
Notch CliffBaltimore, MD8
  GasPeaking117
(j) 
WestportBaltimore, MD1
  GasPeaking116
(j) 
RichmondPhiladelphia, PA2
  OilPeaking98
 
Philadelphia RoadBaltimore, MD4
  OilPeaking61
 
EddystoneEddystone, PA4
  OilPeaking60
 
Fairless HillsFairless Hills, PA2
  Landfill GasPeaking60
(j) 
DelawarePhiladelphia, PA4
  OilPeaking56
 
SouthwarkPhiladelphia, PA4
  OilPeaking52
 
FallsMorrisville, PA3
  OilPeaking51
 
MoserLower PottsgroveTwp., PA3
  OilPeaking51
 
ChesterChester, PA3
  OilPeaking39
 
SchuylkillPhiladelphia, PA2
  OilPeaking30
 
Salem
Lower Alloways 
Creek Township, NJ
1
42.59
 OilPeaking16
(e) 
PennsburyMorrisville, PA2
  Landfill GasPeaking4
(e) 
Total Mid-Atlantic10,015
 
         
ERCOT 
WhitetailWebb County, TX57
51
(g) 
WindBase-load46
(e) 
SenderoJim Hogg and Zapata County, TX39
51
(g) 
WindBase-load40
(e) 


Station(a)
Location
No. of
Units
Percent
Owned(b)
 
Primary
Fuel Type
Primary
Dispatch
Type(c)
Net Generation
Capacity (MW)(d)
 
Constellation Solar TexasVarious, TX11
  SolarBase-load13
 
Colorado Bend IIWharton, TX3
  GasIntermediate1,140
 
Wolf Hollow IIGranbury, TX3
  GasIntermediate1,115
 
Handley 3Fort Worth, TX1
  GasIntermediate395
 
Handley 4, 5Fort Worth, TX2
  GasPeaking870
 
Total ERCOT3,619
 
         
New York 
Nine Mile PointScriba, NY2
50.01
(f) 
UraniumBase-load838
(e) 
FitzPatrickScriba, NY1
  UraniumBase-load842
 
GinnaOntario, NY1
50.01
(f) 
UraniumBase-load288
(e) 
Solar New YorkBethlehem, NY1
  SolarBase-load3
 
Total New York1,971
 
         
Other 
Antelope ValleyLancaster, CA1
  SolarBase-load242
 
BluestemBeaver County, OK60
51
(g)(h) 
WindBase-load101
(e) 
Shooting StarKiowa County, KS65
51
(g) 
WindBase-load53
(e) 
Albany Green EnergyAlbany, GA1
99
(i) 
BiomassBase-load53
 
Solar ArizonaVarious, AZ127
  SolarBase-load46
 
Bluegrass RidgeKing City, MO27
51
(g) 
WindBase-load29
(e) 
California PV Energy 2Various, CA90
  SolarBase-load28
 
ConceptionBarnard, MO24
51
(g) 
WindBase-load26
(e) 
Cow BranchRock Port, MO24
51
(g) 
WindBase-load26
(e) 
Solar Arizona 2Various, AZ56
  SolarBase-load34
 
California PV EnergyVarious, CA53
  SolarBase-load21
 
Mountain HomeGlenns Ferry, ID20
51
(g) 
WindBase-load21
(e) 
High MesaElmore Co., ID19
51
(g) 
WindBase-load20
(e) 
Echo 1Echo, OR21
50.49
(g) 
WindBase-load17
(e) 
Sacramento PV EnergySacramento, CA4
51
(g) 
SolarBase-load15
(e) 
CassiaBuhl, ID14
51
(g) 
WindBase-load15
(e) 
WildcatLovington, NM13
51
(g) 
WindBase-load14
(e) 
Echo 2Echo, OR10
51
(g) 
WindBase-load10
(e) 
High PlainsPanhandle, TX8
99.5
 WindBase-load10
(e) 
Solar Georgia 2Various, GA8
  SolarBase-load10
 
Tuana SpringsHagerman, ID8
51
(g) 
WindBase-load9
(e) 
Solar GeorgiaVarious, GA10
  SolarBase-load8
 
GreensburgGreensburg, KS10
51
(g) 
WindBase-load7
(e) 
Solar 
Massachusetts
Various, MA10
  SolarBase-load7
 
Outback SolarChristmas Valley, OR1
  SolarBase-load6
 
Echo 3Echo, OR6
50.49
(g) 
WindBase-load5
(e) 


Station(a)
Location
No. of
Units
Percent
Owned(b)
 
Primary
Fuel Type
Primary
Dispatch
Type(c)
Net Generation
Capacity (MW)(d)
 
Holyoke SolarVarious, MA2
  SolarBase-load5
 
Three Mile CanyonBoardman, OR6
51
(g) 
WindBase-load5
(e) 
Loess HillsRock Port, MO4
  WindBase-load5
 
California PV Energy 3Various, CA19
  SolarBase-load6
 
Mohave Sunrise SolarFort Mohave, AZ1
  SolarBase-load5
 
Denver Airport 
Solar
Denver, CO1
51
(g) 
SolarBase-load2
(e) 
Solar Net MeteringUxbridge, MA1
  SolarBase-load2
 
Solar ConnecticutVarious, CT1
  SolarBase-load1
 
Mystic 8, 9Charlestown, MA6
  GasIntermediate1,417
 
HillabeeAlexander City, AL3
  GasIntermediate753
 
Mystic 7Charlestown, MA1
  Oil/GasIntermediate542
(j) 
Wyman 4Yarmouth, ME1
5.9
 OilIntermediate35
(e) 
Grand PrairieAlberta, Canada1
  GasPeaking105
 
West MedwayWest Medway, MA3
  OilPeaking123
 
West Medway IIWest Medway, MA2
  Oil/GasPeaking190
 
FraminghamFramingham, MA3
  OilPeaking31
 
Mystic JetCharlestown, MA1
  OilPeaking9
(j) 
Total Other4,069
 
Total31,594
 
__________
(a)All nuclear stations are boiling water reactors except Braidwood, Byron, Calvert Cliffs, Ginna, and Salem, which are pressurized water reactors.
(b)100%, unless otherwise indicated.
(c)Base-load units are plants that normally operate to take all or part of the minimum continuous load of a system and, consequently, produce electricity at an essentially constant rate. Intermediate units are plants that normally operate to take load of a system during the daytime higher load hours and, consequently, produce electricity by cycling on and off daily. Peaking units consist of lower-efficiency, quick response steam units, gas turbines and diesels normally used during the maximum load periods.
(d)For nuclear stations, capacity reflects the annual mean rating. Fossil stations reflect a summer rating. Wind and solar facilities reflect name plate capacity.
(e)Net generation capacity is stated at proportionate ownership share.
(f)Reflects Generation’s interest in CENG, a joint venture with EDF. See ITEM 1. — BUSINESS — Exelon Generation Company, LLC — Nuclear Facilities for additional information.
(g)Reflects the prior sale of 49% of EGRP to a third party. See Note 22 — Variable Interest Entities of the Combined Notes to Consolidated Financial Statements for additional information.
(h)EGRP owns 100% of the Class A membership interests and a tax equity investor owns 100% of the Class B membership interests of the entity that owns the Bluestem generating assets.
(i)Generation directly owns a 50% interest in the Albany Green Energy station and an additional 49% through the consolidation of a Variable Interest Entity.
(j)Generation has plans to retire and cease generation operations at certain plants in 2020 and 2021.
(k)Generation has deactivated the site and is evaluating for potential return of service or retirement in 2020.
The net generation capability available for operation at any time may be less due to regulatory restrictions, transmission congestion, fuel restrictions, efficiency of cooling facilities, level of water supplies or generating units being temporarily out of service for inspection, maintenance, refueling, repairs or modifications required by regulatory authorities.
Generation maintains property insurance against loss or damage to its principal plants and properties by fire or other perils, subject to certain exceptions. For additional information regarding nuclear insurance of generating


facilities, see ITEM 1. BUSINESS — Exelon Generation Company, LLC. For its insured losses, Generation is self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect in Generation’s consolidated financial condition or results of operations.
The Utility Registrants
The Utility Registrants electric substations and a portion of their transmission rights are located on property that they own. A significant portion of their electric transmission and distribution facilities are located above or underneath highways, streets, other public places or property that others own. The Utility Registrants believe that they have satisfactory rights to use those places or property in the form of permits, grants, easements, licenses and franchise rights; however, they have not necessarily undertaken to examine the underlying title to the land upon which the rights rest.
Transmission and Distribution
The Utility Registrants’ high voltage electric transmission lines owned and in service at December 31, 2019 were as follows:
Voltage Circuit Miles 
(Volts) ComEdPECO BGE Pepco DPL ACE 
765,000 90     
500,000(a)
 188
(a) 
216 109 16
(a) 
(a) 
345,000 2,716     
230,000 549 358 769 472 274 
138,000 2,224135 55 50 586 209 
115,000  705 25   
69,000 177   569 661 
___________
(a)In addition, PECO, DPL, and ACE have an ownership interest located in Delaware and New Jersey. See Note 8 - Jointly Owned Electric Utility Plant - for additional information.
The Utility Registrant’s electric distribution system includes the following number of circuit miles of overhead and underground lines:
Circuit Miles ComEdPECOBGEPepcoDPLACE
Overhead 35,38512,9649,1764,1046,0107,350
Underground 31,7999,41717,4896,9936,3162,942
Gas
The following table presents PECO’s, BGE’s and DPL’s natural gas pipeline miles at December 31, 2019:
 PECOBGEDPL 
Transmission91618(a)
Distribution6,9327,3862,114 
Service piping6,4146,3451,447 
Total13,35513,8923,569 


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

The following table presents PECO’s, BGE’s and DPL’s natural gas facilities:
RegistrantFacilityLocation
Storage Capacity
(mmcf)
Send-out or Peaking Capacity
(mmcf/day)
PECO
LNG Facility

West Conshohocken, PA

1,200160
PECOPropane Air PlantChester, PA10525
BGELNG FacilityBaltimore, MD1,056332
BGEPropane Air PlantBaltimore, MD55085
DPLLNG FacilityWilmington, DE25025
PECO, BGE and DPL also own 30, 32, and 10 natural gas city gate stations and direct pipeline customer delivery points at various locations throughout their gas service territory, respectively.
First Mortgage and Insurance
The principal properties of ComEd, PECO, PEPCO, DPL, and ACE are subject to the lien of their respective Mortgages under which their respective First Mortgage Bonds are issued. See Note 16 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information.

The Utility Registrants maintain property insurance against loss or damage to their properties by fire or other perils, subject to certain exceptions. For their insured losses, the Utility Registrants are self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect in the consolidated financial condition or results of operations of the Utility Registrants.

Exelon
Security Measures
The Registrants have initiated and work to maintain security measures. On a continuing basis, the Registrants evaluate enhanced security measures at certain critical locations, enhanced response and recovery plans, long-term design changes and redundancy measures. Additionally, the energy industry has strategic relationships with governmental authorities to ensure that emergency plans are in place and critical infrastructure vulnerabilities are addressed in order to maintain the reliability of the country’s energy systems.



ITEM 3.LEGAL PROCEEDINGS
All Registrants
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 Note 3 — Regulatory Matters and Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements. Such descriptions are incorporated herein by these references.


ITEM 4.MINE SAFETY DISCLOSURES
All Registrants
Not Applicable to the Registrants.


PART II
(Dollars in millions except per share data, unless otherwise noted)
ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Exelon
Exelon’s common stock is listed on the Nasdaq (trading symbol: EXC). As of January 31, 2020, there were 974,319,565 shares of common stock outstanding and approximately 95,064 record holders of common stock.
Stock Performance Graph
The performance graph below illustrates a five-year comparison of cumulative total returns based on an initial investment of $100 in Exelon common stock, as compared with the S&P 500 Stock Index and the S&P Utility Index, for the period 2015 through 2019.
This performance chart assumes:
$100 invested on December 31, 2014 in Exelon common stock, the S&P 500 Stock Index and the S&P Utility Index; and
All dividends are reinvested.
fiveyearcumulativereturn.jpg
Value of Investment at December 31,
 201420152016201720182019
Exelon Corporation$100$77.83$103.37$118.92$140.72$146.74
S&P 500$100$101.38$113.51$138.29$132.23$173.86
S&P Utilities$100$95.15$110.65$124.05$129.14$163.17
Generation
As of January 31, 2020, Exelon indirectly held the entire membership interest in Generation.
ComEd
As of January 31, 2020, there were 127,021,349 outstanding shares of common stock, $12.50 par value, of ComEd, of which 127,002,904 shares were indirectly held by Exelon. At January 31, 2020, in addition to Exelon, there were 296 record holders of ComEd common stock. There is no established market for shares of the common stock of ComEd.
PECO
As of January 31, 2020, there were 170,478,507 outstanding shares of common stock, without par value, of PECO, all of which were indirectly held by Exelon.


BGE
As of January 31, 2020, there were 1,000 outstanding shares of common stock, without par value, of BGE, all of which were indirectly held by Exelon.
PHI
As of January 31, 2020, Exelon indirectly held the entire membership interest in PHI.
Pepco
As of January 31, 2020, there were 100 outstanding shares of common stock, $0.01 par value, of Pepco, all of which were indirectly held by Exelon.
DPL
As of January 31, 2020, there were 1,000 outstanding shares of common stock, $2.25 par value, of DPL, all of which were indirectly held by Exelon.
ACE
As of January 31, 2020, there were 8,546,017 outstanding shares of common stock, $3.00 par value, of ACE, all of which were indirectly held by Exelon.
All Registrants
Dividends
Under applicable Federal law, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE can pay dividends only from retained, undistributed or current earnings. A significant loss recorded at Generation, ComEd, PECO, BGE, PHI, Pepco, DPL or ACE may limit the dividends that these companies can distribute to Exelon.
ComEd has agreed in connection with a financing arranged through ComEd Financing III that ComEd will not declare dividends on any shares of its capital stock in the event that: (1) it exercises its right to extend the interest payment periods on the subordinated debt securities issued to ComEd Financing III; (2) it defaults on its guarantee of the payment of distributions on the preferred trust securities of ComEd Financing III; or (3) an event of default occurs under the Indenture under which the subordinated debt securities are issued. No such event has occurred.
PECO has agreed in connection with financings arranged through PEC L.P. and PECO Trust IV that PECO will not declare dividends on any shares of its capital stock in the event that: (1) it exercises its right to extend the interest payment periods on the subordinated debentures which were issued to PEC L.P. or PECO Trust IV; (2) it defaults on its guarantee of the payment of distributions on the Series D Preferred Securities of PEC L.P. or the preferred trust securities of PECO Trust IV; or (3) an event of default occurs under the Indenture under which the subordinated debentures are issued. No such event has occurred.
BGE is subject to restrictions established by the MDPSC that prohibit BGE from paying a dividend on its common shares if (a) after the dividend payment, BGE’s equity ratio would be below 48% as calculated pursuant to the MDPSC’s ratemaking precedents or (b) BGE’s senior unsecured credit rating is rated by two of the three major credit rating agencies below investment grade. No such event has occurred.
Pepco is subject to certain dividend restrictions established by settlements approved in Maryland and the District of Columbia. Pepco is prohibited from paying a dividend on its common shares if (a) after the dividend payment, Pepco's equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the MDPSC and DCPSC or (b) Pepco’s senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. No such event has occurred.
DPL is subject to certain dividend restrictions established by settlements approved in Delaware and Maryland. DPL is prohibited from paying a dividend on its common shares if (a) after the dividend payment, DPL's equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the DPSC and MDPSC or (b) DPL’s


senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. No such event has occurred.
ACE is subject to certain dividend restrictions established by settlements approved in New Jersey. ACE is prohibited from paying a dividend on its common shares if (a) after the dividend payment, ACE's equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the NJBPU or (b) ACE's senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. ACE is also subject to a dividend restriction which requires ACE to obtain the prior approval of the NJBPU before dividends can be paid if its equity as a percent of its total capitalization, excluding securitization debt, falls below 30%. No such events have occurred.
Exelon’s Board of Directors approved an updated dividend policy providing an increase of 5% each year for the period covering 2018 through 2020, beginning with the March 2018 dividend.
At December 31, 2019, Exelon had retained earnings of $16,267 million, including Generation’s undistributed earnings of $3,950 million, ComEd’s retained earnings of $1,517 million consisting of retained earnings appropriated for future dividends of $3,156 million, partially offset by $1,639 million of unappropriated accumulated deficits, PECO’s retained earnings of $1,412 million, BGE’s retained earnings of $1,776 million, and PHI's undistributed losses of $10 million.
The following table sets forth Exelon’s quarterly cash dividends per share paid during 2019 and 2018:
 2019 2018
(per share)
Fourth
Quarter
 
Third
Quarter
 
Second
Quarter
 
First
Quarter
 
Fourth
Quarter
 
Third
Quarter
 
Second
Quarter
 
First
Quarter
Exelon$0.363
 $0.363
 $0.363
 $0.363
 $0.345
 $0.345
 $0.345
 $0.345
The following table sets forth Generation's and PHI's quarterly distributions and ComEd’s, PECO’s, BGE's, Pepco's, DPL's and ACE's quarterly common dividend payments:
 2019 2018
(in millions)
4th
Quarter
 
3rd
Quarter
 
2nd
Quarter
 
1st
Quarter
 
4th
Quarter
 
3rd
Quarter
 
2nd
Quarter
 
1st
Quarter
Generation$225
 $225
 $224
 $225
 $313
 $311
 $189
 $188
ComEd128
 126
 127
 127
 114
 116
 115
 114
PECO90
 88
 90
 90
 6
 7
 6
 287
BGE55
 57
 56
 56
 52
 52
 53
 52
PHI97
 213
 88
 128
 94
 123
 38
 71
Pepco40
 101
 48
 24
 41
 78
 25
 25
DPL34
 35
 29
 41
 38
 18
 4
 36
ACE24
 76
 12
 12
 13
 27
 10
 9
First Quarter 2020 Dividend
On January 28, 2020, the Exelon Board of Directors declared a first quarter 2020 regular quarterly dividend of $0.3825 per share on Exelon’s common stock payable on March 10, 2020, to shareholders of record of Exelon at the end of the day on February 20, 2020.


ITEM 6.SELECTED FINANCIAL DATA
Exelon
The selected financial data presented below has been derived from the audited consolidated financial statements of Exelon. This data is qualified in its entirety by reference to and should be read in conjunction with Exelon’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 For the Years Ended December 31,
(In millions, except per share data)2019 
2018(a)
 
2017(a)
 
2016(b)
 2015
Statement of Operations data:         
Operating revenues$34,438
 $35,978
 $33,558
 $31,366
 $29,447
Operating income4,374
 3,891
 4,388
 3,212
 4,554
Net income3,028

2,079

3,869

1,196

2,250
Net income attributable to common shareholders2,936
 2,005
 3,779
 1,121
 2,269
Earnings per average common share (diluted):         
Net income$3.01
 $2.07
 $3.98
 $1.21
 $2.54
Dividends per common share$1.45
 $1.38
 $1.31
 $1.26
 $1.24

 December 31,
(In millions)2019 
2018(a)
 
2017(a)
 2016 2015
Balance Sheet data:         
Current assets$12,037
 $13,328
 $11,872
 $12,451
 $15,334
Property, plant and equipment, net80,233
 76,707
 74,202
 71,555
 57,439
Total assets124,977

119,634

116,746

114,952

95,384
Current liabilities14,185
 11,404
 10,798
 13,463
 9,118
Long-term debt, including long-term debt to financing trusts31,719
 34,465
 32,565
 32,216
 24,286
Shareholders’ equity32,224
 30,741
 29,878
 25,860
 25,793
__________
(a)
Amounts have been revised to reflect the correction of an error related to Pepco's decoupling mechanism. See Note 1Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information.
(b)The 2016 financial results include the activity of PHI from the merger effective date of March 24, 2016 through December 31, 2016.



Generation
The selected financial data presented below has been derived from the audited consolidated financial statements of Generation. This data is qualified in its entirety by reference to and should be read in conjunction with Generation’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 For the Years Ended December 31,
(In millions)2019 2018 2017 2016 2015
Statement of Operations data:         
Operating revenues$18,924
 $20,437
 $18,500
 $17,757
 $19,135
Operating income1,323
 975
 947
 820
 2,275
Net income1,217
 443
 2,798
 550
 1,340

 December 31,
(In millions)2019 2018 2017 2016 2015
Balance Sheet data:         
Current assets$7,076
 $8,433
 $6,882
 $6,567
 $6,342
Property, plant and equipment, net24,193
 23,981
 24,906
 25,585
 25,843
Total assets48,995

47,556

48,457

47,022

46,529
Current liabilities7,289
 5,769
 4,191
 5,689
 4,933
Long-term debt, including long-term debt to affiliates4,792
 7,887
 8,644
 8,124
 8,869
Member’s equity13,484
 13,204
 13,669
 11,505
 11,635

ComEd
The selected financial data presented below has been derived from the audited consolidated financial statements of ComEd. This data is qualified in its entirety by reference to and should be read in conjunction with ComEd’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 For the Years Ended December 31,
(In millions)2019 2018 2017 2016 2015
Statement of Operations data:         
Operating revenues$5,747
 $5,882
 $5,536
 $5,254
 $4,905
Operating income1,171
 1,146
 1,323
 1,205
 1,017
Net income688
 664
 567
 378
 426


 December 31,
(In millions)2019 2018 2017 2016 2015
Balance Sheet data:         
Current assets$1,583
 $1,570
 $1,364
 $1,554
 $1,518
Property, plant and equipment, net23,107
 22,058
 20,723
 19,335
 17,502
Total assets32,765

31,213

29,726

28,335

26,532
Current liabilities2,117
 1,925
 2,294
 2,938
 2,766
Long-term debt, including long-term debt to financing trusts8,196
 8,006
 6,966
 6,813
 6,049
Shareholders’ equity10,677
 10,247
 9,542
 8,725
 8,243
PECO
The selected financial data presented below has been derived from the audited consolidated financial statements of PECO. This data is qualified in its entirety by reference to and should be read in conjunction with PECO’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 For the Years Ended December 31,
(In millions)2019 2018 2017 2016 2015
Statement of Operations data:         
Operating revenues$3,100
 $3,038
 $2,870
 $2,994
 $3,032
Operating income713
 587
 655
 702
 630
Net income528
 460
 434
 438
 378
 December 31,
(In millions)2019 2018 2017 2016 2015
Balance Sheet data:         
Current assets$722
 $782
 $822
 $757
 $842
Property, plant and equipment, net9,292
 8,610
 8,053
 7,565
 7,141
Total assets11,469

10,642

10,170

10,831

10,367
Current liabilities722
 809
 1,267
 727
 944
Long-term debt, including long-term debt to financing trusts3,589
 3,268
 2,587
 2,764
 2,464
Shareholder's equity4,178
 3,820
 3,577
 3,415
 3,236
BGE
The selected financial data presented below has been derived from the audited consolidated financial statements of BGE. This data is qualified in its entirety by reference to and should be read in conjunction with BGE’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 For the Years Ended December 31,
(In millions)2019 2018 2017 2016 2015
Statement of Operations data:         
Operating revenues$3,106
 $3,169
 $3,176
 $3,233
 $3,135
Operating income532
 474
 614
 550
 558
Net income360
 313
 307
 294
 288


 December 31,
(In millions)2019 2018 2017 2016 2015
Balance Sheet data:         
Current assets$833
 $786
 $811
 $842
 $845
Property, plant and equipment, net8,990
 8,243
 7,602
 7,040
 6,597
Total assets10,634

9,716

9,104

8,704

8,295
Current liabilities753
 774
 760
 707
 1,134
Long-term debt, including long-term debt to financing trusts3,270
 2,876
 2,577
 2,533
 1,732
Shareholder's equity3,683
 3,354
 3,141
 2,848
 2,687
PHI
The selected financial data presented below has been derived from the audited consolidated financial statements of PHI. This data is qualified in its entirety by reference to and should be read in conjunction with PHI’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 Successor  Predecessor
 For the Years Ended
December 31,
 March 24 to December 31,  January 1 to March 23, For the Year Ended
December 31,
(In millions)2019 
2018(a)
 
2017(a)
 2016  2016 2015
Statement of Operations data:            
Operating revenues$4,806
 $4,798
 $4,672
 $3,643
  $1,153 $4,935
Operating income722
 643
 762
 93
  105
 673
Net income (loss) from continuing operations477
 393
 355
 (61)  19
 318
Net income (loss)477
 393
 355
 (61)  19
 327
 Successor  Predecessor
 December 31,   
(In millions)2019 
2018(a)
 
2017(a)
2016  2015
Balance Sheet data:         
Current assets$1,480
 $1,501
 $1,527
$1,838
  $1,474
Property, plant and equipment, net14,296
 13,446
 12,498
11,598
  10,864
Total assets22,719
 21,952
 21,223
21,025
  16,188
Current liabilities1,612
 1,592
 1,931
2,284
  2,327
Long-term debt6,460
 6,134
 5,478
5,645
  4,823
Preferred Stock
 
 

  183
Member’s equity/Shareholders' equity9,608
 9,259
 8,807
8,016
  4,413
__________
(a)
Amounts have been revised to reflect the correction of an error related to Pepco's decoupling mechanism. See Note 1Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information.


Pepco
The selected financial data presented below has been derived from the audited consolidated financial statements of Pepco. This data is qualified in its entirety by reference to and should be read in conjunction with Pepco’s Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 For the Years Ended December 31,
(In millions)2019 
2018(a)
 
2017(a)
 2016 2015
Statement of Operations data:         
Operating revenues$2,260
 $2,232
 $2,151
 $2,186
 $2,129
Operating income361
 313
 392
 174
 385
Net income243
 205
 198
 42
 187
 December 31,
(In millions)2019 
2018(a)
 
2017(a)
 2016 2015
Balance Sheet data:         
Current assets$696
 $728
 $686
 $684
 $726
Property, plant and equipment, net6,909
 6,460
 6,001
 5,571
 5,162
Total assets8,661
 8,267
 7,808
 7,335
 6,908
Current liabilities657
 628
 550
 596
 455
Long-term debt2,862
 2,704
 2,521
 2,333
 2,340
Shareholder's equity2,907
 2,717
 2,515
 2,300
 2,240
__________
(a)
Amounts have been revised to reflect the correction of an error related to Pepco's decoupling mechanism. See Note 1Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information.
DPL
The selected financial data presented below has been derived from the audited consolidated financial statements of DPL. This data is qualified in its entirety by reference to and should be read in conjunction with DPL’s Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 For the Years Ended December 31,
(In millions)2019 2018 2017 2016 2015
Statement of Operations data:         
Operating revenues$1,306
 $1,332
 $1,300
 $1,277
 $1,302
Operating income217
 190
 229
 50
 165
Net income (loss)147
 120
 121
 (9) 76


 December 31,
(In millions)2019 2018 2017 2016 2015
Balance Sheet data:         
Current assets$325
 $336
 $325
 $370
 $388
Property, plant and equipment, net4,035
 3,821
 3,579
 3,273
 3,070
Total assets4,830
 4,588
 4,357
 4,153
 3,969
Current liabilities414
 375
 547
 381
 564
Long-term debt1,487
 1,403
 1,217
 1,221
 1,061
Shareholder's equity1,580
 1,509
 1,335
 1,326
 1,237
ACE
The selected financial data presented below has been derived from the audited consolidated financial statements of ACE. This data is qualified in its entirety by reference to and should be read in conjunction with ACE’s Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 For the Years Ended December 31,
(In millions)2019 2018 2017 2016 2015
Statement of Operations data:         
Operating revenues$1,240
 $1,236
 $1,186
 $1,257
 $1,295
Operating income151
 149
 157
 7
 134
Net income (loss)99
 75
 77
 (42) 40
 December 31,
(In millions)2019 2018 2017 2016 2015
Balance Sheet data:         
Current assets$270
 $240
 $258
 $399
 $546
Property, plant and equipment, net3,190
 2,966
 2,706
 2,521
 2,322
Total assets3,933
 3,699
 3,445
 3,457
 3,387
Current liabilities360
 422
 619
 320
 297
Long-term debt1,307
 1,170
 840
 1,120
 1,153
Shareholder's equity1,276
 1,126
 1,043
 1,034
 1,000


Item 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Exelon
Executive Overview
Exelon is a utility services holding company engaged in the generation, delivery, and marketing of energy through Generation and the energy distribution and transmission businesses through ComEd, PECO, BGE, Pepco, DPL and ACE.
Exelon has eleven reportable segments consisting of Generation’s five reportable segments (Mid-Atlantic, Midwest, New York, ERCOT and Other Power Regions), ComEd, PECO, BGE, Pepco, DPL and ACE. During the first quarter of 2019, due to a change in economics in our New England region, Generation changed the way that information is reviewed by the CODM. The New England region is no longer regularly reviewed as a separate region by the CODM nor presented separately in any external information presented to third parties. Information for the New England region is reviewed by the CODM as part of Other Power Regions. See Note 1Significant Accounting Policies and Note 5Segment 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 eight separate operating subsidiary registrants, Generation, 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 summarizes results for the year ended December 31, 2019 compared to the year ended December 31, 2018, and is separately filed by Exelon, Generation, 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. For discussion of the year ended December 31, 2018 compared to the year ended December 31, 2017, refer to ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the 2018-Form 10-K, which was filed with the SEC on February 8, 2019.


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 year ended December 31, 2019 compared to the same period in 2018 and 2017. For additional information regarding the financial results for the years ended December 31, 2019 and 2018 see the discussions of Results of Operations by Registrant.
 2019 
2018(a)
 Favorable (unfavorable) 2019 vs. 2018 variance 
2017(a)
 Favorable (unfavorable) 2018 vs. 2017 variance
Exelon$2,936
 $2,005
 $931
 $3,779
 $(1,774)
Generation1,125
 370
 755
 2,710
 (2,340)
ComEd688
 664
 24
 567
 97
PECO528
 460
 68
 434
 26
BGE360
 313
 47
 307
 6
PHI477
 393
 84
 355
 38
Pepco243
 205
 38
 198
 7
DPL147
 120
 27
 121
 (1)
ACE99
 75
 24
 77
 (2)
Other(b)
(242) (195) (47) (594) 399
__________
(a)Exelon’s, PHI’s and Pepco’s amounts have been revised to reflect the correction of an error related to Pepco’s decoupling mechanism. See Note 1 - Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information.
(b)Primarily includes eliminating and consolidating adjustments, Exelon’s corporate operations, shared service entities and other financing and investing activities.
Year Ended December 31, 2019 Compared to Year Ended December 31, 2018. Net income attributable to common shareholdersincreased by $931 million and diluted earnings per average common share increased to $3.01 in 2019 from $2.07 in 2018 primarily due to:
Higher net unrealized and realized gains on NDT funds;
Decreased accelerated depreciation and amortization due to the early retirement of the Oyster Creek nuclear facility in September 2018 and TMI in September 2019and the absence of a charge associated with the remeasurement of the Oyster Creek ARO in 2018;
Decreased Operating and maintenance expense at Generation which includes the impacts of previous cost management programs, lower pension and OPEB costs and increased NEIL insurance distributions;
A benefit associated with the remeasurement of the TMI ARO in the first quarter of 2019and the annual nuclear ARO update in the third quarter of 2019;
Decreased nuclear outage days;
Lower mark-to-market losses;
Regulatory rate increases at PECO, BGE, Pepco, DPL, and ACE;
Increased electric distribution, energy efficiency and transmission earnings at ComEd;
Decreased storms costs at PECO and BGE; and
Research and development income tax benefits.
The increases were partially offset by;


Lower realized energy prices;
Lower capacity prices;
Unfavorable weather conditions at PECO, DPL and ACE; and
Unfavorable volume at PECO.
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-to-year operating results and provide an indication of Exelon’s baseline operating performance excluding items that are considered by management to be not 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 Net income attributable to common shareholders as determined in accordance with GAAP and Adjusted (non-GAAP) operating earnings for the year ended December 31, 2019 as compared to 2018 and 2017: 
 For the Years Ended December 31,
 2019 
2018(a)
2017(a)
(All amounts in millions after tax)  
Earnings per
Diluted Share
   
Earnings per
Diluted Share
  Earnings per
Diluted Share
Net Income Attributable to Common Shareholders$2,936
 $3.01
 $2,005
 $2.07
$3,779
 $3.98
Mark-to-Market Impact of Economic Hedging Activities (net of taxes of $66, $89 and $68, respectively)197
 0.20
 252
 0.26
107
 0.11
Unrealized (Gains) Losses Related to NDT Fund Investments (net of taxes of $269, $289 and $286, respectively)(b)
(299) (0.31) 337
 0.35
(318) (0.34)
Amortization of Commodity Contract Intangibles (net of taxes of $22)
 
 
 
34
 0.04
PHI Merger and Integration Costs (net of taxes of $2 and $25, respectively)
 
 3
 
40
 0.04
Merger Commitments (net of taxes of $137)
 
 
 
(137) (0.14)
Asset Impairments (net of taxes of $56, $13 and $204, respectively)(c)
123
 0.13
 35
 0.04
321
 0.34
Plant Retirements and Divestitures (net of taxes of $9, $181, and $134, respectively)(d)
118
 0.12
 512
 0.53
207
 0.22
Cost Management Program (net of taxes of $17, $16, and $21, respectively)(e)
51
 0.05
 48
 0.05
34
 0.04
Asset Retirement Obligation (net of taxes of $9, $7, and $1, respectively)(f)
(84) (0.09) 20
 0.02
(2) 
 Vacation Policy Change (net of taxes of $21)
 
 
 
(33) (0.03)
Change in Environmental Liabilities (net of taxes of $8, $0, and $17, respectively)20
 0.02
 (1) 
27
 0.03
Bargain Purchase Gain (net of taxes of $0)
 
 
 
(233) (0.25)
Gain on Deconsolidation of Business (net of taxes of $83)
 
 
 
(130) (0.14)
Gain on Contract Settlement (net of taxes of $20)(g)

 
 (55) (0.06)
 
Litigation Settlement Gain (net of taxes of $7)(19) (0.02) 
 

 
Income Tax-Related Adjustments (entire amount represents tax expense)(h)
5
 0.01
 (22) (0.02)(1,330) (1.41)
Noncontrolling Interests (net of taxes of $26, $24, and $24, respectively)(i)
90
 0.09
 (113) (0.12)114
 0.12
Adjusted (non-GAAP) Operating Earnings$3,139
 $3.22
 $3,021
 $3.12
$2,480
 $2.61
__________
Note:
Amounts may not sum due to rounding.
Unless otherwise noted, the income tax impact of each reconciling item between GAAP Net Income and Adjusted (non-GAAP) Operating Earnings is based on the marginal statutory federal and state income tax rates for each Registrant, taking into account whether the income or expense item is taxable or deductible, respectively, in whole or in part. For all items except the unrealized gains and losses related to NDT funds, the marginal statutory income tax rates for 2019 and 2018 ranged from 26.0 percent to 29.0 percent. Under IRS regulations, NDT fund investment returns are taxed at different rates for investments if they are in qualified or non-qualified funds. The effective tax rates for the unrealized gains and losses related to NDT funds were 47.3 percent and 46.2 percent for the years ended December 31, 2019 and 2018, respectively.



(a)Net Income Attributable to Common Shareholders and Adjusted (non-GAAP) Operating Earnings have been revised to reflect the correction of an error related to Pepco’s decoupling mechanism. See Note 1 - Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information.
(b)Reflects the impact of net unrealized gains and losses on Generation’s NDT fund investments for Non-Regulatory and Regulatory Agreement Units. The impacts of the Regulatory Agreement Units, including the associated income taxes, are contractually eliminated, resulting in no earnings impact.
(c)In 2018, primarily reflects the impairment of certain wind projects at Generation. In 2019, primarily reflects the impairment of equity method investments in certain distributed energy companies. The impact of such impairment net of noncontrolling interest is $0.02.
(d)
In 2018, primarily reflects accelerated depreciation and amortization expenses and one-time charges associated with Generation's decision to early retire the Oyster Creek and TMI nuclear facilities, a charge associated with a remeasurement of the Oyster Creek ARO, partially offset by a gain associated with Generation's sale of its electrical contracting business. In 2019, primarily reflects accelerated depreciation and amortization expenses associated with the early retirement of the TMI nuclear facility and certain fossil sites and the loss on the sale of Oyster Creek to Holtec, partially offset by net realized gains related to Oyster Creek's NDT fund investments, a net benefit associated with remeasurements of the TMI ARO and a gain on the sale of certain wind assets.
(e)Primarily represents severance and reorganization costs related to cost management programs.
(f)In 2018, reflects an increase at Pepco related primarily to asbestos identified at its Buzzard Point property. In 2019, reflects a benefit related to Generation's annual nuclear ARO update for non-regulatory units.
(g)Represents the gain on the settlement of a long-term gas supply agreement at Generation.
(h)In 2018, reflects an adjustment to the remeasurement of deferred income taxes as a result of the TCJA. In 2019, primarily reflects the adjustment to deferred income taxes due to changes in forecasted apportionment.
(i)Represents elimination from Generation’s results of the noncontrolling interests related to certain exclusion items. In 2018, primarily related to the impact of unrealized losses on NDT fund investments for CENG units. In 2019, primarily related to the impact of unrealized gains on NDT fund investments and the impact of the Generation's annual nuclear ARO update for CENG units, partially offset by the impairment of certain equity investments in distributed energy companies.
Significant 2019 Transactions and Developments
Utility Rates and Base Rate Proceedings
The Utility Registrants file base rate cases with their regulatory commissions seeking increases or decreases to their electric transmission and distribution, and gas distribution rates to recover their costs and earn a fair return on their investments. The outcomes of these regulatory proceedings impact the Utility Registrants’ current and future results of operations, cash flows and financial position.
The following tables show the Utility Registrants’ completed and pending distribution base rate case proceedings in 2019. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on other regulatory proceedings.


Completed Utility Distribution Base Rate Case Proceedings
Registrant/JurisdictionFiling DateRequested Revenue Requirement Increase (Decrease)Approved Revenue Requirement Increase (Decrease)Approved ROEApproval DateRate Effective Date
ComEd - Illinois (Electric)April 16, 2018$(23)$(24)8.69%December 4, 2018January 1, 2019
ComEd - Illinois (Electric)April 8, 2019$(6)$(17)8.91%December 4, 2019January 1, 2020
PECO - Pennsylvania (Electric)March 29, 2018$82
$25
N/ADecember 20, 2018January 1, 2019
BGE - Maryland
(Natural Gas)
June 8, 2018 (amended October 12, 2018)$61
43
9.8%January 4, 2019January 4, 2019
BGE - Maryland (Electric)May 24, 2019 (amended December 17, 2019)$74
$18
9.7%December 17, 2019December 17, 2019
BGE - Maryland (Natural Gas)May 24, 2019 (amended December 17, 2019)$59
$45
9.75%December 17, 2019December 17, 2019
ACE - New Jersey (Electric)August 21, 2018 (amended November 19, 2018)$122
$70
9.6%March 13, 2019April 1, 2019
Pepco - Maryland (Electric)January 15, 2019 (amended May 16, 2019)$27
$10.3
9.6%August 12, 2019August 13, 2019
Pending Distribution Base Rate Case Proceedings
Registrant/JurisdictionFiling DateRequested Revenue Requirement IncreaseRequested ROEExpected Approval Timing
Pepco - District of Columbia (Electric)May 30, 2019 (amended September 16, 2019)$160
10.3%Fourth quarter of 2020
DPL - Maryland (Electric)December 5, 2019$19
10.3%Third quarter of 2020



Transmission Formula Rate
The following total (decreases)/increases were included in ComEd's, BGE's, Pepco's, DPL's and ACE's 2019 annual electric transmission formula rate updates.
RegistrantInitial Revenue Requirement Increase/(Decrease)Annual Reconciliation (Decrease)/IncreaseTotal Revenue Requirement Increase/(Decrease)Allowed Return on Rate BaseAllowed ROE
ComEd$21
$(16)$5
8.21%11.50%
BGE(10)(23)(19)7.35%10.50%
Pepco15
11
26
7.75%10.50%
DPL17
(1)16
7.14%10.50%
ACE11
(2)9
7.79%10.50%

PECO Transmission Formula Rate
On May 1, 2017, PECO filed a request with FERC seeking approval to update its transmission rates and change the manner in which PECO’s transmission rate is determined from a fixed rate to a formula rate. The formula rate will be updated annually to ensure that under this rate customers pay the actual costs of providing transmission services. PECO’s initial formula rate filing included a requested increase of  $22 million to PECO’s annual transmission revenue requirement, which reflected a ROE of  11%, inclusive of a 50 basis point adder for being a member of a RTO. On June 27, 2017, FERC issued an Order accepting the filing and suspending the proposed rates until December 1, 2017, subject to refund, and set the matter for hearing and settlement judge procedures.
On December 5, 2019, FERC issued an Order accepting without modification the settlement agreement filed by PECO and other parties in July 2019. The settlement results in an increase of approximately $14 million with a return on rate base of 7.62% compared to PECO's initial formula rate filing and allows for an ROE of 10.35%, inclusive of a 50 basis point adder for being a member of the RTO. The settlement did not have a material impact on PECO's 2017, 2018, or 2019 annual transmission revenue requirements. PECO will update its rates in 2020 and refund estimated overcollections totaling approximately $28 million related to the amounts billed under the proposed rates in effect since 2017.
Pursuant to the transmission formula rate request discussed above, PECO made its annual formula rate updates in May 2018 and 2019, which included a decrease of $6 million and an increase of $8 million, respectively, to the annual transmission revenue requirement. The updated transmission formula rates were effective on June 1, 2018 and 2019, respectively, subject to refund.
Cost Management Programs
Exelon continues to be committed to managing its costs. On October 31, 2019, Exelon announced additional annual cost savings of approximately $100 million, at Generation, to be achieved by 2022. These actions are in response to the continuing economic challenges confronting Generation’s business, necessitating continued focus on cost management through enhanced efficiency and productivity.
FERC Order on the PJM MOPR
On December 19, 2019, FERC issued an order directing PJM to extend the MOPR to include new and existing resources, including nuclear, that receive state subsidies, effective as of PJM’s next capacity auction. Unless Illinois and New Jersey can implement an FRR program in their PJM zones, the MOPR will apply to Generation's nuclear plants in those states receiving ZEC benefits, resulting in higher offers for those units that may not clear the capacity market. On January 21, 2020, Exelon, PJM and a number of other entities submitted individual requests for rehearing. Exelon is currently working with PJM and other stakeholders to pursue the FRR option but cannot predict whether the legislative and regulatory changes can be implemented prior to the next capacity auction in PJM. If Generation’s state-supported nuclear plants in PJM or NYISO are subjected to the MOPR without compensation under an FRR or similar program, it could have a material adverse impact on Exelon's and Generation's financial


statements. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
Early Plant Retirements
Oyster Creek. Generation permanently ceased generation operations at Oyster Creek on September 17, 2018. On July 31, 2018, Generation entered into an agreement with Holtec International and its wholly owned subsidiary, Oyster Creek Environmental Protection, LLC, for the sale and decommissioning of Oyster Creek. The sale was completed on July 1, 2019. Exelon and Generation recognized a loss on the sale in the third quarter 2019, which was immaterial. See Note 2 — Mergers, Acquisitions and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information.
Three Mile Island. Generation permanently ceased operations at TMI on September 20, 2019. As a result of the decision to early retire TMI, Exelon and Generation recorded a $176 million incremental pre-tax net charge for the year ended December 31, 2019 primarily due to accelerated depreciation of the plant assets, partially offset by a benefit associated with the remeasurement of the TMI ARO in the first quarter of 2019.
Salem. In 2017, PSEG announced that its New Jersey nuclear plants, including Salem, of which Generation owns a 42.59% ownership interest, were showing increased signs of economic distress, which could lead to an early retirement. PSEG is the operator of Salem and also has the decision-making authority to retire Salem. In 2018, New Jersey enacted legislation that established a ZEC program that provides compensation for nuclear plants that demonstrate to the NJBPU that they meet certain requirements, including that they make a significant contribution to air quality in the state and that their revenues are insufficient to cover their costs and risks. On April 18, 2019, the NJBPU approved the award of ZECs to Salem Unit 1 and Salem Unit 2. Assuming the continued effectiveness of the New Jersey ZEC program, Generation no longer considers Salem to be at heightened risk for early retirement.
Dresden, Byron and Braidwood. Generation’s Dresden, Byron and Braidwood nuclear plants in Illinois are also showing increased signs of economic distress, which could lead to an early retirement, in a market that does not currently compensate them for their unique contribution to grid resiliency and their ability to produce large amounts of energy without carbon and air pollution. The May 2018 PJM capacity auction for the 2021-2022 planning year resulted in the largest volume of nuclear capacity ever not selected in the auction, including all of Dresden, and portions of Byron and Braidwood. Exelon continues to work with stakeholders on state policy solutions, while also advocating for broader market reforms at the regional and federal level.
See Note 3Regulatory Matters, Note 6 — Early Plant Retirements and Note 9Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information.
CENG Put Option
On November 20, 2019, Generation received notice of EDF’s intention to exercise the put option and sell its 49.99% equity interest in CENG to Generation and the put automatically exercised on January 19, 2020 at the end of the sixty-day advance notice period. Under the terms of the Put Option, the purchase price is to be determined by agreement of the parties, or absent such agreement, by a third-party arbitration process. Any resulting sale would be subject to the approval of the NYPSC, the FERC and the NRC. The process and regulatory approvals could take one to two years or more to complete. See Note 2 - Mergers, Acquisitions and Dispositions for additional information.
Conowingo Hydroelectric Project
In connection with Generation’s pursuit of a new FERC license for Conowingo, on October 29, 2019, Generation and MDE filed with FERC a Joint Offer of Settlement that would resolve all outstanding issues between the parties, effective upon and subject to FERC’s approval and incorporation of the terms into the new license when issued. The financial impact of this settlement, along with other anticipated and prior license commitments, would be recognized over the term of the new 50-year license and is estimated to be, on average, $11 million to $14 million per year, including capital and operating costs. The actual timing and amount of a majority of these costs are not currently fixed and will vary from year to year throughout the life of the new license. Generation cannot currently predict when FERC will issue the new license. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
Pacific Gas & Electric Bankruptcy


Generation’s Antelope Valley, a 242 MW solar facility in Lancaster, CA, sells all of its output to PG&E through a PPA. On January 29, 2019, PG&E filed for protection under Chapter 11 of the U.S. Bankruptcy Code. As of December 31, 2019, Generation had approximately $725 million and $485 million of net long-lived assets and nonrecourse debt outstanding, respectively, related to Antelope Valley. PG&E’s bankruptcy created an event of default for Antelope Valley’s nonrecourse debt that provides the lender with a right to accelerate amounts outstanding under the loan such that they would become immediately due and payable. As a result of the ongoing event of default and the absence of a waiver from the lender foregoing their acceleration rights, the debt was reclassified as current in Exelon’s and Generation’s Consolidated Balance Sheets in the first quarter of 2019 and continues to be classified as current as of December 31, 2019.
In the first quarter of 2019, Generation assessed and determined that Antelope Valley’s long-lived assets were not impaired. Significant changes in assumptions such as the likelihood of the PPA being rejected as part of the bankruptcy proceedings could potentially result in future impairments of Antelope Valley's net long-lived assets, which could be material. Generation is monitoring the bankruptcy proceedings for any changes in circumstances that would indicate the carrying amount of the net long-lived assets of Antelope Valley may not be recoverable.
See Note 11Asset Impairments and Note 16Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on the PG&E bankruptcy.
Exelon’s Strategy and Outlook for 2020 and Beyond
Exelon’s value proposition and competitive advantage come from its scope and its core strengths of operational excellence and financial discipline. Exelon leverages its integrated business model to create value. Exelon’s regulated and competitive businesses feature a mix of attributes that, when combined, offer shareholders and customers a unique value proposition:
The Utility Registrants provide a foundation for steadily growing earnings, which translates to a stable currency in our stock.
Generation’s competitive businesses provide free cash flow to invest primarily in the utilities and to reduce debt.
Exelon believes its strategy provides a platform for optimal success in an energy industry experiencing fundamental and sweeping change.
Exelon’s utility strategy is to improve reliability and operations and enhance the customer experience, while ensuring ratemaking mechanisms provide the utilities fair financial returns. The Utility Registrants only invest in rate base where it provides a benefit to customers and the community by improving reliability and the service experience or otherwise meeting customer needs. The Utility Registrants make these investments at the lowest 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. Additionally, the Utility Registrants anticipate making significant future investments in smart grid technology, transmission projects, gas infrastructure, and electric system improvement projects, providing greater reliability and improved service for our customers and a stable return for the company.
Generation’s competitive businesses create value for customers by providing innovative energy solutions and reliable, clean and affordable energy. Generation’s electricity generation strategy is to pursue opportunities that provide stable revenues and generation to load matching to reduce earnings volatility. Generation leverages its energy generation portfolio to deliver energy to both wholesale and retail customers. Generation’s customer-facing activities foster development and delivery of other innovative energy-related products and services for its customers. Generation operates in well-developed energy markets and employs an integrated hedging strategy to manage commodity price volatility. Its generation fleet, including its nuclear plants which consistently operate at high capacity factors, also provide geographic and supply source diversity. These factors help Generation mitigate the current challenging conditions in competitive energy markets.
Exelon’s financial priorities are to maintain investment grade credit metrics at each of the Registrants, to maintain optimal capital structure and to return value to Exelon’s shareholders with an attractive dividend throughout the energy commodity market cycle and through stable earnings growth.


As part of its strategic business planning process, Exelon routinely reviews its hedging policy, dividend policy, operating and capital costs, capital spending plans, strength of its balance sheet and credit metrics, and sufficiency of its liquidity position, by performing various stress tests with differing variables, such as commodity price movements, increases in margin-related transactions, changes in hedging practices, and the impacts of hypothetical credit downgrades.
Exelon's Board of Directors declared first, second, third and fourth quarter 2018 dividends of $0.3450 per share each on Exelon's common stock, and the first quarter 2019 dividends declared was $0.3625. The dividends for the first, second, third and fourth quarter 2018 were paid on March 9, 2018, June 8, 2018, September 10, 2018 and December 10, 2018, respectively. The first quarter 2019 dividend is payable on March 8, 2019.
Exelon’s Board of Directors approved an updateda dividend policy providing an increasea raise of 5% each year for the period covering 2018 through 2020, beginning with the March 2018 dividend.
Hedging StrategyVarious market, financial, regulatory, legislative and operational factors could affect the Registrants' success in pursuing their strategies. Exelon continues to assess infrastructure, operational, commercial, policy, and legal solutions to these issues. One key issue is ensuring the ability to properly value nuclear generation assets in the market, solutions to which Exelon is actively pursuing in a variety of jurisdictions and venues. See ITEM 1A. RISK FACTORS for additional information regarding market and financial factors.
Exelon’s policyExelon continues to hedge commodity risk onbe committed to managing its costs. In November 2017, Exelon announced a ratable basis over three-year periodscommitment for $250 million of cost savings, primarily at Generation, to be achieved by 2020. In November 2018, Exelon announced the elimination of an approximately additional $200 million of annual ongoing costs, through initiatives primarily at Generation and BSC, by 2021. Approximately $150 million is intendedexpected to reduce the financial impact of market price volatility.be related to Generation, is exposed to commodity price risk associated with the unhedged portionremaining amount related to the Utility Registrants. In October 2019, Exelon announced additional annual cost savings of approximately $100 million, at Generation, to be achieved by 2022. These actions are in response to the continuing economic challenges confronting Generation's business, necessitating continued focus on cost management through enhanced efficiency and productivity.
Growth Opportunities
Management continually evaluates growth opportunities aligned with Exelon’s businesses, assets and markets, leveraging Exelon’s expertise in those areas and offering sustainable returns.
Regulated Energy Businesses. The Utility Registrants anticipate investing approximately $26 billion over the next four years in electric and natural gas infrastructure improvements and modernization projects, including smart grid technology, storm hardening, advanced reliability technologies, and transmission projects, which is projected to result in an increase to current rate base of approximately $13 billion by the end of 2023. The Utility Registrants invest in rate base where beneficial to customers and the community by increasing reliability and the service experience or otherwise meeting customer needs. These investments are made at the lowest reasonable cost to customers.
See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on the Smart Meter and Smart Grid Investments and infrastructure development and enhancement programs.
Competitive Energy Businesses. Generation continually assesses the optimal structure and composition of its electricity portfolio. Generation enters into non-derivative and derivative contracts, including financially-settled swaps, futures contracts and swap options, and physical options and physical forward contracts, all with credit-approved counterparties, to hedge this anticipated exposure. Generation has hedges in place that significantly mitigate this risk for 2019 and 2020. However, Generation is exposed to relatively greater commodity price risk in the subsequent years with respect to which a larger portion of its electricity portfolio is currently unhedged. As of December 31, 2018, the percentage of expected generation hedged for the Mid-Atlantic, Midwest, New York and ERCOT reportable segments is 89%-92%, 56%-59% and 32%-35% for 2019, 2020, and 2021 respectively. The percentage of expected generation hedged is the amount of equivalent sales divided by the expected generation. Expected generation is the volume of energy that best represents our commodity position in energy markets from owned or contracted generating facilities based upon a simulated dispatch model that makes assumptions regarding future market conditions, which are calibrated to market quotes for power, fuel, load following products, and options. Equivalent sales represent all hedging products, suchassets as well as explores wholesale and retail salesopportunities within the power and gas sectors. Generation’s long-term growth strategy is to ensure appropriate valuation of its generation assets, in part through public policy efforts, identify and capitalize on opportunities that provide generation to load matching as a means to provide stable earnings, and identify emerging technologies where strategic investments provide the option for significant future growth or influence in market development.
Other Key Business Drivers and Management Strategies
Utility Rates and Rate Proceedings
The Utility Registrants file rate cases with their regulatory commissions seeking increases or decreases to their electric transmission and distribution, and gas distribution rates to recover their costs and earn a fair return on their investments. The outcomes of these regulatory proceedings impact the Utility Registrants’ current and future results of operations, cash flows and financial positions. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on these regulatory proceedings.


Power Markets
Price of Fuels
The use of new technologies to recover natural gas from shale deposits is increasing natural gas supply and reserves, which places downward pressure on natural gas prices and, therefore, on wholesale and retail power optionsprices, which results in a reduction in Exelon’s revenues. Forward natural gas prices have declined significantly over the last several years; in part reflecting an increase in supply due to strong natural gas production (due to shale gas development).
FERC Inquiry on Resiliency
On August 23, 2017, the DOE staff released its report on the reliability of the electric grid. One aspect of the wide-ranging report is the DOE’s recognition that the electricity markets do not currently value the resiliency provided by base-load generation, such as nuclear plants. On September 28, 2017, the DOE issued a Notice of Proposed Rulemaking (NOPR) that would entitle certain eligible resilient generating units (i.e., those located in organized markets, with a 90-day supply of fuel on site, not already subject to state cost of service regulation and swaps. Generationsatisfying certain other requirements) to recover fully allocated costs and earn a fair return on equity on their investment. On January 8, 2018, FERC issued an order terminating the rulemaking docket that it initiated to address the proposed rule in the DOE NOPR, concluding the proposed rule did not sufficiently demonstrate there is a resiliency issue and that it proposed a remedy that did not appear to be just, reasonable and nondiscriminatory as required under the Federal Power Act. At the same time, FERC initiated a new proceeding to consider resiliency challenges to the bulk power system and evaluate whether additional FERC action to address resiliency would be appropriate. FERC directed each RTO and ISO to respond within 60 days to 24 specific questions about how they assess and mitigate threats to resiliency. Thereafter, interested parties submitted reply comments on May 9, 2018, and a few parties submitted further replies. Exelon has been and will continue to be proactivean active participant in using hedging strategies to mitigate commodity price risk in subsequent years as well.
Generation procures oil and natural gas through long-term and short-term contracts and spot-market purchases. Nuclear fuel is obtained predominantly through long-term uranium concentrate supply contracts, contracted conversion services, contracted enrichment services,these proceedings but cannot predict the final outcome or a combination thereof, and contracted fuel fabrication services. The supply markets for uranium concentrates and certain nuclear fuel services, coal, oil and natural gas are subject to price fluctuations and availability restrictions. Supply market conditions may make Generation’s procurement contracts subject to credit risk related to theits potential non-performance of counterparties to deliver the contracted commodityfinancial impact, if any, on Exelon or service at the contracted prices. Approximately 62% of Generation’s uranium concentrate requirements from 2019 through 2023 are supplied by three producers. In the event of non-performance by theseGeneration.

or other suppliers, Generation believes that replacement uranium concentrate can be obtained, although at prices that may be unfavorable when compared to the prices under the current supply agreements. Non-performance by these counterparties could have a material adverse impact on Exelon’s and Generation’s results of operations, cash flows and financial positions.
The Utility Registrants mitigate commodity price risk through regulatory mechanisms that allow them to recover procurement costs from retail customers.
Environmental Legislative and Regulatory Developments
Exelon was actively involved in the Obama Administration’s development and implementation of environmental regulations for the electric industry, in pursuit of its business strategy to provide reliable, clean, affordable and innovative energy products. These efforts have most frequently involved air, water and waste controls for fossil-fueled electric generating units, as set forth in the discussion below. These regulations have had a disproportionate adverse impact on coal-fired power plants, requiring significant expenditures of capital and variable operating and maintenance expense, and have resulted in the retirement of older, marginal facilities. Due to its low emission generation portfolio, Generation has not been significantly affected by these regulations, representing a competitive advantage relative to electric generators that are more reliant on fossil fuel plants.
Through the issuance of a series of Executive Orders (EO), President Trump has initiated review of a number of EPA and other regulations issued during the Obama Administration, with the expectation that the Administration will seek repeal or significant revision of these rules. Under these EOs, each executive agency is required to evaluate existing regulations and make recommendations regarding repeal, replacement, or modification. The Administration’s actions are intended to result in less stringent compliance requirements under air, water, and waste regulations. The exact nature, extent, and timing of the regulatory changes are unknown, as well as the ultimate impact on Exelon’s and its subsidiaries results of operations and cash flows.
In particular, the Administration has targeted existing EPA regulations for repeal, including notably the Clean Power Plan, as well as revoking many Executive Orders, reports, and guidance issued by the Obama Administration on the topic of climate change or the regulation of greenhouse gases. The Executive Order also disbanded the Interagency Working Group that developed the social cost of carbon used in rulemakings, and withdrew all technical support documents supporting the calculation. Other regulations that have been specifically identified for review are the Clean Water Act rule relating to jurisdictional waters of the U.S., the Steam Electric Effluent Guidelines relating to waste water discharges from coal-fired power plants, and the 2015 National Ambient Air Quality Standard (NAAQS) for ozone. The review of final rules could extend over several years as formal notice and comment rulemaking process proceeds.
Air Quality
Air quality regulations promulgated by the EPA and the various state and local environmental agencies impose restrictions on emission of particulates, sulfur dioxide (SO2), nitrogen oxides (NOx), mercury and other air pollutants and require permits for operation of emitting sources. Such permits have been obtained as needed by Exelon’s subsidiaries. However, due to its low emitting generation fleet comprised of nuclear, natural gas, hydroelectric, wind and solar, compliance with the Federal Clean Air Act does not have a material impact on Generation’s operations.
See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS for additional information regarding clean air regulation in the forms of the CSAPR, regulation of hazardous air pollutants from coal- and oil-fired electric generating facilities under MATS, and regulation of GHG emissions.
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 must be renewed periodically. Certain of Exelon's facilities discharge stormwater and industrial wastewater into waterways and are therefore subject to these regulations and operate under NPDES permits or pending applications for renewals of such permits after being granted an administrative extension. Generation is also subject to the jurisdiction of the Delaware River Basin Commission and the Susquehanna River Basin Commission, regional agencies that primarily regulate water usage.
Section 316(b) of the Clean Water Act
Section 316(b) requires that the cooling water intake structures at electric power plants reflect the best technology available to minimize adverse environmental impacts and is implemented through state-level NPDES permit programs. All of Generation’s power generation facilities with cooling water systems are subject to the regulations. Facilities without closed-cycle recirculating systems (e.g., cooling towers) are potentially most affected by recent changes to the regulations. For Generation, those facilities are Calvert Cliffs, Clinton, Dresden, Eddystone, Fairless Hills, FitzPatrick, Ginna, Gould Street, Handley, Mystic 7, Nine Mile Point Unit 1, Peach Bottom, Quad Cities and Salem.
On October 14, 2014, the EPA's Section 316(b) rule became effective. The rule requires that a series of studies and analyses be performed to determine the best technology available to minimize adverse impacts on aquatic life, followed by an implementation period for the selected technology. The timing of the various requirements for each facility is related to the status of its current NPDES permit and the subsequent renewal period. There is no fixed compliance schedule, as this is left to the discretion of the state permitting director.
Until the compliance requirements are determined by the applicable state permitting director on a site-specific basis for each plant, Generation cannot estimate the effect that compliance with the rule will have on the operation of its generating facilities and its future results of operations, cash flows, and financial position. Should a state permitting director determine that a facility must install cooling towers to comply with the rule, that facility’s economic viability could be called into question. However, the potential impact of the rule has been significantly reduced since the final rule does not mandate cooling towers as a national standard and sets forth technologies that are presumptively compliant, and the state permitting director is required to apply a cost-benefit test and can take into consideration site-specific factors, such as those that would make cooling towers infeasible.
New York Facilities
In July 2011, the New York Department of Environmental Conservation (DEC) issued a policy regarding the best available technology for cooling water intake structures. Through its policy, the DEC established closed-cycle cooling or its equivalent as the performance goal for all existing facilities, but also provided that the DEC will select a feasible technology whose costs are not wholly disproportionate to the environmental benefits to be gained and allows for a site-specific determination where the entrainment performance goal cannot be achieved (i.e., the requirement


most likely to support cooling towers). The Ginna, Nine Mile Point Unit 1, and Fitzpatrick power generation facilities have received renewals of their state water discharge permits and cooling towers were not required. These facilities are now engaged in the required analyses to enable the environmental agency to determine the best technology available in the next permit renewal cycles.
Salem
On July 28, 2016, the NJDEP issued a final permit for Salem that did not require the installation of cooling towers and allows Salem to continue to operate utilizing the existing cooling water system with certain required system modifications. However, the permit is being challenged by an environmental organization, and if successful, could result in additional costs for Clean Water Act compliance. Potential cooling water system modification costs could be material and could adversely impact the economic competitiveness of this facility.
Solid and Hazardous Waste
CERCLA provides for immediate response and removal actions coordinated by the EPA in the event of threatened releases of hazardous substances and 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 waste at sites, most 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 state oversight prior to listing on the NPL. Various states, including Delaware, Illinois, Maryland, New Jersey and Pennsylvania and the District of Columbia have also enacted statutes that contain provisions substantially similar to CERCLA. In addition, RCRA governs treatment, storage and disposal of solid and hazardous wastes and cleanup of sites where such activities were conducted.
Generation, the Utility 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 with respect to a number of sites, including MGP sites, or may undertake to investigate and remediate sites for which they may be subject to enforcement actions by an agency or third-party.
See Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information related to environmental matters.
Environmental Remediation
ComEd’s and PECO’s environmental liabilities primarily arise from contamination at former MGP sites. 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 environmental remediation costs of the MGP sites through a provision within customer rates. BGE, ACE, Pepco and DPL do not have material contingent liabilities relating to MGP sites. The amount to be expended in 2020 for compliance with environmental remediation related to contamination at former MGP sites and other gas purification sites is expected to total $49 million which consists primarily of $45 million at ComEd. The Utility Registrants also have contingent liabilities for environmental remediation of non-MGP contaminants (e.g., PCBs). As of December 31, 2019, the Utility Registrants have established appropriate contingent liabilities for environmental remediation requirements.
The Registrants’ operations have in the past, and may in the future, require substantial expenditures in order to comply with environmental laws. Additionally, under Federal and state environmental laws, the Registrants are generally 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.
In addition, Generation and the Utility 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 remediation efforts and related impacts to the Registrants’ Consolidated Financial Statements.
Global Climate Change
Exelon has utility and generation assets, and customers, that are and will be further subject to the impacts of climate change. Accordingly, Exelon is engaged in a variety of initiatives to understand and mitigate these impacts, including investments in resiliency, partnering with federal, state and local governments to minimize impacts, and, importantly, advocating for public policy that reduces emissions that cause climate change. Exelon, as a producer of electricity from predominantly low- and zero-carbon generating facilities (such as nuclear, hydroelectric, natural gas, wind and solar photovoltaic), has a relatively small GHG emission profile, or carbon footprint, compared to other domestic generators of electricity (Exelon neither owns nor operates any coal-fueled generating assets). Exelon's natural gas and biomass fired generating plants produce GHG emissions, most notably, CO2. However, Generation’s owned-asset emission intensity, or rate of carbon dioxide equivalent (CO2e) emitted per unit of electricity generated, is among the lowest in the industry. Other GHG emission sources at Exelon include natural gas (methane) leakage on the natural gas systems, sulfur hexafluoride (SF6) leakage from electric transmission and distribution operations, refrigerant leakage from chilling and cooling equipment, and fossil fuel combustion in motor vehicles. Exelon facilities and operations are subject to the global impacts of climate change and Exelon believes its operations could be significantly affected by the physical risks of climate change. See ITEM 1A. RISK FACTORS for additional information.
Climate Change Regulation
Exelon is or may become subject to additional climate change regulation or legislation at the federal, regional and state levels.
International Climate Change Agreements. At the international level, the United States is 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, and it became effective on November 4, 2016. Under the Paris Agreement, the Parties agreed to try to limit the global average temperature increase to 2°C (3.6°F) above pre-industrial levels. In doing so, Parties developed their own national reduction commitments. The United States submitted a non-binding target of 17% below 2005 emission levels by 2020 and 26% to 28% below 2005 levels by 2025. President Trump has stated his intention to withdraw the U.S. from the Paris Agreement, but no formal action has been initiated. A withdrawal would not be effective until November 2020 at the earliest.
Federal Climate Change Legislation and Regulation. It is highly unlikely that federal legislation to reduce GHG emissions will be enacted in the near-term. If such legislation is adopted, it would likely increase the value of Exelon's low-carbon fleet even though Exelon may incur costs either to further limit or offset the GHG emissions from its operations or to procure emission allowances or credits. Continued inaction could negatively impact the value of Exelon’s low-carbon fleet.
Under the Obama Administration, the EPA finalized its Clean Power Plan regulations to reduce GHG emissions from fossil fuel-fired power plants. Subsequently, the Trump Administration EPA proposed regulations on October 16, 2017 to repeal the CPP on the basis that the new Administration believed that the CPP rule went beyond the EPA's authority to establish a best system of emissions reduction (BSER) for existing power plants. On August 31, 2018, EPA proposed its Affordable Clean Energy rule to replace the CPP with revised emission guidelines based on heat rate improvement measures that could be achieved within the fence line of existing power plants. In June 2019, EPA issued a final rule that repealed the CPP, and finalized the Affordable Clean Energy rule. The Affordable Clean Energy rule is currently being litigated.
Given litigation uncertainty around the final Affordable Clean Energy rule, Exelon and Generation cannot predict the impacts of regulation of existing power plants, or individual state responses to developments related to final resolution of the Affordable Clean Energy rule, or how developments will impact their future financial statements.
Regional and State Climate Change Legislation and Regulation. A number of states in which Exelon operates have state and regional programs to reduce GHG emissions, including from the power sector. As the nation’s largest generator of carbon-free electricity, our fleet supports these efforts to produce safe, reliable electricity with minimal GHGs. Notably, nine northeast and mid-Atlantic states (Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New York, Rhode Island and Vermont) currently participate in the Regional Greenhouse Gas


Initiative (RGGI), which is in the process of strengthening its requirements. The program requires most fossil fuel-fired power plants 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.
In June 2019, New Jersey was accepted as a RGGI member effective January 2020. In October 2019, Governor Wolf of Pennsylvania issued an Executive Order that directed the Pennsylvania Department of Environmental Protection to begin a rulemaking process that will allow Pennsylvania to join the RGGI, with the goal of reducing carbon emissions from the electricity sector.
Many states in which Exelon subsidiaries operate also have state-specific programs to address GHGs, including from power plants. Most notable of these, besides RGGI, are through renewable and other portfolio standards. Additionally, in response to a court decision clarifying the obligations under the Global Warming Solutions Act, the Massachusetts Department of Environmental Protection in 2017 finalized regulations establishing a statewide cap on CO2 emissions from fossil fuel power plants (Massachusetts remains in RGGI as well). The effect of this new obligation and potential for market illiquidity in the early years represent a risk to Generation’s Massachusetts fossil facilities, including Medway and Mystic. At the same time, the District of Columbia is considering a plan to incorporate the cost of carbon into electricity, via consumption, as well as directly into the cost of transportation and home heating fuels. Details remain to be developed, but the specifics could have implications for Pepco’s operations.
Regardless of whether GHG regulation occurs at the local, state, or federal level, Exelon remains one of the largest, lowest-carbon electric generators in the United States, relying mainly on nuclear, natural gas, hydropower, wind, and solar. The extent that the low-carbon generating fleet will continue to be a competitive advantage for Exelon depends on resolution of the CPP and Affordable Clean Energy regulations and associated current or future litigation at the federal level, new or expanded state action on greenhouse gas emissions or direct support of clean energy technologies, including nuclear, as well as potential market reforms that value our fleet’s emission-free attributes.
Renewable and Alternative Energy Portfolio Standards
Thirty-nine states and the District of Columbia, incorporating the vast majority of Exelon operations as well as all utility operations, have adopted some form of RPS 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. Exelon's utilities comply with these various requirements through purchasing qualifying renewables, implementing efficiency programs, acquiring sufficient credits (e.g., RECs), 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. New York, Illinois and New Jersey adopted standards targeted at preserving the zero-carbon attributes of certain nuclear-powered generating facilities. Generation owns multiple facilities participating in these programs within these states. Other states in which Generation and our utilities operate are considering similar programs.
See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on renewable portfolio standards.


Information about our Executive Officers as of February 11, 2020
Exelon
NameAge
PositionPeriod
Crane, Christopher M.61
Chief Executive Officer, Exelon;2012 - Present
President, Exelon2008 - Present
Cornew, Kenneth W.54
Senior Executive Vice President and Chief Commercial Officer, Exelon;2013 - Present
President and CEO, Generation2013 - Present
Butler, Calvin G.50
Senior Executive Vice President, Exelon; Chief Executive Officer, Exelon Utilities2019 - Present
Chief Executive Officer, BGE2014 - 2019
Dominguez, Joseph57
Chief Executive Officer, ComEd2018 - Present
Executive Vice President, Governmental & Regulatory Affairs and Public Policy, Exelon2015 - 2018
Senior Vice President, Governmental & Regulatory Affairs and Public Policy, Exelon2012 - 2015
Innocenzo, Michael A.54
President and Chief Executive Officer, PECO2018 - Present
Senior Vice President and Chief Operations Officer, PECO2012 - 2018
Khouzami, Carim V.44
Chief Executive Officer, BGE2019 - Present
Senior Vice President, Chief Operating Officer, Exelon Utilities2018 - 2019
Senior Vice President, Chief Financial Officer, Exelon Utilities2016 - 2018
Senior Vice President, Chief Integration Officer, Exelon2014 - 2016
Velazquez, David M.60
President and Chief Executive Officer, PHI2016 - Present
President and Chief Executive Officer, Pepco, DPL and ACE2009 - Present
Executive Vice President, Pepco Holdings, Inc.2009 - 2016
Von Hoene Jr., William A.66
Senior Executive Vice President and Chief Strategy Officer, Exelon2012 - Present
Nigro, Joseph55
Senior Executive Vice President and Chief Financial Officer, Exelon2018 - Present
Executive Vice President, Exelon; Chief Executive Officer, Constellation2013 - 2018
Aliabadi, Paymon57
Executive Vice President and Chief Risk Officer, Exelon2013 - Present
Souza, Fabian E.49
Senior Vice President and Corporate Controller, Exelon2018 - Present
Senior Vice President and Deputy Controller, Exelon2017 - 2018
Vice President, Controller and Chief Accounting Officer, The AES Corporation2015 - 2017
Vice President, Internal Audit and Advisory Services, The AES Corporation2014 - 2015


Generation
NameAge
PositionPeriod
Cornew, Kenneth W.54
Senior Executive Vice President and Chief Commercial Officer, Exelon;2013 - Present
President and Chief Executive Officer, Generation2013 - Present
Pacilio, Michael J.59
Executive Vice President and Chief Operating Officer, Generation2015 - Present
President, Exelon Nuclear; Senior Vice President and Chief Nuclear Officer, Generation2010 - 2015
Hanson, Bryan C54
President and Chief Nuclear Officer, Exelon Nuclear; Senior Vice President, Generation2015 - Present
McHugh, James48
Executive Vice President, Exelon; Chief Executive Officer, Constellation2018 - Present
Senior Vice President, Portfolio Management & Strategy, Constellation2016 - 2018
Vice President, Portfolio Management, Constellation2012 - 2016
Barnes, John56
Senior Vice President, Generation; President, Exelon Power2018 - Present
Senior Vice President, Generation, Senior Vice President and Chief Operating Officer, Exelon Power2012 - 2018
Wright, Bryan P.53
Senior Vice President and Chief Financial Officer, Generation2013 - Present
Bauer, Matthew N.43
Vice President and Controller, Generation2016 - Present
Vice President and Controller, BGE2014 - 2016


ComEd
NameAge
PositionPeriod
Dominguez, Joseph57
Chief Executive Officer, ComEd2018 - Present
Executive Vice President, Governmental & Regulatory Affairs and Public Policy, Exelon2015 - 2018
Senior Vice President, Governmental & Regulatory Affairs and Public Policy, Exelon2012 - 2015
Donnelly, Terence R.59
President and Chief Operating Officer, ComEd2018 - Present
Executive Vice President and Chief Operating Officer, ComEd2012 - 2018
Jones, Jeanne M.40
Senior Vice President, Chief Financial Officer and Treasurer, ComEd2018 - Present
Vice President, Finance, Exelon Nuclear2014 - 2018
Park, Jane47
Senior Vice President, Customer Operations, ComEd2018 - Present
Vice President, Regulatory Policy & Strategy, ComEd2016 - 2018
Director, Business Strategy & Technology, ComEd2014 - 2016
Gomez, Veronica50
Senior Vice President, Regulatory and Energy Policy and General Counsel, ComEd2017 - Present
Vice President and Deputy General Counsel, Litigation, Exelon2012 - 2017
Washington, Melissa50
Senior Vice President, Governmental and External Affairs, ComEd2019 - Present
Vice President, Governmental and External Affairs, ComEd2019 -2019
Vice President, External Affairs and Large Customer Services, ComEd2016 - 2019
Vice President, Corporate Affairs, Exelon Business Services Company2014 - 2016
Perez, David50
Senior Vice President, Distribution Operations, ComEd2019 - Present
Vice President, Transmission and Substation, ComEd2016 - 2019
Vice President, Regional Operations, ComEd2010 - 2016
Kozel, Gerald J.47
Vice President, Controller, ComEd2013 - Present


PECO
NameAge
PositionPeriod
Innocenzo, Michael A.54
President and Chief Executive Officer, PECO2018 - Present
Senior Vice President and Chief Operations Officer, PECO2012 - 2018
McDonald, John62
Senior Vice President and Chief Operations Officer, PECO2018 - Present
Vice President, Integration, PHI2016 - 2018
Vice President, Technical Services2006 - 2016
Stefani, Robert J.45
Senior Vice President, Chief Financial Officer and Treasurer, PECO2018 - Present
Vice President, Corporate Development, Exelon2015 - 2018
Director, Corporate Development, Exelon2012 - 2015
Murphy, Elizabeth A.60
Senior Vice President, Governmental and External Affairs, PECO2016 - Present
Vice President, Governmental and External Affairs, PECO2012 - 2016
Webster Jr., Richard G.58
Vice President, Regulatory Policy and Strategy, PECO2012 - Present
Williamson, Olufunmilayo41
Senior Vice President, Customer Operations, PECO2020 - Present
Senior Vice President, Chief Commercial Risk Officer, Exelon2017 - 2020
Vice President, Commercial Risk Management, Exelon2015 - 2017
Gay, Anthony54
Vice President and General Counsel, PECO2019 - Present
Vice President, Governmental and External Affairs, PECO2016 - 2019
Associate General Counsel, Exelon2010 - 2016
Bailey, Scott A.43
Vice President and Controller, PECO2012 - Present


BGE
NameAge
PositionPeriod
Khouzami, Carim V.44
Chief Executive Officer, BGE2019 - Present
Senior Vice President, Chief Operating Officer, Exelon Utilities2018 - 2019
Senior Vice President, Chief Financial Officer, Exelon Utilities2016 - 2018
Senior Vice President, Chief Integration Officer, Exelon2014 - 2016
Woerner, Stephen J.52
President, BGE2014 - Present
Chief Operating Officer, BGE2012 - Present
Vahos, David M.47
Senior Vice President, Chief Financial Officer and Treasurer, BGE2016 - Present
Vice President, Chief Financial Officer and Treasurer, BGE2014 - 2016
Núñez, Alexander G. 48
Senior Vice President, Regulatory Affairs and Strategy, BGE2020 - Present
Senior Vice President, Regulatory and External Affairs, BGE2016 - 2020
Vice President, Governmental and External Affairs, BGE2013 - 2016
Case, Mark D.58
Vice President, Strategy and Regulatory Affairs, BGE2012 - Present
Oddoye, Rodney43
Senior Vice President, Governmental and External Affairs, BGE2020 - Present
Vice President, Customer Operations, BGE2018 - 2020
Director, Northeast Regional Electric Operations, BGE2016 - 2018
Director, Financial Operations, BGE2015 - 2016
Manager, Distribution Operations, BGE2013 - 2015
Olivier, Tamla47
Senior Vice President, Customer Operations, BGE2020 - Present
Senior Vice President, Constellation NewEnergy, Inc.2016 - 2020
VP, Human Resources, Exelon Business Services Company2012 - 2016
Corse, John59
Vice President and General Counsel, BGE2018 - Present
Associate General Counsel, Exelon2012 - 2018
Holmes, Andrew W.51
Vice President and Controller, BGE2016 - Present
Director, Generation Accounting, Exelon2013 - 2016


PHI, Pepco, DPL and ACE
NameAge
PositionPeriod
Velazquez, David M.60
President and Chief Executive Officer, PHI2016 - Present
Executive Vice President, Pepco Holdings, Inc.2009 - 2016
President and Chief Executive Officer, Pepco, DPL and ACE2009 - Present
Anthony, J. Tyler55
Senior Vice President and Chief Operating Officer, PHI, Pepco, DPL and ACE2016 - Present
Senior Vice President, Distribution Operations, ComEd2010 - 2016
Barnett, Phillip S.56
Senior Vice President, Chief Financial Officer and Treasurer, PHI, Pepco, DPL and ACE2018 - Present
Senior Vice President and Chief Financial Officer, PECO2007 - 2018
Treasurer, PECO2012 - 2018
Lavinson, Melissa50
Senior Vice President, Governmental & External Affairs, PHI, Pepco, DPL and ACE2018 - Present
Vice President, Federal Affairs and Policy and Chief Sustainability Officer, PG&E Corporation2015 - 2018
Vice President, Federal Affairs, PG&E Corporation2012 - 2015
Stark, Wendy E.47
Senior Vice President, Legal and Regulatory Strategy and General Counsel, PHI, Pepco, DPL and ACE2019 - Present
Vice President and General Counsel, PHI, Pepco DPL and ACE2016 - 2018
Deputy General Counsel, Pepco Holdings, Inc.2012 - 2016
McGowan, Kevin M.58
Vice President, Regulatory Policy and Strategy, PHI, Pepco, DPL and ACE2016 - Present
Vice President, Regulatory Affairs, Pepco Holdings, Inc.2012 - 2016
Dickens, Derrick55
Senior Vice President, Customer Operations, PHI2020 - Present
Vice President, Technical Services, BGE2016 - 2020
Director, Advanced Meter Infrastructure, PECO2012 - 2016
Aiken, Robert53
Vice President and Controller, PHI, Pepco, DPL and ACE2016 - Present
Vice President and Controller, Generation2012 - 2016
ITEM 1A.RISK FACTORS
Each of the Registrants operates in a complex market and regulatory environment that involves significant risks, many of which are beyond that Registrant’s direct control. Such risks, which could negatively affect one or more of the Registrants’ consolidated financial statements, fall primarily under the categories below:
Market and Financial Factors primarily include:
the price of fuels, in particular the price of natural gas, which affects power prices,
the generation resources in the markets in which the Registrants operate,


the demand for electricity, reliability of service and affordability in the markets where the Registrants conduct their business,
the impacts of on-going competition, and
emerging technologies and business models.
Regulatory and Legislative Factors primarily include changes to the laws and regulations that govern:
the design of power markets,
zero emission credit programs,
utility regulatory business model,
regulations and other standards,
environmental policy, and
tax policy.
Operational Factors primarily include:
changes in the global climate could produce extreme weather events, which could put the Registrant’s facilities at risk, and the effects of climate change regulation could impact the GHG emissions from the Registrant’s operations,
the safe, secure and effective operation of Generation’s nuclear facilities and the ability to effectively manage the associated decommissioning obligations,
the ability of the Registrants to maintain the reliability, resiliency and safety of their energy delivery systems, which could affect the operating costs of the Registrants and the opinions of their customers and regulators, and
the Registrants face physical and cyber security risks as the owner-operators of generation, transmission and distribution facilities and as participants in commodities trading.
There may be further risks and uncertainties that are not presently known or that are not currently believed by the Registrants to be material that could negatively affect its consolidated financial statements in the future.
Market and Financial Factors
Generation is exposed to price volatility associated with both the wholesale and retail power markets and the procurement of nuclear and fossil fuel (Exelon and Generation).
Generation is exposed to commodity price risk for the unhedged portion of its electricity generation supply portfolio. Generation’s earnings and cash flows are therefore exposed to variability of spot and forward market prices in the markets in which it operates.
Price of Fuels.The spot market price of electricity for each hour is generally determined by the marginal cost of supplying the next unit of electricity to the market during that hour. Thus, the market price of power is affected by the market price of the marginal fuel used to generate the electricity unit.
Demand and Supply.The market price for electricity is also affected by changes in the demand for electricity and the available supply of electricity. Unfavorable economic conditions, milder than normal weather, and the growth of energy efficiency and demand response programs could each depress demand. In addition, in some markets, the supply of electricity could often exceed demand during some hours of the day, resulting in loss of revenue for base-load generating plants such as Generation's nuclear plants.
Retail Competition.Generation’s retail operations compete for customers in a competitive environment, which affects the margins that Generation can earn and the volumes that it is able to serve. In periods of sustained low


natural gas and power prices and low market volatility, retail competitors can aggressively pursue market share because the barriers to entry can be low and wholesale generators (including Generation) use their retail operations to hedge generation output.
The impact of sustained low market prices or depressed demand and over-supply could be emphasized given Generation’s concentration of base-load electric generating capacity within primarily two geographic market regions, namely the Midwest and the Mid-Atlantic. These impacts could adversely affect Generation’s ability to fund regulated utility growth for the benefit of customers, reduce debt and provide attractive shareholder returns. In addition, such conditions may no longer support the continued operation of certain generating facilities, which could adversely affect Generation's financial statements primarily through accelerated depreciation and amortization expenses and one-time charges. See Note 6Early Plant Retirements of the Combined Notes to Consolidated Financial Statements for additional information.
Cost of Fuel. Generation depends on nuclear fuel and fossil fuels to operate most of its generating facilities. The supply markets for nuclear fuel, natural gas and oil are subject to price fluctuations, availability restrictions and counterparty default.
Market Designs. The wholesale markets vary from region to region with distinct rules, practices and procedures. Changes in these market rules, problems with rule implementation, or failure of any of these markets could adversely affect Generation’s business. In addition, a significant decrease in market participation could affect market liquidity and have a detrimental effect on market stability.
The Registrants are potentially affected by emerging technologies that could over time affect or transform the energy industry (All Registrants).
Some of these technologies include, but are not limited to, further development or applications of technologies related to shale gas production, renewable energy technologies, energy efficiency, distributed generation and energy storage devices. Such developments could affect the price of energy, levels of customer-owned generation, customer expectations and current business models and make portions of our electric system power supply and transmission and/or distribution facilities obsolete prior to the end of their useful lives. Such technologies could also result in further declines in commodity prices or demand for delivered energy. Each of these factors could affect the Registrants’ consolidated financial statements through, among other things, reduced operating revenues, increased operating and maintenance expenses, increased capital expenditures, and potential asset impairment charges or accelerated depreciation and decommissioning expenses over shortened remaining asset useful lives.
Market performance and other factors could decrease the value of NDT funds and employee benefit plan assets and could increase the related employee benefit plan obligations, which then could require significant additional funding (All Registrants).
Disruptions in the capital markets and their actual or perceived effects on particular businesses and the greater economy could adversely affect the value of the investments held within Generation’s NDTs and Exelon’s employee benefit plan trusts. The Registrants have significant obligations in these areas and Exelon and Generation hold substantial assets in these trusts to meet those obligations. The asset values are subject to market fluctuations and will yield uncertain returns, which could fall below the Registrants’ projected return rates. A decline in the market value of the NDT fund investments could increase Generation’s funding requirements to decommission its nuclear plants. A decline in the market value of the pension and OPEB plan assets will increase the funding requirements associated with Exelon’s pension and OPEB plan obligations. Additionally, Exelon’s pension and OPEB plan liabilities are sensitive to changes in interest rates. As interest rates decrease, the liabilities increase, potentially increasing benefit costs and funding requirements. Changes in demographics, including increased numbers of retirements or changes in life expectancy assumptions or changes to Social Security or Medicare eligibility requirements could also increase the costs and funding requirements of the obligations related to the pension and OPEB plans. See Note 9Asset Retirement Obligations and Note 14Retirement Benefits of the Combined Notes to Consolidated Financial Statements for additional information.
The Registrants could be negatively affected by unstable capital and credit markets and increased volatility in commodity markets (All Registrants).
The Registrants rely on the capital markets, particularly for publicly offered debt, as well as the banking and commercial paper markets, to meet their financial commitments and short-term liquidity needs. Disruptions in the


capital and credit markets in the United States or abroad could negatively affect the Registrants’ ability to access the capital markets or draw on their respective bank revolving credit facilities. The banks may not be able to meet their funding commitments to the Registrants if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests within a short period of time. The inability to access capital markets or credit facilities, and longer-term disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives or failures of significant financial institutions could result in the deferral of discretionary capital expenditures, Generation’s ability to hedge effectively its generation portfolio, changes to Generation’s hedging strategy in order to reduce collateral posting requirements, or a reduction in dividend payments or other discretionary uses of cash. In addition, the Registrants have exposure to worldwide financial markets, including Europe, Canada and Asia. Disruptions in these markets could reduce or restrict the Registrants’ ability to secure sufficient liquidity or secure liquidity at reasonable terms. As of December 31, 2019, approximately 23%, 19%, and 18% of the Registrants’ available credit facilities were with European, Canadian and Asian banks, respectively. See Note 16 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on the credit facilities.
The strength and depth of competition in energy markets depend heavily on active participation by multiple trading parties, which could be negatively affected by disruptions in the capital and credit markets and legislative and regulatory initiatives that could affect participants in commodities transactions. Reduced capital and liquidity and failures of significant institutions that participate in the energy markets could diminish the liquidity and competitiveness of energy markets that are important to the respective businesses of the Registrants. Perceived weaknesses in the competitive strength of the energy markets could lead to pressures for greater regulation of those markets or attempts to replace market structures with other mechanisms for the sale of power, including the requirement of long-term contracts.
If any of the Registrants were to experience a downgrade in its credit ratings to below investment grade or otherwise fail to satisfy the credit standards in its agreements with its counterparties, it would be required to provide significant amounts of collateral under its agreements with counterparties and could experience higher borrowing costs (All Registrants).
Generation’s business is subject to credit quality standards that could require market participants to post collateral for their obligations. If Generation were to be downgraded or lose its investment grade credit rating (based on its senior unsecured debt rating) or otherwise fail to satisfy the credit standards of trading counterparties, it would be required under its hedging arrangements to provide collateral in the form of letters of credit or cash, which could have a material adverse effect upon its liquidity. The amount of collateral required to be provided by Generation at any point in time depends on a variety of factors, including (1) the notional amount of the applicable hedge, (2) the nature of counterparty and related agreements, and (3) changes in power or other commodity prices. In addition, if Generation were downgraded, it could experience higher borrowing costs as a result of the downgrade.  Changes in ratings methodologies by the credit rating agencies could also have a negative impact on the ratings of Generation.
Generation has project-specific financing arrangements and must meet the requirements of various agreements relating to those financings.  Failure to meet those arrangements could give rise to a project-specific financing default which, if not cured or waived, could result in the specific project being required to repay the associated debt or other borrowings earlier than otherwise anticipated, and if such repayment were not made, the lenders or security holders would generally have broad remedies, including rights to foreclose against the project assets and related collateral or to force the Exelon subsidiaries in the project-specific financings to enter into bankruptcy proceedings. The impact of bankruptcy could result in the impairment of certain project assets.
The Utility Registrants' operating agreements with PJM and PECO's, BGE's and DPL's natural gas procurement contracts contain collateral provisions that are affected by their credit rating and market prices. If certain wholesale market conditions were to exist and the Utility Registrants were to lose their investment grade credit ratings (based on their senior unsecured debt ratings), they would be required to provide collateral in the forms of letters of credit or cash, which could have a material adverse effect upon their remaining sources of liquidity. PJM collateral posting requirements will generally increase as market prices rise and decrease as market prices fall. Collateral posting requirements for PECO, BGE and DPL, with respect to their natural gas supply contracts, will generally increase as forward market prices fall and decrease as forward market prices rise. If the Utility Registrants were downgraded, they could experience higher borrowing costs as a result of the downgrade. In addition, changes in ratings methodologies by the agencies could also have an adverse negative impact on the ratings of the Utility Registrants.


The Utility Registrants conduct their respective businesses and operate under governance models and other arrangements and procedures intended to assure that the Utility Registrants are treated as separate, independent companies, distinct from Exelon and other Exelon subsidiaries in order to isolate the Utility Registrants from Exelon and other Exelon subsidiaries in the event of financial difficulty at Exelon or another Exelon subsidiary. These measures (commonly referred to as “ring-fencing”) could help avoid or limit a downgrade in the credit ratings of the Utility Registrants in the event of a reduction in the credit rating of Exelon. Despite these ring-fencing measures, the credit ratings of the Utility Registrants could remain linked, to some degree, to the credit ratings of Exelon. Consequently, a reduction in the credit rating of Exelon could result in a reduction of the credit rating of some or all of the Utility Registrants. A reduction in the credit rating of a Utility Registrant could have a material adverse effect on the Utility Registrant.
See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Liquidity and Capital Resources — Credit Matters — Market Conditions and Security Ratings for additional information regarding the potential impacts of credit downgrades on the Registrants’ cash flows.
Generation’s risk management policies cannot fully eliminate the risk associated with its commodity trading activities (Exelon and Generation).
Generation’s asset-based power position as well as its power marketing, fuel procurement and other commodity trading activities expose Generation to risks of commodity price movements. Generation buys and sells energy and other products and enters into financial contracts to manage risk and hedge various positions in Generation’s power generation portfolio. Generation is exposed to volatility in financial results for unhedged positions as well as the risk of ineffective hedges. Generation attempts to manage this exposure through enforcement of established risk limits and risk management procedures. These risk limits and risk management procedures may not work as planned and cannot eliminate all risks associated with these activities. Even when its policies and procedures are followed, and decisions are made based on projections and estimates of future performance, results of operations could be diminished if the judgments and assumptions underlying those decisions prove to be incorrect. Factors, such as future prices and demand for power and other energy-related commodities, become more difficult to predict and the calculations become less reliable the further into the future estimates are made. As a result, Generation cannot predict the impact that its commodity trading activities and risk management decisions could have on its consolidated financial statements.
Financial performance and load requirements could be negatively affected if Generation is unable to effectively manage its power portfolio (Exelon and Generation).
A significant portion of Generation’s power portfolio is used to provide power under procurement contracts with the Utility Registrants and other customers. To the extent portions of the power portfolio are not needed for that purpose, Generation’s output is sold in the wholesale power markets. To the extent its power portfolio is not sufficient to meet the requirements of its customers under the related agreements, Generation must purchase power in the wholesale power markets. Generation’s financial results could be negatively affected if it is unable to cost-effectively meet the load requirements of its customers, manage its power portfolio or effectively address the changes in the wholesale power markets.
The impacts of significant economic downturns or increases in customer rates, could lead to decreased volumes delivered and increased expense for uncollectible customer balances (All Registrants).
The impacts of significant economic downturns on the Utility Registrants' customers, such as less demand for products and services provided by commercial and industrial customers, and the related regulatory limitations on residential service terminations, could result in an increase in the number of uncollectible customer balances. Further, increases in customer rates, including those related to increases in purchased power and natural gas prices, could result in declines in customer usage and lower revenues for the Utility Registrants that do not have decoupling mechanisms.
Generation's customer-facing energy delivery activities face similar economic downturn risks, such as lower volumes sold and increased expense for uncollectible customer balances.
See ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK for additional information of the Registrants’ credit risk.


The Registrants could be negatively affected by the impacts of weather (All Registrants).
Weather conditions directly influence the demand for electricity and natural gas and affect the price of energy commodities. Temperatures above normal levels in the summer tend to increase summer cooling electricity demand and revenues, and temperatures below normal levels in the winter tend to increase winter heating electricity and gas demand and revenues. Moderate temperatures adversely affect the usage of energy and resulting revenues at PECO, DPL Delaware and ACE. Due to revenue decoupling, BGE, Pepco and DPL Maryland recognize revenues at MDPSC and DCPSC-approved levels per customer, regardless of what actual distribution volumes are for a billing period and are not affected by actual weather with the exception of major storms. ComEd’s customer rates are adjusted to eliminate the favorable and unfavorable impacts of weather and customer usage patterns on distribution revenue.
Extreme weather conditions or damage resulting from storms could stress the Utility Registrants' transmission and distribution systems, communication systems and technology, resulting in increased maintenance and capital costs and limiting each company’s ability to meet peak customer demand. First and third quarter financial results, in particular, are substantially dependent on weather conditions, and could make period comparisons less relevant.
Generation’s operations are also affected by weather, which affects demand for electricity as well as operating conditions. To the extent that weather is warmer in the summer or colder in the winter than assumed, Generation could require greater resources to meet its contractual commitments. Extreme weather conditions or storms could affect the availability of generation and its transmission, limiting Generation’s ability to source or send power to where it is sold. In addition, drought-like conditions limiting water usage could impact Generation’s ability to run certain generating assets at full capacity. These conditions, which cannot be accurately predicted, could cause Generation to seek additional capacity at a time when wholesale markets are tight or to seek to sell excess capacity at a time when markets are weak.
Long-lived assets, goodwill and other assets could become impaired (All Registrants).
Long-lived assets represent the single largest asset class on the Registrants’ statements of financial position. In addition, Exelon, ComEd and PHI have material goodwill balances.
The Registrants evaluate the recoverability of the carrying value of long-lived assets to be held and used whenever events or circumstances indicating a potential impairment exist. Factors such as, but not limited to, the business climate, including current and future energy and market conditions, environmental regulation, and the condition of assets are considered.
ComEd and PHI perform an assessment for possible impairment of their goodwill at least annually or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting units below their carrying amount. Regulatory actions or changes in significant assumptions, including discount and growth rates, utility sector market performance and transactions, projected operating and capital cash flows for ComEd’s, Pepco’s, DPL’s, and ACE’s business, and the fair value of debt, could potentially result in future impairments of Exelon’s, PHI’s, and ComEd’s goodwill.
An impairment would require the Registrants to reduce the carrying value of the long-lived asset or goodwill to fair value through a non-cash charge to expense by the amount of the impairment. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Critical Accounting Policies and Estimates, Note 7Property, Plant and Equipment, Note 11Asset Impairments and Note 12Intangible Assets of the Combined Notes to the Consolidated Financial Statements for additional information on long-lived asset and goodwill impairments.
The Registrants could incur substantial costs in the event of non-performance by third-parties under indemnification agreements, or when the Registrants have guaranteed their performance. Generation is exposed to other credit risks in the power markets that are beyond its control (All Registrants).
The Registrants have entered into various agreements with counterparties that require those counterparties to reimburse a Registrant and hold it harmless against specified obligations and claims. To the extent that any of these counterparties are affected by deterioration in their creditworthiness or the agreements are otherwise determined to be unenforceable, the affected Registrant could be held responsible for the obligations. Each of the Utility


Registrants has transferred its former generation business to a third party and in each case the transferee has agreed to assume certain obligations and to indemnify the applicable Utility Registrant for such obligations. In connection with the restructurings under which ComEd, PECO and BGE transferred their generating assets to Generation, Generation assumed certain of ComEd’s, PECO’s and BGE's rights and obligations with respect to their former generation businesses. Further, ComEd, PECO and BGE have entered into agreements with third parties under which the third-party agreed to indemnify ComEd, PECO or BGE for certain obligations related to their respective former generation businesses that have been assumed by Generation as part of the restructuring. If the third-party, Generation or the transferee of Pepco's, DPL's or ACE’s generation facilities experienced events that reduced its creditworthiness or the indemnity arrangement became unenforceable, the applicable Utility Registrant could be liable for any existing or future claims. In addition, the Utility Registrants have residual liability under certain laws in connection with their former generation facilities.
The Registrants have issued indemnities to third parties regarding environmental or other matters in connection with purchases and sales of assets and a Registrant could incur substantial costs to fulfill its obligations under these indemnities.
The Registrants have issued guarantees of the performance of third parties, which obligate the Registrant to perform in the event that the third parties do not perform. In the event of non-performance by those third parties, a Registrant could incur substantial cost to fulfill its obligations under these guarantees.
In the bilateral markets, Generation is exposed to the risk that counterparties that owe Generation money or are obligated to purchase energy or fuel from Generation, will not perform under their obligations for operational or financial reasons. In the event the counterparties to these arrangements fail to perform, Generation could be forced to purchase or sell energy or fuel in the wholesale markets at less favorable prices and incur additional losses, to the extent of amounts, if any, were already paid to the counterparties. In the spot markets, Generation is exposed to risk as a result of default sharing mechanisms that exist within certain markets, primarily RTOs and ISOs. Generation is also a party to agreements with entities in the energy sector that have experienced rating downgrades or other financial difficulties. In addition, Generation’s retail sales subject it to credit risk through competitive electricity and natural gas supply activities to serve commercial and industrial companies, governmental entities and residential customers. Retail credit risk results when customers default on their contractual obligations. This risk represents the loss that could be incurred due to the nonpayment of a customer’s account balance, as well as the loss from the resale of energy previously committed to serve the customer.
Regulatory and Legislative Factors
Federal or state legislative or regulatory actions could negatively affect the scope and functioning of the wholesale markets (Exelon and Generation).
Approximately 70% of Generation’s generating resources, which include directly owned assets and capacity obtained through long-term contracts, are located in the area encompassed by PJM. Generation’s future results of operations are impacted by (1) FERC’s and PJM's support for policies that favor the preservation of competitive wholesale power markets and recognize the value of zero-carbon electricity and resiliency and for states' energy objectives and policies (2) the absence of material changes to market structures that would limit or otherwise negatively affect Exelon or Generation. Generation could also be affected by state laws, regulations or initiatives to subsidize existing or new generation.
FERC’s requirements for market-based rate authority could pose a risk that Generation may no longer satisfy FERC’s tests for market-based rates.
The Registrants’ are highly regulated and could be negatively affected by regulatory and legislative actions (All Registrants).
Substantially all aspects of the businesses of the Registrants are subject to comprehensive Federal or state regulation and legislation.
Generation’s consolidated financial statements are significantly affected by its sales and purchases of commodities at market-based rates, as opposed to cost-based or other similarly regulated rates and Federal and state regulatory and legislative developments related to emissions, climate change, capacity market mitigation, energy price information, resilience, fuel diversity and RPS. Legislative and regulatory efforts in Illinois, New York and New Jersey


to preserve the environmental attributes and reliability benefits of zero-emission nuclear-powered generating facilities through ZEC programs are or could be subject to legal and regulatory challenges and, if overturned, could result in the early retirement of certain of Generation’s nuclear plants. See Note 3Regulatory Matters and Note 6Early Plant Retirements of the Combined Notes to Consolidated Financial Statements for additional information.
The Utility Registrants' consolidated financial statements are heavily dependent on the ability of the Utility Registrants to recover their costs for the retail purchase and distribution of power and natural gas to their customers.
Fundamental changes in regulations or other adverse legislative actions affecting the Registrants’ businesses would require changes in their business planning models and operations. The Registrants cannot predict when or whether legislative and regulatory proposals could become law or what their effect will be on the Registrants.
Changes in the Utility Registrants' respective terms and conditions of service, including their respective rates, are subject to regulatory approval proceedings and/or negotiated settlements that are at times contentious, lengthy and subject to appeal, which lead to uncertainty as to the ultimate result and which could introduce time delays in effectuating rate changes (Exelon and the Utility Registrants).
The Utility Registrants are required to engage in regulatory approval proceedings as a part of the process of establishing the terms and rates for their respective services. These proceedings typically involve multiple parties, including governmental bodies and officials, consumer advocacy groups and various consumers of energy, who have differing concerns but who have the common objective of limiting rate increases or even reducing rates. Decisions are subject to appeal, potentially leading to additional uncertainty associated with the approval proceedings. The potential duration of such proceedings creates a risk that rates ultimately approved by the applicable regulatory body may not be sufficient for a Utility Registrant to recover its costs by the time the rates become effective. Established rates are also subject to subsequent prudency reviews by state regulators, whereby various portions of rates could be adjusted, subject to refund or disallowed, including recovery mechanisms for costs associated with the procurement of electricity or gas, bad debt, MGP remediation, smart grid infrastructure, and energy efficiency and demand response programs. In certain instances, the Utility Registrants could agree to negotiated settlements related to various rate matters, customer initiatives or franchise agreements. These settlements are subject to regulatory approval. The ultimate outcome and timing of regulatory rate proceedings have a significant effect on the ability of the Utility Registrants to recover their costs or earn an adequate return. See Note 3Regulatory Matters of the Combined Notes to the Consolidated Financial Statements for additional information.
NRC actions could negatively affect the operations and profitability of Generation’s nuclear generating fleet (Exelon and Generation).
Regulatory risk.A change in the Atomic Energy Act or the applicable regulations or licenses could require a substantial increase in capital expenditures or could result in increased operating or decommissioning costs. Events at nuclear plants owned by others, as well as those owned by Generation, could cause the NRC to initiate such actions.
Spent nuclear fuel storage.The approval of a national repository for the storage of SNF and the timing of such facility opening, will significantly affect the costs associated with storage of SNF, and the ultimate amounts received from the DOE to reimburse Generation for these costs.
Any regulatory action relating to the timing and availability of a repository for SNF could adversely affect Generation’s ability to decommission fully its nuclear units. Generation cannot predict what, if any, fee may be established in the future for SNF disposal. See Note 18Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information on the SNF obligation.
The Registrants could be subject to higher costs and/or penalties related to mandatory reliability standards, including the likely exposure of the Utility Registrants to the results of PJM’s RTEP and NERC compliance requirements (All Registrants).
The Registrants as users, owners and operators of the bulk power transmission system, including Generation and the Utility Registrants, are subject to mandatory reliability standards promulgated by NERC and enforced by FERC.


PECO, BGE and DPL as operators of natural gas distribution systems, PECO, BGE and DPL are also subject to mandatory reliability standards of the U.S. Department of Transportation. The standards are based on the functions that need to be performed to ensure the bulk power system operates reliably and are guided by reliability and market interface principles. Compliance with or changes in the reliability standards could subject the Registrants to higher operating costs and/or increased capital expenditures. In addition, the ICC, PAPUC, MDPSC, DCPSC, DPSC and NJBPU impose certain distribution reliability standards on the Utility Registrants. If the Registrants were found not to be in compliance with the Federal and State mandatory reliability standards, they could be subject to remediation costs as well as sanctions, which could include substantial monetary penalties.
The Registrants could incur substantial costs to fulfill their obligations related to environmental and other matters (All Registrants).
The businesses which the Registrants operate are subject to extensive environmental regulation and legislation by local, state and Federal authorities. These laws and regulations affect the manner in which the Registrants conduct their operations and make capital expenditures including how they handle air and water emissions and solid waste disposal. Violations of these emission and disposal requirements could subject the Registrants to enforcement actions, capital expenditures to bring existing facilities into compliance, additional operating costs for remediation and clean-up costs, civil penalties and exposure to third parties’ claims for alleged health or property damages or operating restrictions to achieve compliance. In addition, the Registrants are subject to liability under these laws for the remediation costs for environmental contamination of property now or formerly owned by the Registrants and of property contaminated by hazardous substances they generate. Remediation activities associated with MGP operations conducted by predecessor companies are one component of such costs. Also, the Registrants are currently involved in a number of proceedings relating to sites where hazardous substances have been deposited and could be subject to additional proceedings in the future.
If application of Section 316(b) of the Clean Water Act, which establishes a national requirement for reducing the adverse impacts to aquatic organisms at existing generating stations, requires the retrofitting of cooling water intake structures at Salem or other Exelon power plants, this development could result in material costs of compliance. See ITEM 1. BUSINESS — Environmental Regulation for additional information.
The Registrants could be negatively affected by challenges to tax positions taken, tax law changes and the inherent difficulty in quantifying potential tax effects of business decisions. (All Registrants).
The Registrants are required to make judgments in order to estimate their obligations to taxing authorities. These tax obligations include income, real estate, sales and use and employment-related taxes and ongoing appeal issues related to these tax matters. These judgments include reserves established for potential adverse outcomes regarding tax positions that have been taken that could be subject to challenge by the tax authorities. See Note 1Significant Accounting Policies and Note 13Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information.
The Registrants could be negatively affected by federal and state RPS and/or energy conservation legislation, along with energy conservation by customers (All Registrants).
Changes to current state legislation or the development of Federal legislation that requires the use of clean, renewable and alternate fuel sources could significantly impact Generation and the Utility Registrants, especially if timely cost recovery is not allowed for Utility Registrants. The impact could include increased costs and increased rates for customers.
Federal and state legislation mandating the implementation of energy conservation programs that require the implementation of new technologies, such as smart meters and smart grid, could increase capital expenditures and could significantly impact the Utility Registrants consolidated financial statements if timely cost recovery is not allowed. Furthermore, regulated energy consumption reduction targets and declines in customer energy consumption resulting from the implementation of new energy conservation technologies could lead to a decline in the revenues of the Registrants. See ITEM 1. BUSINESS — Environmental Regulation — Renewable and Alternative Energy Portfolio Standards for additional information.


Generation’s affiliation with the Utility Registrants, together with the presence of a substantial percentage of Generation’s physical asset base within the Utility Registrants' service territories, could increase Generation’s cost of doing business to the extent future complaints or challenges regarding the Utility Registrants' retail rates result in settlements or legislative or regulatory requirements funded in part by Generation (Exelon and Generation).
Generation has significant generating resources within the service areas of the Utility Registrants and makes significant sales to each of them. Those facts tend to cause Generation to be directly affected by developments in those markets. Government officials, legislators and advocacy groups are aware of Generation’s affiliation with the Utility Registrants and its sales to each of them. In periods of rising utility rates, particularly when driven by increased costs of energy production and supply, those officials and advocacy groups could question or challenge costs and transactions incurred by the Utility Registrants with Generation, irrespective of any previous regulatory processes or approvals underlying those transactions. These challenges could increase the time, complexity and cost of the associated regulatory proceedings, and the occurrence of such challenges could subject Generation to a level of scrutiny not faced by other unaffiliated competitors in those markets. In addition, government officials and legislators could seek ways to force Generation to contribute to efforts to mitigate potential or actual rate increases, through measures such as generation-based taxes.
The Registrants could be subject to adverse publicity and reputational risks, which make them vulnerable to negative customer perception and could lead to increased regulatory oversight or other consequences (All Registrants).
The Registrants could be the subject of public criticism. Adverse publicity of this nature could render public service commissions and other regulatory and legislative authorities less likely to view energy companies such as Exelon and its subsidiaries in a favorable light, and could cause Exelon and its subsidiaries to be susceptible to less favorable legislative and regulatory outcomes, as well as increased regulatory oversight and more stringent legislative or regulatory requirements (e.g. disallowances of costs, lower ROEs).
Legal proceedings could result in a negative outcome, which the Registrants cannot predict (All Registrants).
The Registrants are involved in legal proceedings, claims and litigation arising out of their business operations. The material ones are summarized in Note 18Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements. Adverse outcomes in these proceedings could require significant expenditures, result in lost revenue or restrict existing business activities.
Generation’s financial performance could be negatively affected by risks arising from its ownership and operation of hydroelectric facilities (Exelon and Generation).
FERC has the exclusive authority to license most non-Federal hydropower projects located on navigable waterways, Federal lands or connected to the interstate electric grid. Generation cannot predict whether it will receive all the regulatory approvals for the renewed licenses of its hydroelectric facilities. If FERC does not issue new operating licenses for Generation’s hydroelectric facilities or a station cannot be operated through the end of its operating license, Generation’s results of operations could be adversely affected by increased depreciation rates and accelerated future decommissioning costs, since depreciation rates and decommissioning cost estimates currently include assumptions that license renewal will be received. Generation could also lose revenue and incur increased fuel and purchased power expense to meet supply commitments. In addition, conditions could be imposed as part of the license renewal process that could adversely affect operations, could require a substantial increase in capital expenditures, could result in increased operating costs or could render the project uneconomic. Similar effects could result from a change in the Federal Power Act or the applicable regulations due to events at hydroelectric facilities owned by others, as well as those owned by Generation.
Exelon and ComEd have received requests for information related to government investigations. The outcome of the investigations could have a material adverse effect on their reputation and consolidated financial statements (Exelon and ComEd).
Exelon and ComEd received a grand jury subpoena in the second quarter of 2019 from the U.S. Attorney’s Office for the Northern District of Illinois requiring production of information concerning their lobbying activities in the state


of Illinois. On October 4, 2019, Exelon and ComEd received a second grand jury subpoena from the U.S. Attorney’s Office for the Northern District of Illinois requiring production of records of any communications with certain individuals and entities. On October 22, 2019, the SEC notified Exelon and ComEd that it has also opened an investigation into their lobbying activities. Exelon and ComEd have cooperated fully, including by providing additional information requested by the U.S. Attorney’s Office and the SEC, and intend to continue to cooperate fully and expeditiously with the U.S. Attorney’s Office and the SEC. The outcome of the U.S. Attorney’s Office and SEC investigations cannot be predicted and could subject Exelon and ComEd to criminal or civil penalties, sanctions or other remedial measures.  Any of the foregoing, as well as the appearance of non-compliance with anti-corruption and anti-bribery laws, could have an adverse impact on Exelon’s and ComEd’s reputation or relationship with regulatory and legislative authorities, customers and other stakeholders, as well as their consolidated financial statements. 
Operational Factors
The Registrants are subject to risks associated with climate change (All Registrants).
Physical plants could be placed at greater risk of damage should changes in the global climate produce unusual variations in temperature and weather patterns, resulting in more intense, frequent and extreme weather events, unprecedented levels of precipitation and a change in sea level. The Registrants’ operate in the Midwest and East Coast of the United States, areas that historically have been prone to various types of severe weather events, such that the Registrants have well developed response and recovery programs based on these historical events. Still disruption or failure of electric generation, transmission or distribution systems or natural gas production, transmission, storage or distribution systems in the event of a hurricane, tornado or other severe weather event, or otherwise, could prevent the Registrants from operating their business in the normal course.
The Registrants are considering ways to address the effect of GHG emissions on climate change. If carbon reduction regulation or legislation becomes effective, the Registrants could incur costs either to limit further the GHG emissions from their operations or to procure emission allowance credits for Generation’s fossil fuel-fired generation. See ITEM 1. BUSINESS — Global Climate Change.
Generation’s financial performance could be negatively affected by matters arising from its ownership and operation of nuclear facilities (Exelon and Generation).
Nuclear capacity factors.Capacity factors for nuclear generating units, significantly affect Generation’s results of operations. Lower capacity factors could decrease Generation’s revenues and increase operating costs by requiring Generation to produce additional energy from primarily its fossil facilities or purchase additional energy in the spot or forward markets in order to satisfy Generation’s obligations to committed third-party sales, including the Utility Registrants. These sources generally have higher costs than Generation incurs to produce energy from its nuclear stations.
Nuclear refueling outages.In general, refueling outages are planned to occur once every 18 to 24 months. The total number of refueling outages, along with their duration, could have a significant impact on Generation’s results of operations. When refueling outages last longer than anticipated or Generation experiences unplanned outages, capacity factors decrease, and Generation faces lower margins due to higher energy replacement costs and/or lower energy sales and higher operating and maintenance costs.
Nuclear fuel quality.The quality of nuclear fuel utilized by Generation could affect the efficiency and costs of Generation’s operations. Remediation actions could result in increased costs due to accelerated fuel amortization, increased outage costs and/or increased costs due to decreased generation capabilities.
Operational risk.Operations at any of Generation’s nuclear generation plants could degrade to the point where Generation must shut down the plant or operate at less than full capacity. If this were to happen, identifying and correcting the causes could require significant time and expense. Generation could choose to close a plant rather than incur the expense of restarting it or returning the plant to full capacity. In either event, Generation could lose revenue and incur increased fuel and purchased power expense to meet supply commitments.
For plants operated but not wholly owned by Generation, Generation could also incur liability to the co-owners. For nuclear plants not operated and not wholly owned by Generation, from which Generation receives a portion of the plants’ output, Generation’s results of operations are dependent on the operational performance of the operators and could be adversely affected by a significant event at those plants. Additionally, poor operating performance at


nuclear plants not owned by Generation could result in increased regulation and reduced public support for nuclear-fueled energy. In addition, closure of generating plants owned by others, or extended interruptions of generating plants or failure of transmission lines, could affect transmission systems that could adversely affect the sale and delivery of electricity in markets served by Generation.
Nuclear major incident risk and insurance.The consequences of a major incident could be severe and include loss of life and property damage. Any resulting liability from a nuclear plant major incident within the United States, owned or operated by Generation or owned by others, could exceed Generation’s resources, including insurance coverage. Generation is a member of an industry mutual insurance company, NEIL, which provides property and business interruption insurance for Generation’s nuclear operations. Uninsured losses and other expenses, to the extent not recovered from insurers or the nuclear industry, could be borne by Generation. Additionally, an accident or other significant event at a nuclear plant within the United States or abroad, whether owned Generation or others, could result in increased regulation and reduced public support for nuclear-fueled energy.
As required by the Price-Anderson Act, Generation carries the maximum available amount of nuclear liability insurance, $450 million for each operating site. Claims exceeding that amount are covered through mandatory participation in a financial protection pool. In addition, the U.S. Congress could impose revenue-raising measures on the nuclear industry to pay claims exceeding the $13.9 billion limit for a single incident.
See Note 18Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information of nuclear insurance.
Decommissioning obligation and funding.NRC regulations require that licensees of nuclear generating facilities demonstrate reasonable assurance that funds will be available in certain minimum amounts at the end of the life of the facility to decommission the facility.
Generation recognizes as a liability the present value of the estimated future costs to decommission its nuclear facilities. The estimated liability is based on assumptions in the approach and timing of decommissioning the nuclear facilities, estimation of decommissioning costs and Federal and state regulatory requirements. The costs of such decommissioning may substantially exceed such liability, as facts, circumstances or our estimates may change, including changes in the approach and timing of decommissioning activities, changes in decommissioning costs, changes in Federal or state regulatory requirements on the decommissioning of such facilities, other changes in our estimates or Generation’s ability to effectively execute on its planned decommissioning activities.
Generation makes contributions to certain trust funds of the former PECO units based on amounts being collected by PECO from its customers and remitted to Generation. While Generation, through PECO, has recourse to collect additional amounts from PECO customers (subject to certain limitations and thresholds), it has no recourse to collect additional amounts from utility customers for any of its other nuclear units if there is a shortfall of funds necessary for decommissioning. If circumstances changed such that Generation would be unable to continue to make contributions to the trust funds of the former PECO units based on amounts collected from PECO customers, or if Generation no longer had recourse to collect additional amounts from PECO customers if there was a shortfall of funds for decommissioning, the adequacy of the trust funds related to the former PECO units could be negatively affected.
Should the expected value of the NDT fund for any former ComEd unit fall below the amount of the expected decommissioning obligation for that unit, the accounting to offset decommissioning-related activities in the Consolidated Statement of Operations and Comprehensive Income for that unit would be discontinued, the decommissioning-related activities would be recognized in the Consolidated Statements of Operations and Comprehensive Income and the adverse impact to Exelon’s and Generation’s financial statements could be material. Any changes to the PECO regulatory agreements could impact Exelon’s and Generation’s ability to offset decommissioning-related activities within the Consolidated Statement of Operations and Comprehensive Income, and the impact to Exelon’s and Generation’s financial statements could be material.
Forecasting trust fund investment earnings and costs to decommission nuclear generating stations requires significant judgment, and actual results could differ significantly from current estimates. If the investments held by Generation’s NDTs are not sufficient to fund the decommissioning of Generation’s nuclear units, Generation could be required to take steps, such as providing financial guarantees through letters of credit or parent company guarantees or making additional contributions to the trusts, which could be significant, to ensure that the trusts are adequately funded and that current and future NRC minimum funding requirements are met.


See Note 9Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information.
The Utility Registrants' operating costs are affected by their ability to maintain the availability and reliability of their delivery and operational systems (Exelon and the Utility Registrants).
Failures of the equipment or facilities used in the Utility Registrants' delivery systems could interrupt the electric transmission and electric and natural gas delivery, which could result in a loss of revenues and an increase in maintenance and capital expenditures. Equipment or facilities failures can be due to a number of factors, including natural causes such as weather or information systems failure. Specifically, if the implementation of advanced metering infrastructure, smart grid or other technologies in the Utility Registrants' service territory fail to perform as intended or are not successfully integrated with billing and other information systems, or if any of the financial, accounting, or other data processing systems fail or have other significant shortcomings, the Utility Registrants' financial results could be negatively impacted. In addition, dependence upon automated systems could further increase the risk that operational system flaws or internal and/or external tampering or manipulation of those systems will result in losses that are difficult to detect.
Regulated utilities, which are required to provide service to all customers within their service territory, have generally been afforded liability protections against claims by customers relating to failure of service. Under Illinois law, however, ComEd could be required to pay damages to its customers in some circumstances involving extended outages affecting large numbers of its customers, which could be material.
The Registrants are subject to physical security and cybersecurity risks (All Registrants).
The Registrants face physical security and cybersecurity risks. Threat sources continue to seek to exploit potential vulnerabilities in the electric and natural gas utility industry associated with protection of sensitive and confidential information, grid infrastructure and other energy infrastructures, and such attacks and disruptions, both physical and cyber, are becoming increasingly sophisticated and dynamic. Continued implementation of advanced digital technologies increases the potentially unfavorable impacts of such attacks. A security breach of the physical assets or information systems of the Registrants, their competitors, vendors, business partners and interconnected entities in RTOs and ISOs, or regulators could impact the operation of the generation fleet and/or reliability of the transmission and distribution system or result in the theft or inappropriate release of certain types of information, including critical infrastructure information, sensitive customer, vendor and employee data, trading or other confidential data. The risk of these system-related events and security breaches occurring continues to intensify, and while the Registrants have been, and will likely continue to be, subjected to physical and cyber-attacks, to date none has directly experienced a material breach or disruption to its network or information systems or our service operations. However, as such attacks continue to increase in sophistication and frequency, the Registrants may be unable to prevent all such attacks in the future. If a significant breach were to occur, the reputation of the Registrants could be negatively affected, customer confidence in the Registrants or others in the industry could be diminished, or the Registrants could be subject to legal claims, loss of revenues, increased costs or operations shutdown. Moreover, the amount and scope of insurance maintained against losses resulting from any such events or security breaches may not be sufficient to cover losses or otherwise adequately compensate for any disruptions to business that could result.
The Utility Registrants' deployment of smart meters throughout their service territories could increase the risk of damage from an intentional disruption of the system by third parties.
In addition, new or updated security regulations or unforeseen threat sources could require changes in current measures taken by the Registrants or their business operations and could adversely affect their consolidated financial statements.
The Registrants’ employees, contractors, customers and the general public could be exposed to a risk of injury due to the nature of the energy industry (All Registrants).
Employees and contractors throughout the organization work in, and customers and the general public could be exposed to, potentially dangerous environments near the Registrants’ operations. As a result, employees, contractors, customers and the general public are at some risk for serious injury, including loss of life. These risks include nuclear accidents, dam failure, gas explosions, pole strikes and electric contact cases.


Natural disasters, war, acts and threats of terrorism, pandemic and other significant events could negatively impact the Registrants' results of operations, their ability to raise capital and their future growth (All Registrants).
Generation’s fleet of power plants and the Utility Registrants' distribution and transmission infrastructures could be affected by natural disasters and extreme weather events, which could result in increased costs, including supply chain costs. An extreme weather event within the Registrants’ service areas can also directly affect their capital assets, causing disruption in service to customers due to downed wires and poles or damage to other operating equipment. Natural disasters and other significant events increase the risk to Generation that the NRC or other regulatory or legislative bodies could change the laws or regulations governing, among other things, operations, maintenance, licensed lives, decommissioning, SNF storage, insurance, emergency planning, security and environmental and radiological matters. In addition, natural disasters could affect the availability of a secure and economical supply of water in some locations, which is essential for Generation’s continued operation, particularly the cooling of generating units.
The impact that potential terrorist attacks could have on the industry and on Exelon is uncertain. The Registrants face a risk that their operations would be direct targets or indirect casualties of an act of terror. Any retaliatory military strikes or sustained military campaign could affect their operations in unpredictable ways, such as changes in insurance markets and disruptions of fuel supplies and markets, particularly oil. Furthermore, these catastrophic events could compromise the physical or cybersecurity of Exelon’s facilities, which could adversely affect Exelon’s ability to manage its business effectively. Instability in the financial markets as a result of terrorism, war, natural disasters, pandemic, credit crises, recession or other factors also could result in a decline in energy consumption or interruption of fuel or the supply chain. In addition, the implementation of security guidelines and measures has resulted in and is expected to continue to result in increased costs.
The Registrants could be significantly affected by the outbreak of a pandemic. Exelon has plans in place to respond to a pandemic. However, depending on the severity of a pandemic and the resulting impacts to workforce and other resource availability, the ability to operate Exelon's generating and transmission and distribution assets could be affected.
In addition, Exelon maintains a level of insurance coverage consistent with industry practices against property, casualty and cybersecurity losses subject to unforeseen occurrences or catastrophic events that could damage or destroy assets or interrupt operations. However, there can be no assurance that the amount of insurance will be adequate to address such property and casualty losses.
The Registrants’ businesses are capital intensive, and their assets could require significant expenditures to maintain and are subject to operational failure, which could result in potential liability (All Registrants).
The Registrants’ businesses are capital intensive and require significant investments by Generation in electric generating facilities and by the Utility Registrants in transmission and distribution infrastructure projects. Equipment, even if maintained in accordance with good utility practices, is subject to operational failure, including events that are beyond the Registrants’ control, and could require significant expenditures to operate efficiently. The Registrants consolidated financial statements could be negatively affected if they were unable to effectively manage their capital projects or raise the necessary capital. See ITEM 1. BUSINESS for additional information regarding the Registrants’ potential future capital expenditures.
The Utility Registrants' respective ability to deliver electricity, their operating costs and their capital expenditures could be negatively impacted by transmission congestion and failures of neighboring transmission systems (Exelon and the Utility Registrants).
Demand for electricity within the Utility Registrants' service areas could stress available transmission capacity requiring alternative routing or curtailment of electricity usage. Also, insufficient availability of electric supply to meet customer demand could jeopardize the Utility Registrants' ability to comply with reliability standards and strain customer and regulatory agency relationships. As with all utilities, potential concerns over transmission capacity or generation facility retirements could result in PJM or FERC requiring the Utility Registrants to upgrade or expand their respective transmission systems through additional capital expenditures.


PJM’s systems and operations are designed to ensure the reliable operation of the transmission grid and prevent the operations of one utility from having an adverse impact on the operations of the other utilities. However, service interruptions at other utilities may cause interruptions in the Utility Registrants’ service areas.
The Registrants consolidated financial statements could be negatively affected if they fail to attract and retain an appropriately qualified workforce (All Registrants).
Certain events, such as an employee strike, loss of contract resources due to a major event, and an aging workforce without appropriate replacements, could lead to operating challenges and increased costs for the Registrants. The challenges include lack of resources, loss of knowledge and a lengthy time period associated with skill development. In this case, costs, including costs for contractors to replace employees, productivity costs and safety costs, could arise. The Registrants are particularly affected due to the specialized knowledge required of the technical and support employees for their generation, transmission and distribution operations.
The Registrants could make acquisitions or investments in new business initiatives and new markets, which may not be successful or achieve the intended financial results (All Registrants).
Generation could continue to pursue growth in its existing businesses and markets and further diversification across the competitive energy value chain. This could include investment opportunities in renewables, development of natural gas generation, nuclear advisory or operating services for third parties, distributed generation, potential expansion of the existing wholesale gas businesses and entry into LNG. Such initiatives could involve significant risks and uncertainties, including distraction of management from current operations, inadequate return on capital, and unidentified issues not discovered during diligence performed prior to launching an initiative or entering a market. Additionally, it is possible that FERC, state public utility commissions or others could impose certain other restrictions on such transactions. All of these factors could result in higher costs or lower revenues than expected, resulting in lower than planned returns on investment.
The Utility Registrants face risks associated with their regulatory-mandated initiatives, such as smart grids and utility of the future. These risks include, but are not limited to, cost recovery, regulatory concerns, cybersecurity and obsolescence of technology. Such initiatives may not be successful.
The Registrants may not realize or achieve the anticipated cost savings through the cost management efforts (All Registrants).
The Registrants’ future financial performance and level of profitability is dependent, in part, on various cost reduction initiatives. The Registrants may encounter challenges in executing these cost reduction initiatives and not achieve the intended cost savings.
ITEM 1B.UNRESOLVED STAFF COMMENTS
All Registrants
None.


ITEM 2.PROPERTIES
Generation
The following table presents Generation’s interests in net electric generating capacity by station at December 31, 2019:
Station(a)
Location
No. of
Units
Percent
Owned(b)
 
Primary
Fuel Type
Primary
Dispatch
Type(c)
Net Generation
Capacity (MW)(d)
 
Midwest 
BraidwoodBraidwood, IL2
  UraniumBase-load2,386
 
ByronByron, IL2
  UraniumBase-load2,347
 
LaSalleSeneca, IL2
  UraniumBase-load2,320
 
DresdenMorris, IL2
  UraniumBase-load1,845
 
Quad CitiesCordova, IL2
75
 UraniumBase-load1,403
(e) 
ClintonClinton, IL1
  UraniumBase-load1,069
 
Michigan Wind 2Sanilac Co., MI50
51
(g) 
WindBase-load46
(e) 
BeebeGratiot Co., MI34
51
(g) 
WindBase-load42
(e) 
Michigan Wind 1Huron Co., MI46
51
(g) 
WindBase-load35
(e) 
Harvest 2Huron Co., MI33
51
(g) 
WindBase-load30
(e) 
HarvestHuron Co., MI32
51
(g) 
WindBase-load27
(e) 
Beebe 1BGratiot Co., MI21
51
(g) 
WindBase-load26
(e) 
EwingtonJackson Co., MN10
99
 WindBase-load20
(e) 
City SolarChicago, IL1
  SolarBase-load9
 
Solar OhioToledo, OH2
  SolarBase-load4
 
Blue BreezesFaribault Co., MN2
  WindBase-load3
 
CP WindfarmFaribault Co., MN2
51
(g) 
WindBase-load2
(e) 
Southeast ChicagoChicago, IL8
  GasPeaking296
(k) 
Clinton Battery StorageBlanchester, OH1
  Energy StoragePeaking10
 
Total Midwest11,920
 
         
Mid-Atlantic 
LimerickSanatoga, PA2
  UraniumBase-load2,317
 
Peach BottomDelta, PA2
50
 UraniumBase-load1,324
(e) 
Salem
Lower Alloways 
Creek Township, NJ
2
42.59
 UraniumBase-load998
(e) 
Calvert CliffsLusby, MD2
50.01
(f) 
UraniumBase-load895
(e) 
ConowingoDarlington, MD11
  HydroelectricBase-load572
 
CriterionOakland, MD28
51
(g) 
WindBase-load36
(e) 
Fair WindGarrett County, MD12
  WindBase-load30
 
Solar MCVarious, MD41
  SolarBase-load39
 
Fourmile RidgeGarrett County, MD16
51
(g) 
WindBase-load20
(e) 


Station(a)
Location
No. of
Units
Percent
Owned(b)
 
Primary
Fuel Type
Primary
Dispatch
Type(c)
Net Generation
Capacity (MW)(d)
 
Solar New Jersey 1Various, NJ5
  SolarBase-load18
 
Solar New Jersey 2Various, NJ2
  SolarBase-load11
 
Solar HorizonsEmmitsburg, MD1
51
(g) 
SolarBase-load8
(e) 
Solar MarylandVarious, MD11
  SolarBase-load8
 
Solar Maryland 2Various, MD3
  SolarBase-load8
 
JBAB SolarDistrict of Columbia4
  SolarBase-load7
 
Gateway SolarBerlin, MD1
  SolarBase-load7
 
Constellation New EnergyGaithersburg, MD3
  SolarBase-load6
 
Solar FederalTrenton, NJ1
  SolarBase-load5
 
Solar New Jersey 3Middle Township, NJ5
51
(g) 
SolarBase-load1
(e) 
Solar DCDistrict of Columbia1
  SolarBase-load1
 
Muddy RunDrumore, PA8
  HydroelectricIntermediate1,070
 
Eddystone 3, 4Eddystone, PA2
  Oil/GasPeaking760
 
PerrymanAberdeen, MD5
  Oil/GasPeaking404
 
CroydonWest Bristol, PA8
  OilPeaking391
 
Handsome LakeKennerdell, PA5
  GasPeaking268
 
Notch CliffBaltimore, MD8
  GasPeaking117
(j) 
WestportBaltimore, MD1
  GasPeaking116
(j) 
RichmondPhiladelphia, PA2
  OilPeaking98
 
Philadelphia RoadBaltimore, MD4
  OilPeaking61
 
EddystoneEddystone, PA4
  OilPeaking60
 
Fairless HillsFairless Hills, PA2
  Landfill GasPeaking60
(j) 
DelawarePhiladelphia, PA4
  OilPeaking56
 
SouthwarkPhiladelphia, PA4
  OilPeaking52
 
FallsMorrisville, PA3
  OilPeaking51
 
MoserLower PottsgroveTwp., PA3
  OilPeaking51
 
ChesterChester, PA3
  OilPeaking39
 
SchuylkillPhiladelphia, PA2
  OilPeaking30
 
Salem
Lower Alloways 
Creek Township, NJ
1
42.59
 OilPeaking16
(e) 
PennsburyMorrisville, PA2
  Landfill GasPeaking4
(e) 
Total Mid-Atlantic10,015
 
         
ERCOT 
WhitetailWebb County, TX57
51
(g) 
WindBase-load46
(e) 
SenderoJim Hogg and Zapata County, TX39
51
(g) 
WindBase-load40
(e) 


Station(a)
Location
No. of
Units
Percent
Owned(b)
 
Primary
Fuel Type
Primary
Dispatch
Type(c)
Net Generation
Capacity (MW)(d)
 
Constellation Solar TexasVarious, TX11
  SolarBase-load13
 
Colorado Bend IIWharton, TX3
  GasIntermediate1,140
 
Wolf Hollow IIGranbury, TX3
  GasIntermediate1,115
 
Handley 3Fort Worth, TX1
  GasIntermediate395
 
Handley 4, 5Fort Worth, TX2
  GasPeaking870
 
Total ERCOT3,619
 
         
New York 
Nine Mile PointScriba, NY2
50.01
(f) 
UraniumBase-load838
(e) 
FitzPatrickScriba, NY1
  UraniumBase-load842
 
GinnaOntario, NY1
50.01
(f) 
UraniumBase-load288
(e) 
Solar New YorkBethlehem, NY1
  SolarBase-load3
 
Total New York1,971
 
         
Other 
Antelope ValleyLancaster, CA1
  SolarBase-load242
 
BluestemBeaver County, OK60
51
(g)(h) 
WindBase-load101
(e) 
Shooting StarKiowa County, KS65
51
(g) 
WindBase-load53
(e) 
Albany Green EnergyAlbany, GA1
99
(i) 
BiomassBase-load53
 
Solar ArizonaVarious, AZ127
  SolarBase-load46
 
Bluegrass RidgeKing City, MO27
51
(g) 
WindBase-load29
(e) 
California PV Energy 2Various, CA90
  SolarBase-load28
 
ConceptionBarnard, MO24
51
(g) 
WindBase-load26
(e) 
Cow BranchRock Port, MO24
51
(g) 
WindBase-load26
(e) 
Solar Arizona 2Various, AZ56
  SolarBase-load34
 
California PV EnergyVarious, CA53
  SolarBase-load21
 
Mountain HomeGlenns Ferry, ID20
51
(g) 
WindBase-load21
(e) 
High MesaElmore Co., ID19
51
(g) 
WindBase-load20
(e) 
Echo 1Echo, OR21
50.49
(g) 
WindBase-load17
(e) 
Sacramento PV EnergySacramento, CA4
51
(g) 
SolarBase-load15
(e) 
CassiaBuhl, ID14
51
(g) 
WindBase-load15
(e) 
WildcatLovington, NM13
51
(g) 
WindBase-load14
(e) 
Echo 2Echo, OR10
51
(g) 
WindBase-load10
(e) 
High PlainsPanhandle, TX8
99.5
 WindBase-load10
(e) 
Solar Georgia 2Various, GA8
  SolarBase-load10
 
Tuana SpringsHagerman, ID8
51
(g) 
WindBase-load9
(e) 
Solar GeorgiaVarious, GA10
  SolarBase-load8
 
GreensburgGreensburg, KS10
51
(g) 
WindBase-load7
(e) 
Solar 
Massachusetts
Various, MA10
  SolarBase-load7
 
Outback SolarChristmas Valley, OR1
  SolarBase-load6
 
Echo 3Echo, OR6
50.49
(g) 
WindBase-load5
(e) 


Station(a)
Location
No. of
Units
Percent
Owned(b)
 
Primary
Fuel Type
Primary
Dispatch
Type(c)
Net Generation
Capacity (MW)(d)
 
Holyoke SolarVarious, MA2
  SolarBase-load5
 
Three Mile CanyonBoardman, OR6
51
(g) 
WindBase-load5
(e) 
Loess HillsRock Port, MO4
  WindBase-load5
 
California PV Energy 3Various, CA19
  SolarBase-load6
 
Mohave Sunrise SolarFort Mohave, AZ1
  SolarBase-load5
 
Denver Airport 
Solar
Denver, CO1
51
(g) 
SolarBase-load2
(e) 
Solar Net MeteringUxbridge, MA1
  SolarBase-load2
 
Solar ConnecticutVarious, CT1
  SolarBase-load1
 
Mystic 8, 9Charlestown, MA6
  GasIntermediate1,417
 
HillabeeAlexander City, AL3
  GasIntermediate753
 
Mystic 7Charlestown, MA1
  Oil/GasIntermediate542
(j) 
Wyman 4Yarmouth, ME1
5.9
 OilIntermediate35
(e) 
Grand PrairieAlberta, Canada1
  GasPeaking105
 
West MedwayWest Medway, MA3
  OilPeaking123
 
West Medway IIWest Medway, MA2
  Oil/GasPeaking190
 
FraminghamFramingham, MA3
  OilPeaking31
 
Mystic JetCharlestown, MA1
  OilPeaking9
(j) 
Total Other4,069
 
Total31,594
 
__________
(a)All nuclear stations are boiling water reactors except Braidwood, Byron, Calvert Cliffs, Ginna, and Salem, which are pressurized water reactors.
(b)100%, unless otherwise indicated.
(c)Base-load units are plants that normally operate to take all or part of the minimum continuous load of a system and, consequently, produce electricity at an essentially constant rate. Intermediate units are plants that normally operate to take load of a system during the daytime higher load hours and, consequently, produce electricity by cycling on and off daily. Peaking units consist of lower-efficiency, quick response steam units, gas turbines and diesels normally used during the maximum load periods.
(d)For nuclear stations, capacity reflects the annual mean rating. Fossil stations reflect a summer rating. Wind and solar facilities reflect name plate capacity.
(e)Net generation capacity is stated at proportionate ownership share.
(f)Reflects Generation’s interest in CENG, a joint venture with EDF. See ITEM 1. — BUSINESS — Exelon Generation Company, LLC — Nuclear Facilities for additional information.
(g)Reflects the prior sale of 49% of EGRP to a third party. See Note 22 — Variable Interest Entities of the Combined Notes to Consolidated Financial Statements for additional information.
(h)EGRP owns 100% of the Class A membership interests and a tax equity investor owns 100% of the Class B membership interests of the entity that owns the Bluestem generating assets.
(i)Generation directly owns a 50% interest in the Albany Green Energy station and an additional 49% through the consolidation of a Variable Interest Entity.
(j)Generation has plans to retire and cease generation operations at certain plants in 2020 and 2021.
(k)Generation has deactivated the site and is evaluating for potential return of service or retirement in 2020.
The net generation capability available for operation at any time may be less due to regulatory restrictions, transmission congestion, fuel restrictions, efficiency of cooling facilities, level of water supplies or generating units being temporarily out of service for inspection, maintenance, refueling, repairs or modifications required by regulatory authorities.
Generation maintains property insurance against loss or damage to its principal plants and properties by fire or other perils, subject to certain exceptions. For additional information regarding nuclear insurance of generating


facilities, see ITEM 1. BUSINESS — Exelon Generation Company, LLC. For its insured losses, Generation is self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect in Generation’s consolidated financial condition or results of operations.
The Utility Registrants
The Utility Registrants electric substations and a portion of their transmission rights are located on property that they own. A significant portion of their electric transmission and distribution facilities are located above or underneath highways, streets, other public places or property that others own. The Utility Registrants believe that they have satisfactory rights to use those places or property in the form of permits, grants, easements, licenses and franchise rights; however, they have not necessarily undertaken to examine the underlying title to the land upon which the rights rest.
Transmission and Distribution
The Utility Registrants’ high voltage electric transmission lines owned and in service at December 31, 2019 were as follows:
Voltage Circuit Miles 
(Volts) ComEdPECO BGE Pepco DPL ACE 
765,000 90     
500,000(a)
 188
(a) 
216 109 16
(a) 
(a) 
345,000 2,716     
230,000 549 358 769 472 274 
138,000 2,224135 55 50 586 209 
115,000  705 25   
69,000 177   569 661 
___________
(a)In addition, PECO, DPL, and ACE have an ownership interest located in Delaware and New Jersey. See Note 8 - Jointly Owned Electric Utility Plant - for additional information.
The Utility Registrant’s electric distribution system includes the following number of circuit miles of overhead and underground lines:
Circuit Miles ComEdPECOBGEPepcoDPLACE
Overhead 35,38512,9649,1764,1046,0107,350
Underground 31,7999,41717,4896,9936,3162,942
Gas
The following table presents PECO’s, BGE’s and DPL’s natural gas pipeline miles at December 31, 2019:
 PECOBGEDPL 
Transmission91618(a)
Distribution6,9327,3862,114 
Service piping6,4146,3451,447 
Total13,35513,8923,569 


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

The following table presents PECO’s, BGE’s and DPL’s natural gas facilities:
RegistrantFacilityLocation
Storage Capacity
(mmcf)
Send-out or Peaking Capacity
(mmcf/day)
PECO
LNG Facility

West Conshohocken, PA

1,200160
PECOPropane Air PlantChester, PA10525
BGELNG FacilityBaltimore, MD1,056332
BGEPropane Air PlantBaltimore, MD55085
DPLLNG FacilityWilmington, DE25025
PECO, BGE and DPL also own 30, 32, and 10 natural gas city gate stations and direct pipeline customer delivery points at various locations throughout their gas service territory, respectively.
First Mortgage and Insurance
The principal properties of ComEd, PECO, PEPCO, DPL, and ACE are subject to the lien of their respective Mortgages under which their respective First Mortgage Bonds are issued. See Note 16 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information.

The Utility Registrants maintain property insurance against loss or damage to their properties by fire or other perils, subject to certain exceptions. For their insured losses, the Utility Registrants are self-insured to the extent that any losses are within the policy deductible or exceed the amount of insurance maintained. Any such losses could have a material adverse effect in the consolidated financial condition or results of operations of the Utility Registrants.

Exelon
Security Measures
The Registrants have initiated and work to maintain security measures. On a continuing basis, the Registrants evaluate enhanced security measures at certain critical locations, enhanced response and recovery plans, long-term design changes and redundancy measures. Additionally, the energy industry has strategic relationships with governmental authorities to ensure that emergency plans are in place and critical infrastructure vulnerabilities are addressed in order to maintain the reliability of the country’s energy systems.



ITEM 3.LEGAL PROCEEDINGS
All Registrants
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 Note 3 — Regulatory Matters and Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements. Such descriptions are incorporated herein by these references.


ITEM 4.MINE SAFETY DISCLOSURES
All Registrants
Not Applicable to the Registrants.


PART II
(Dollars in millions except per share data, unless otherwise noted)
ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Exelon
Exelon’s common stock is listed on the Nasdaq (trading symbol: EXC). As of January 31, 2020, there were 974,319,565 shares of common stock outstanding and approximately 95,064 record holders of common stock.
Stock Performance Graph
The performance graph below illustrates a five-year comparison of cumulative total returns based on an initial investment of $100 in Exelon common stock, as compared with the S&P 500 Stock Index and the S&P Utility Index, for the period 2015 through 2019.
This performance chart assumes:
$100 invested on December 31, 2014 in Exelon common stock, the S&P 500 Stock Index and the S&P Utility Index; and
All dividends are reinvested.
fiveyearcumulativereturn.jpg
Value of Investment at December 31,
 201420152016201720182019
Exelon Corporation$100$77.83$103.37$118.92$140.72$146.74
S&P 500$100$101.38$113.51$138.29$132.23$173.86
S&P Utilities$100$95.15$110.65$124.05$129.14$163.17
Generation
As of January 31, 2020, Exelon indirectly held the entire membership interest in Generation.
ComEd
As of January 31, 2020, there were 127,021,349 outstanding shares of common stock, $12.50 par value, of ComEd, of which 127,002,904 shares were indirectly held by Exelon. At January 31, 2020, in addition to Exelon, there were 296 record holders of ComEd common stock. There is no established market for shares of the common stock of ComEd.
PECO
As of January 31, 2020, there were 170,478,507 outstanding shares of common stock, without par value, of PECO, all of which were indirectly held by Exelon.


BGE
As of January 31, 2020, there were 1,000 outstanding shares of common stock, without par value, of BGE, all of which were indirectly held by Exelon.
PHI
As of January 31, 2020, Exelon indirectly held the entire membership interest in PHI.
Pepco
As of January 31, 2020, there were 100 outstanding shares of common stock, $0.01 par value, of Pepco, all of which were indirectly held by Exelon.
DPL
As of January 31, 2020, there were 1,000 outstanding shares of common stock, $2.25 par value, of DPL, all of which were indirectly held by Exelon.
ACE
As of January 31, 2020, there were 8,546,017 outstanding shares of common stock, $3.00 par value, of ACE, all of which were indirectly held by Exelon.
All Registrants
Dividends
Under applicable Federal law, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE can pay dividends only from retained, undistributed or current earnings. A significant loss recorded at Generation, ComEd, PECO, BGE, PHI, Pepco, DPL or ACE may limit the dividends that these companies can distribute to Exelon.
ComEd has agreed in connection with a financing arranged through ComEd Financing III that ComEd will not declare dividends on any shares of its capital stock in the event that: (1) it exercises its right to extend the interest payment periods on the subordinated debt securities issued to ComEd Financing III; (2) it defaults on its guarantee of the payment of distributions on the preferred trust securities of ComEd Financing III; or (3) an event of default occurs under the Indenture under which the subordinated debt securities are issued. No such event has occurred.
PECO has agreed in connection with financings arranged through PEC L.P. and PECO Trust IV that PECO will not declare dividends on any shares of its capital stock in the event that: (1) it exercises its right to extend the interest payment periods on the subordinated debentures which were issued to PEC L.P. or PECO Trust IV; (2) it defaults on its guarantee of the payment of distributions on the Series D Preferred Securities of PEC L.P. or the preferred trust securities of PECO Trust IV; or (3) an event of default occurs under the Indenture under which the subordinated debentures are issued. No such event has occurred.
BGE is subject to restrictions established by the MDPSC that prohibit BGE from paying a dividend on its common shares if (a) after the dividend payment, BGE’s equity ratio would be below 48% as calculated pursuant to the MDPSC’s ratemaking precedents or (b) BGE’s senior unsecured credit rating is rated by two of the three major credit rating agencies below investment grade. No such event has occurred.
Pepco is subject to certain dividend restrictions established by settlements approved in Maryland and the District of Columbia. Pepco is prohibited from paying a dividend on its common shares if (a) after the dividend payment, Pepco's equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the MDPSC and DCPSC or (b) Pepco’s senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. No such event has occurred.
DPL is subject to certain dividend restrictions established by settlements approved in Delaware and Maryland. DPL is prohibited from paying a dividend on its common shares if (a) after the dividend payment, DPL's equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the DPSC and MDPSC or (b) DPL’s


senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. No such event has occurred.
ACE is subject to certain dividend restrictions established by settlements approved in New Jersey. ACE is prohibited from paying a dividend on its common shares if (a) after the dividend payment, ACE's equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the NJBPU or (b) ACE's senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. ACE is also subject to a dividend restriction which requires ACE to obtain the prior approval of the NJBPU before dividends can be paid if its equity as a percent of its total capitalization, excluding securitization debt, falls below 30%. No such events have occurred.
Exelon’s Board of Directors approved an updated dividend policy providing an increase of 5% each year for the period covering 2018 through 2020, beginning with the March 2018 dividend.
At December 31, 2019, Exelon had retained earnings of $16,267 million, including Generation’s undistributed earnings of $3,950 million, ComEd’s retained earnings of $1,517 million consisting of retained earnings appropriated for future dividends of $3,156 million, partially offset by $1,639 million of unappropriated accumulated deficits, PECO’s retained earnings of $1,412 million, BGE’s retained earnings of $1,776 million, and PHI's undistributed losses of $10 million.
The following table sets forth Exelon’s quarterly cash dividends per share paid during 2019 and 2018:
 2019 2018
(per share)
Fourth
Quarter
 
Third
Quarter
 
Second
Quarter
 
First
Quarter
 
Fourth
Quarter
 
Third
Quarter
 
Second
Quarter
 
First
Quarter
Exelon$0.363
 $0.363
 $0.363
 $0.363
 $0.345
 $0.345
 $0.345
 $0.345
The following table sets forth Generation's and PHI's quarterly distributions and ComEd’s, PECO’s, BGE's, Pepco's, DPL's and ACE's quarterly common dividend payments:
 2019 2018
(in millions)
4th
Quarter
 
3rd
Quarter
 
2nd
Quarter
 
1st
Quarter
 
4th
Quarter
 
3rd
Quarter
 
2nd
Quarter
 
1st
Quarter
Generation$225
 $225
 $224
 $225
 $313
 $311
 $189
 $188
ComEd128
 126
 127
 127
 114
 116
 115
 114
PECO90
 88
 90
 90
 6
 7
 6
 287
BGE55
 57
 56
 56
 52
 52
 53
 52
PHI97
 213
 88
 128
 94
 123
 38
 71
Pepco40
 101
 48
 24
 41
 78
 25
 25
DPL34
 35
 29
 41
 38
 18
 4
 36
ACE24
 76
 12
 12
 13
 27
 10
 9
First Quarter 2020 Dividend
On January 28, 2020, the Exelon Board of Directors declared a first quarter 2020 regular quarterly dividend of $0.3825 per share on Exelon’s common stock payable on March 10, 2020, to shareholders of record of Exelon at the end of the day on February 20, 2020.


ITEM 6.SELECTED FINANCIAL DATA
Exelon
The selected financial data presented below has been derived from the audited consolidated financial statements of Exelon. This data is qualified in its entirety by reference to and should be read in conjunction with Exelon’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 For the Years Ended December 31,
(In millions, except per share data)2019 
2018(a)
 
2017(a)
 
2016(b)
 2015
Statement of Operations data:         
Operating revenues$34,438
 $35,978
 $33,558
 $31,366
 $29,447
Operating income4,374
 3,891
 4,388
 3,212
 4,554
Net income3,028

2,079

3,869

1,196

2,250
Net income attributable to common shareholders2,936
 2,005
 3,779
 1,121
 2,269
Earnings per average common share (diluted):         
Net income$3.01
 $2.07
 $3.98
 $1.21
 $2.54
Dividends per common share$1.45
 $1.38
 $1.31
 $1.26
 $1.24

 December 31,
(In millions)2019 
2018(a)
 
2017(a)
 2016 2015
Balance Sheet data:         
Current assets$12,037
 $13,328
 $11,872
 $12,451
 $15,334
Property, plant and equipment, net80,233
 76,707
 74,202
 71,555
 57,439
Total assets124,977

119,634

116,746

114,952

95,384
Current liabilities14,185
 11,404
 10,798
 13,463
 9,118
Long-term debt, including long-term debt to financing trusts31,719
 34,465
 32,565
 32,216
 24,286
Shareholders’ equity32,224
 30,741
 29,878
 25,860
 25,793
__________
(a)
Amounts have been revised to reflect the correction of an error related to Pepco's decoupling mechanism. See Note 1Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information.
(b)The 2016 financial results include the activity of PHI from the merger effective date of March 24, 2016 through December 31, 2016.



Generation
The selected financial data presented below has been derived from the audited consolidated financial statements of Generation. This data is qualified in its entirety by reference to and should be read in conjunction with Generation’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 For the Years Ended December 31,
(In millions)2019 2018 2017 2016 2015
Statement of Operations data:         
Operating revenues$18,924
 $20,437
 $18,500
 $17,757
 $19,135
Operating income1,323
 975
 947
 820
 2,275
Net income1,217
 443
 2,798
 550
 1,340

 December 31,
(In millions)2019 2018 2017 2016 2015
Balance Sheet data:         
Current assets$7,076
 $8,433
 $6,882
 $6,567
 $6,342
Property, plant and equipment, net24,193
 23,981
 24,906
 25,585
 25,843
Total assets48,995

47,556

48,457

47,022

46,529
Current liabilities7,289
 5,769
 4,191
 5,689
 4,933
Long-term debt, including long-term debt to affiliates4,792
 7,887
 8,644
 8,124
 8,869
Member’s equity13,484
 13,204
 13,669
 11,505
 11,635

ComEd
The selected financial data presented below has been derived from the audited consolidated financial statements of ComEd. This data is qualified in its entirety by reference to and should be read in conjunction with ComEd’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 For the Years Ended December 31,
(In millions)2019 2018 2017 2016 2015
Statement of Operations data:         
Operating revenues$5,747
 $5,882
 $5,536
 $5,254
 $4,905
Operating income1,171
 1,146
 1,323
 1,205
 1,017
Net income688
 664
 567
 378
 426


 December 31,
(In millions)2019 2018 2017 2016 2015
Balance Sheet data:         
Current assets$1,583
 $1,570
 $1,364
 $1,554
 $1,518
Property, plant and equipment, net23,107
 22,058
 20,723
 19,335
 17,502
Total assets32,765

31,213

29,726

28,335

26,532
Current liabilities2,117
 1,925
 2,294
 2,938
 2,766
Long-term debt, including long-term debt to financing trusts8,196
 8,006
 6,966
 6,813
 6,049
Shareholders’ equity10,677
 10,247
 9,542
 8,725
 8,243
PECO
The selected financial data presented below has been derived from the audited consolidated financial statements of PECO. This data is qualified in its entirety by reference to and should be read in conjunction with PECO’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 For the Years Ended December 31,
(In millions)2019 2018 2017 2016 2015
Statement of Operations data:         
Operating revenues$3,100
 $3,038
 $2,870
 $2,994
 $3,032
Operating income713
 587
 655
 702
 630
Net income528
 460
 434
 438
 378
 December 31,
(In millions)2019 2018 2017 2016 2015
Balance Sheet data:         
Current assets$722
 $782
 $822
 $757
 $842
Property, plant and equipment, net9,292
 8,610
 8,053
 7,565
 7,141
Total assets11,469

10,642

10,170

10,831

10,367
Current liabilities722
 809
 1,267
 727
 944
Long-term debt, including long-term debt to financing trusts3,589
 3,268
 2,587
 2,764
 2,464
Shareholder's equity4,178
 3,820
 3,577
 3,415
 3,236
BGE
The selected financial data presented below has been derived from the audited consolidated financial statements of BGE. This data is qualified in its entirety by reference to and should be read in conjunction with BGE’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 For the Years Ended December 31,
(In millions)2019 2018 2017 2016 2015
Statement of Operations data:         
Operating revenues$3,106
 $3,169
 $3,176
 $3,233
 $3,135
Operating income532
 474
 614
 550
 558
Net income360
 313
 307
 294
 288


 December 31,
(In millions)2019 2018 2017 2016 2015
Balance Sheet data:         
Current assets$833
 $786
 $811
 $842
 $845
Property, plant and equipment, net8,990
 8,243
 7,602
 7,040
 6,597
Total assets10,634

9,716

9,104

8,704

8,295
Current liabilities753
 774
 760
 707
 1,134
Long-term debt, including long-term debt to financing trusts3,270
 2,876
 2,577
 2,533
 1,732
Shareholder's equity3,683
 3,354
 3,141
 2,848
 2,687
PHI
The selected financial data presented below has been derived from the audited consolidated financial statements of PHI. This data is qualified in its entirety by reference to and should be read in conjunction with PHI’s Consolidated Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 Successor  Predecessor
 For the Years Ended
December 31,
 March 24 to December 31,  January 1 to March 23, For the Year Ended
December 31,
(In millions)2019 
2018(a)
 
2017(a)
 2016  2016 2015
Statement of Operations data:            
Operating revenues$4,806
 $4,798
 $4,672
 $3,643
  $1,153 $4,935
Operating income722
 643
 762
 93
  105
 673
Net income (loss) from continuing operations477
 393
 355
 (61)  19
 318
Net income (loss)477
 393
 355
 (61)  19
 327
 Successor  Predecessor
 December 31,   
(In millions)2019 
2018(a)
 
2017(a)
2016  2015
Balance Sheet data:         
Current assets$1,480
 $1,501
 $1,527
$1,838
  $1,474
Property, plant and equipment, net14,296
 13,446
 12,498
11,598
  10,864
Total assets22,719
 21,952
 21,223
21,025
  16,188
Current liabilities1,612
 1,592
 1,931
2,284
  2,327
Long-term debt6,460
 6,134
 5,478
5,645
  4,823
Preferred Stock
 
 

  183
Member’s equity/Shareholders' equity9,608
 9,259
 8,807
8,016
  4,413
__________
(a)
Amounts have been revised to reflect the correction of an error related to Pepco's decoupling mechanism. See Note 1Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information.


Pepco
The selected financial data presented below has been derived from the audited consolidated financial statements of Pepco. This data is qualified in its entirety by reference to and should be read in conjunction with Pepco’s Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 For the Years Ended December 31,
(In millions)2019 
2018(a)
 
2017(a)
 2016 2015
Statement of Operations data:         
Operating revenues$2,260
 $2,232
 $2,151
 $2,186
 $2,129
Operating income361
 313
 392
 174
 385
Net income243
 205
 198
 42
 187
 December 31,
(In millions)2019 
2018(a)
 
2017(a)
 2016 2015
Balance Sheet data:         
Current assets$696
 $728
 $686
 $684
 $726
Property, plant and equipment, net6,909
 6,460
 6,001
 5,571
 5,162
Total assets8,661
 8,267
 7,808
 7,335
 6,908
Current liabilities657
 628
 550
 596
 455
Long-term debt2,862
 2,704
 2,521
 2,333
 2,340
Shareholder's equity2,907
 2,717
 2,515
 2,300
 2,240
__________
(a)
Amounts have been revised to reflect the correction of an error related to Pepco's decoupling mechanism. See Note 1Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information.
DPL
The selected financial data presented below has been derived from the audited consolidated financial statements of DPL. This data is qualified in its entirety by reference to and should be read in conjunction with DPL’s Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 For the Years Ended December 31,
(In millions)2019 2018 2017 2016 2015
Statement of Operations data:         
Operating revenues$1,306
 $1,332
 $1,300
 $1,277
 $1,302
Operating income217
 190
 229
 50
 165
Net income (loss)147
 120
 121
 (9) 76


 December 31,
(In millions)2019 2018 2017 2016 2015
Balance Sheet data:         
Current assets$325
 $336
 $325
 $370
 $388
Property, plant and equipment, net4,035
 3,821
 3,579
 3,273
 3,070
Total assets4,830
 4,588
 4,357
 4,153
 3,969
Current liabilities414
 375
 547
 381
 564
Long-term debt1,487
 1,403
 1,217
 1,221
 1,061
Shareholder's equity1,580
 1,509
 1,335
 1,326
 1,237
ACE
The selected financial data presented below has been derived from the audited consolidated financial statements of ACE. This data is qualified in its entirety by reference to and should be read in conjunction with ACE’s Financial Statements and ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 For the Years Ended December 31,
(In millions)2019 2018 2017 2016 2015
Statement of Operations data:         
Operating revenues$1,240
 $1,236
 $1,186
 $1,257
 $1,295
Operating income151
 149
 157
 7
 134
Net income (loss)99
 75
 77
 (42) 40
 December 31,
(In millions)2019 2018 2017 2016 2015
Balance Sheet data:         
Current assets$270
 $240
 $258
 $399
 $546
Property, plant and equipment, net3,190
 2,966
 2,706
 2,521
 2,322
Total assets3,933
 3,699
 3,445
 3,457
 3,387
Current liabilities360
 422
 619
 320
 297
Long-term debt1,307
 1,170
 840
 1,120
 1,153
Shareholder's equity1,276
 1,126
 1,043
 1,034
 1,000


Item 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Exelon
Executive Overview
Exelon is a utility services holding company engaged in the generation, delivery, and marketing of energy through Generation and the energy distribution and transmission businesses through ComEd, PECO, BGE, Pepco, DPL and ACE.
Exelon has eleven reportable segments consisting of Generation’s five reportable segments (Mid-Atlantic, Midwest, New York, ERCOT and Other Power Regions), ComEd, PECO, BGE, Pepco, DPL and ACE. During the first quarter of 2019, due to a change in economics in our New England region, Generation changed the way that information is reviewed by the CODM. The New England region is no longer regularly reviewed as a separate region by the CODM nor presented separately in any external information presented to third parties. Information for the New England region is reviewed by the CODM as part of Other Power Regions. See Note 1Significant Accounting Policies and Note 5Segment 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 eight separate operating subsidiary registrants, Generation, 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 summarizes results for the year ended December 31, 2019 compared to the year ended December 31, 2018, and is separately filed by Exelon, Generation, 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. For discussion of the year ended December 31, 2018 compared to the year ended December 31, 2017, refer to ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the 2018-Form 10-K, which was filed with the SEC on February 8, 2019.


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 year ended December 31, 2019 compared to the same period in 2018 and 2017. For additional information regarding the financial results for the years ended December 31, 2019 and 2018 see the discussions of Results of Operations by Registrant.
 2019 
2018(a)
 Favorable (unfavorable) 2019 vs. 2018 variance 
2017(a)
 Favorable (unfavorable) 2018 vs. 2017 variance
Exelon$2,936
 $2,005
 $931
 $3,779
 $(1,774)
Generation1,125
 370
 755
 2,710
 (2,340)
ComEd688
 664
 24
 567
 97
PECO528
 460
 68
 434
 26
BGE360
 313
 47
 307
 6
PHI477
 393
 84
 355
 38
Pepco243
 205
 38
 198
 7
DPL147
 120
 27
 121
 (1)
ACE99
 75
 24
 77
 (2)
Other(b)
(242) (195) (47) (594) 399
__________
(a)Exelon’s, PHI’s and Pepco’s amounts have been revised to reflect the correction of an error related to Pepco’s decoupling mechanism. See Note 1 - Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information.
(b)Primarily includes eliminating and consolidating adjustments, Exelon’s corporate operations, shared service entities and other financing and investing activities.
Year Ended December 31, 2019 Compared to Year Ended December 31, 2018. Net income attributable to common shareholdersincreased by $931 million and diluted earnings per average common share increased to $3.01 in 2019 from $2.07 in 2018 primarily due to:
Higher net unrealized and realized gains on NDT funds;
Decreased accelerated depreciation and amortization due to the early retirement of the Oyster Creek nuclear facility in September 2018 and TMI in September 2019and the absence of a charge associated with the remeasurement of the Oyster Creek ARO in 2018;
Decreased Operating and maintenance expense at Generation which includes the impacts of previous cost management programs, lower pension and OPEB costs and increased NEIL insurance distributions;
A benefit associated with the remeasurement of the TMI ARO in the first quarter of 2019and the annual nuclear ARO update in the third quarter of 2019;
Decreased nuclear outage days;
Lower mark-to-market losses;
Regulatory rate increases at PECO, BGE, Pepco, DPL, and ACE;
Increased electric distribution, energy efficiency and transmission earnings at ComEd;
Decreased storms costs at PECO and BGE; and
Research and development income tax benefits.
The increases were partially offset by;


Lower realized energy prices;
Lower capacity prices;
Unfavorable weather conditions at PECO, DPL and ACE; and
Unfavorable volume at PECO.
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-to-year operating results and provide an indication of Exelon’s baseline operating performance excluding items that are considered by management to be not 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 Net income attributable to common shareholders as determined in accordance with GAAP and Adjusted (non-GAAP) operating earnings for the year ended December 31, 2019 as compared to 2018 and 2017: 
 For the Years Ended December 31,
 2019 
2018(a)
2017(a)
(All amounts in millions after tax)  
Earnings per
Diluted Share
   
Earnings per
Diluted Share
  Earnings per
Diluted Share
Net Income Attributable to Common Shareholders$2,936
 $3.01
 $2,005
 $2.07
$3,779
 $3.98
Mark-to-Market Impact of Economic Hedging Activities (net of taxes of $66, $89 and $68, respectively)197
 0.20
 252
 0.26
107
 0.11
Unrealized (Gains) Losses Related to NDT Fund Investments (net of taxes of $269, $289 and $286, respectively)(b)
(299) (0.31) 337
 0.35
(318) (0.34)
Amortization of Commodity Contract Intangibles (net of taxes of $22)
 
 
 
34
 0.04
PHI Merger and Integration Costs (net of taxes of $2 and $25, respectively)
 
 3
 
40
 0.04
Merger Commitments (net of taxes of $137)
 
 
 
(137) (0.14)
Asset Impairments (net of taxes of $56, $13 and $204, respectively)(c)
123
 0.13
 35
 0.04
321
 0.34
Plant Retirements and Divestitures (net of taxes of $9, $181, and $134, respectively)(d)
118
 0.12
 512
 0.53
207
 0.22
Cost Management Program (net of taxes of $17, $16, and $21, respectively)(e)
51
 0.05
 48
 0.05
34
 0.04
Asset Retirement Obligation (net of taxes of $9, $7, and $1, respectively)(f)
(84) (0.09) 20
 0.02
(2) 
 Vacation Policy Change (net of taxes of $21)
 
 
 
(33) (0.03)
Change in Environmental Liabilities (net of taxes of $8, $0, and $17, respectively)20
 0.02
 (1) 
27
 0.03
Bargain Purchase Gain (net of taxes of $0)
 
 
 
(233) (0.25)
Gain on Deconsolidation of Business (net of taxes of $83)
 
 
 
(130) (0.14)
Gain on Contract Settlement (net of taxes of $20)(g)

 
 (55) (0.06)
 
Litigation Settlement Gain (net of taxes of $7)(19) (0.02) 
 

 
Income Tax-Related Adjustments (entire amount represents tax expense)(h)
5
 0.01
 (22) (0.02)(1,330) (1.41)
Noncontrolling Interests (net of taxes of $26, $24, and $24, respectively)(i)
90
 0.09
 (113) (0.12)114
 0.12
Adjusted (non-GAAP) Operating Earnings$3,139
 $3.22
 $3,021
 $3.12
$2,480
 $2.61
__________
Note:
Amounts may not sum due to rounding.
Unless otherwise noted, the income tax impact of each reconciling item between GAAP Net Income and Adjusted (non-GAAP) Operating Earnings is based on the marginal statutory federal and state income tax rates for each Registrant, taking into account whether the income or expense item is taxable or deductible, respectively, in whole or in part. For all items except the unrealized gains and losses related to NDT funds, the marginal statutory income tax rates for 2019 and 2018 ranged from 26.0 percent to 29.0 percent. Under IRS regulations, NDT fund investment returns are taxed at different rates for investments if they are in qualified or non-qualified funds. The effective tax rates for the unrealized gains and losses related to NDT funds were 47.3 percent and 46.2 percent for the years ended December 31, 2019 and 2018, respectively.



(a)Net Income Attributable to Common Shareholders and Adjusted (non-GAAP) Operating Earnings have been revised to reflect the correction of an error related to Pepco’s decoupling mechanism. See Note 1 - Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information.
(b)Reflects the impact of net unrealized gains and losses on Generation’s NDT fund investments for Non-Regulatory and Regulatory Agreement Units. The impacts of the Regulatory Agreement Units, including the associated income taxes, are contractually eliminated, resulting in no earnings impact.
(c)In 2018, primarily reflects the impairment of certain wind projects at Generation. In 2019, primarily reflects the impairment of equity method investments in certain distributed energy companies. The impact of such impairment net of noncontrolling interest is $0.02.
(d)
In 2018, primarily reflects accelerated depreciation and amortization expenses and one-time charges associated with Generation's decision to early retire the Oyster Creek and TMI nuclear facilities, a charge associated with a remeasurement of the Oyster Creek ARO, partially offset by a gain associated with Generation's sale of its electrical contracting business. In 2019, primarily reflects accelerated depreciation and amortization expenses associated with the early retirement of the TMI nuclear facility and certain fossil sites and the loss on the sale of Oyster Creek to Holtec, partially offset by net realized gains related to Oyster Creek's NDT fund investments, a net benefit associated with remeasurements of the TMI ARO and a gain on the sale of certain wind assets.
(e)Primarily represents severance and reorganization costs related to cost management programs.
(f)In 2018, reflects an increase at Pepco related primarily to asbestos identified at its Buzzard Point property. In 2019, reflects a benefit related to Generation's annual nuclear ARO update for non-regulatory units.
(g)Represents the gain on the settlement of a long-term gas supply agreement at Generation.
(h)In 2018, reflects an adjustment to the remeasurement of deferred income taxes as a result of the TCJA. In 2019, primarily reflects the adjustment to deferred income taxes due to changes in forecasted apportionment.
(i)Represents elimination from Generation’s results of the noncontrolling interests related to certain exclusion items. In 2018, primarily related to the impact of unrealized losses on NDT fund investments for CENG units. In 2019, primarily related to the impact of unrealized gains on NDT fund investments and the impact of the Generation's annual nuclear ARO update for CENG units, partially offset by the impairment of certain equity investments in distributed energy companies.
Significant 2019 Transactions and Developments
Utility Rates and Base Rate Proceedings
The Utility Registrants file base rate cases with their regulatory commissions seeking increases or decreases to their electric transmission and distribution, and gas distribution rates to recover their costs and earn a fair return on their investments. The outcomes of these regulatory proceedings impact the Utility Registrants’ current and future results of operations, cash flows and financial position.
The following tables show the Utility Registrants’ completed and pending distribution base rate case proceedings in 2019. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on other regulatory proceedings.


Completed Utility Distribution Base Rate Case Proceedings
Registrant/JurisdictionFiling DateRequested Revenue Requirement Increase (Decrease)Approved Revenue Requirement Increase (Decrease)Approved ROEApproval DateRate Effective Date
ComEd - Illinois (Electric)April 16, 2018$(23)$(24)8.69%December 4, 2018January 1, 2019
ComEd - Illinois (Electric)April 8, 2019$(6)$(17)8.91%December 4, 2019January 1, 2020
PECO - Pennsylvania (Electric)March 29, 2018$82
$25
N/ADecember 20, 2018January 1, 2019
BGE - Maryland
(Natural Gas)
June 8, 2018 (amended October 12, 2018)$61
43
9.8%January 4, 2019January 4, 2019
BGE - Maryland (Electric)May 24, 2019 (amended December 17, 2019)$74
$18
9.7%December 17, 2019December 17, 2019
BGE - Maryland (Natural Gas)May 24, 2019 (amended December 17, 2019)$59
$45
9.75%December 17, 2019December 17, 2019
ACE - New Jersey (Electric)August 21, 2018 (amended November 19, 2018)$122
$70
9.6%March 13, 2019April 1, 2019
Pepco - Maryland (Electric)January 15, 2019 (amended May 16, 2019)$27
$10.3
9.6%August 12, 2019August 13, 2019
Pending Distribution Base Rate Case Proceedings
Registrant/JurisdictionFiling DateRequested Revenue Requirement IncreaseRequested ROEExpected Approval Timing
Pepco - District of Columbia (Electric)May 30, 2019 (amended September 16, 2019)$160
10.3%Fourth quarter of 2020
DPL - Maryland (Electric)December 5, 2019$19
10.3%Third quarter of 2020



Transmission Formula Rate
The following total (decreases)/increases were included in ComEd's, BGE's, Pepco's, DPL's and ACE's 2019 annual electric transmission formula rate updates.
RegistrantInitial Revenue Requirement Increase/(Decrease)Annual Reconciliation (Decrease)/IncreaseTotal Revenue Requirement Increase/(Decrease)Allowed Return on Rate BaseAllowed ROE
ComEd$21
$(16)$5
8.21%11.50%
BGE(10)(23)(19)7.35%10.50%
Pepco15
11
26
7.75%10.50%
DPL17
(1)16
7.14%10.50%
ACE11
(2)9
7.79%10.50%

PECO Transmission Formula Rate
On May 1, 2017, PECO filed a request with FERC seeking approval to update its transmission rates and change the manner in which PECO’s transmission rate is determined from a fixed rate to a formula rate. The formula rate will be updated annually to ensure that under this rate customers pay the actual costs of providing transmission services. PECO’s initial formula rate filing included a requested increase of  $22 million to PECO’s annual transmission revenue requirement, which reflected a ROE of  11%, inclusive of a 50 basis point adder for being a member of a RTO. On June 27, 2017, FERC issued an Order accepting the filing and suspending the proposed rates until December 1, 2017, subject to refund, and set the matter for hearing and settlement judge procedures.
On December 5, 2019, FERC issued an Order accepting without modification the settlement agreement filed by PECO and other parties in July 2019. The settlement results in an increase of approximately $14 million with a return on rate base of 7.62% compared to PECO's initial formula rate filing and allows for an ROE of 10.35%, inclusive of a 50 basis point adder for being a member of the RTO. The settlement did not have a material impact on PECO's 2017, 2018, or 2019 annual transmission revenue requirements. PECO will update its rates in 2020 and refund estimated overcollections totaling approximately $28 million related to the amounts billed under the proposed rates in effect since 2017.
Pursuant to the transmission formula rate request discussed above, PECO made its annual formula rate updates in May 2018 and 2019, which included a decrease of $6 million and an increase of $8 million, respectively, to the annual transmission revenue requirement. The updated transmission formula rates were effective on June 1, 2018 and 2019, respectively, subject to refund.
Cost Management Programs
Exelon continues to be committed to managing its costs. On October 31, 2019, Exelon announced additional annual cost savings of approximately $100 million, at Generation, to be achieved by 2022. These actions are in response to the continuing economic challenges confronting Generation’s business, necessitating continued focus on cost management through enhanced efficiency and productivity.
FERC Order on the PJM MOPR
On December 19, 2019, FERC issued an order directing PJM to extend the MOPR to include new and existing resources, including nuclear, that receive state subsidies, effective as of PJM’s next capacity auction. Unless Illinois and New Jersey can implement an FRR program in their PJM zones, the MOPR will apply to Generation's nuclear plants in those states receiving ZEC benefits, resulting in higher offers for those units that may not clear the capacity market. On January 21, 2020, Exelon, PJM and a number of other entities submitted individual requests for rehearing. Exelon is currently working with PJM and other stakeholders to pursue the FRR option but cannot predict whether the legislative and regulatory changes can be implemented prior to the next capacity auction in PJM. If Generation’s state-supported nuclear plants in PJM or NYISO are subjected to the MOPR without compensation under an FRR or similar program, it could have a material adverse impact on Exelon's and Generation's financial


statements. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
Early Plant Retirements
Oyster Creek. Generation permanently ceased generation operations at Oyster Creek on September 17, 2018. On July 31, 2018, Generation entered into an agreement with Holtec International and its wholly owned subsidiary, Oyster Creek Environmental Protection, LLC, for the sale and decommissioning of Oyster Creek. The sale was completed on July 1, 2019. Exelon and Generation recognized a loss on the sale in the third quarter 2019, which was immaterial. See Note 2 — Mergers, Acquisitions and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information.
Three Mile Island. Generation permanently ceased operations at TMI on September 20, 2019. As a result of the decision to early retire TMI, Exelon and Generation recorded a $176 million incremental pre-tax net charge for the year ended December 31, 2019 primarily due to accelerated depreciation of the plant assets, partially offset by a benefit associated with the remeasurement of the TMI ARO in the first quarter of 2019.
Salem. In 2017, PSEG announced that its New Jersey nuclear plants, including Salem, of which Generation owns a 42.59% ownership interest, were showing increased signs of economic distress, which could lead to an early retirement. PSEG is the operator of Salem and also has the decision-making authority to retire Salem. In 2018, New Jersey enacted legislation that established a ZEC program that provides compensation for nuclear plants that demonstrate to the NJBPU that they meet certain requirements, including that they make a significant contribution to air quality in the state and that their revenues are insufficient to cover their costs and risks. On April 18, 2019, the NJBPU approved the award of ZECs to Salem Unit 1 and Salem Unit 2. Assuming the continued effectiveness of the New Jersey ZEC program, Generation no longer considers Salem to be at heightened risk for early retirement.
Dresden, Byron and Braidwood. Generation’s Dresden, Byron and Braidwood nuclear plants in Illinois are also showing increased signs of economic distress, which could lead to an early retirement, in a market that does not currently compensate them for their unique contribution to grid resiliency and their ability to produce large amounts of energy without carbon and air pollution. The May 2018 PJM capacity auction for the 2021-2022 planning year resulted in the largest volume of nuclear capacity ever not selected in the auction, including all of Dresden, and portions of Byron and Braidwood. Exelon continues to work with stakeholders on state policy solutions, while also advocating for broader market reforms at the regional and federal level.
See Note 3Regulatory Matters, Note 6 — Early Plant Retirements and Note 9Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information.
CENG Put Option
On November 20, 2019, Generation received notice of EDF’s intention to exercise the put option and sell its 49.99% equity interest in CENG to Generation and the put automatically exercised on January 19, 2020 at the end of the sixty-day advance notice period. Under the terms of the Put Option, the purchase price is to be determined by agreement of the parties, or absent such agreement, by a third-party arbitration process. Any resulting sale would be subject to the approval of the NYPSC, the FERC and the NRC. The process and regulatory approvals could take one to two years or more to complete. See Note 2 - Mergers, Acquisitions and Dispositions for additional information.
Conowingo Hydroelectric Project
In connection with Generation’s pursuit of a new FERC license for Conowingo, on October 29, 2019, Generation and MDE filed with FERC a Joint Offer of Settlement that would resolve all outstanding issues between the parties, effective upon and subject to FERC’s approval and incorporation of the terms into the new license when issued. The financial impact of this settlement, along with other anticipated and prior license commitments, would be recognized over the term of the new 50-year license and is estimated to be, on average, $11 million to $14 million per year, including capital and operating costs. The actual timing and amount of a majority of these costs are not currently fixed and will vary from year to year throughout the life of the new license. Generation cannot currently predict when FERC will issue the new license. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
Pacific Gas & Electric Bankruptcy


Generation’s Antelope Valley, a 242 MW solar facility in Lancaster, CA, sells all of its output to PG&E through a PPA. On January 29, 2019, PG&E filed for protection under Chapter 11 of the U.S. Bankruptcy Code. As of December 31, 2019, Generation had approximately $725 million and $485 million of net long-lived assets and nonrecourse debt outstanding, respectively, related to Antelope Valley. PG&E’s bankruptcy created an event of default for Antelope Valley’s nonrecourse debt that provides the lender with a right to accelerate amounts outstanding under the loan such that they would become immediately due and payable. As a result of the ongoing event of default and the absence of a waiver from the lender foregoing their acceleration rights, the debt was reclassified as current in Exelon’s and Generation’s Consolidated Balance Sheets in the first quarter of 2019 and continues to be classified as current as of December 31, 2019.
In the first quarter of 2019, Generation assessed and determined that Antelope Valley’s long-lived assets were not impaired. Significant changes in assumptions such as the likelihood of the PPA being rejected as part of the bankruptcy proceedings could potentially result in future impairments of Antelope Valley's net long-lived assets, which could be material. Generation is monitoring the bankruptcy proceedings for any changes in circumstances that would indicate the carrying amount of the net long-lived assets of Antelope Valley may not be recoverable.
See Note 11Asset Impairments and Note 16Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on the PG&E bankruptcy.
Exelon’s Strategy and Outlook for 2020 and Beyond
Exelon’s value proposition and competitive advantage come from its scope and its core strengths of operational excellence and financial discipline. Exelon leverages its integrated business model to create value. Exelon’s regulated and competitive businesses feature a mix of attributes that, when combined, offer shareholders and customers a unique value proposition:
The Utility Registrants provide a foundation for steadily growing earnings, which translates to a stable currency in our stock.
Generation’s competitive businesses provide free cash flow to invest primarily in the utilities and to reduce debt.
Exelon believes its strategy provides a platform for optimal success in an energy industry experiencing fundamental and sweeping change.
Exelon’s utility strategy is to improve reliability and operations and enhance the customer experience, while ensuring ratemaking mechanisms provide the utilities fair financial returns. The Utility Registrants only invest in rate base where it provides a benefit to customers and the community by improving reliability and the service experience or otherwise meeting customer needs. The Utility Registrants make these investments at the lowest 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. Additionally, the Utility Registrants anticipate making significant future investments in smart grid technology, transmission projects, gas infrastructure, and electric system improvement projects, providing greater reliability and improved service for our customers and a stable return for the company.
Generation’s competitive businesses create value for customers by providing innovative energy solutions and reliable, clean and affordable energy. Generation’s electricity generation strategy is to pursue opportunities that provide stable revenues and generation to load matching to reduce earnings volatility. Generation leverages its energy generation portfolio to deliver energy to both wholesale and retail customers. Generation’s customer-facing activities foster development and delivery of other innovative energy-related products and services for its customers. Generation operates in well-developed energy markets and employs an integrated hedging strategy to manage commodity price volatility. Its generation fleet, including its nuclear plants which consistently operate at high capacity factors, also provide geographic and supply source diversity. These factors help Generation mitigate the current challenging conditions in competitive energy markets.
Exelon’s financial priorities are to maintain investment grade credit metrics at each of the Registrants, to maintain optimal capital structure and to return value to Exelon’s shareholders with an attractive dividend throughout the energy commodity market cycle and through stable earnings growth.


As part of its strategic business planning process, Exelon routinely reviews its hedging policy, dividend policy, operating and capital costs, capital spending plans, strength of its balance sheet and credit metrics, and sufficiency of its liquidity position, by performing various stress tests with differing variables, such as commodity price movements, increases in margin-related transactions, changes in hedging practices, and the impacts of hypothetical credit downgrades.
Exelon’s Board of Directors approved a dividend policy providing a raise of 5% each year for the period covering 2018 through 2020, beginning with the March 2018 dividend.
Various market, financial, regulatory, legislative and operational factors could affect the Registrants' success in pursuing their strategies. Exelon continues to assess infrastructure, operational, commercial, policy, and legal solutions to these issues. One key issue is ensuring the ability to properly value nuclear generation assets in the market, solutions to which Exelon is actively pursuing in a variety of jurisdictions and venues. See ITEM 1A. RISK FACTORS for additional information regarding market and financial factors.
Exelon continues to be committed to managing its costs. In November 2017, Exelon announced a commitment for $250 million of cost savings, primarily at Generation, to be achieved by 2020. In November 2018, Exelon announced the elimination of an approximately additional $200 million of annual ongoing costs, through initiatives primarily at Generation and BSC, by 2021. Approximately $150 million is expected to be related to Generation, with the remaining amount related to the Utility Registrants. In October 2019, Exelon announced additional annual cost savings of approximately $100 million, at Generation, to be achieved by 2022. These actions are in response to the continuing economic challenges confronting Generation's business, necessitating continued focus on cost management through enhanced efficiency and productivity.
Growth Opportunities
Management continually evaluates growth opportunities aligned with Exelon’s businesses, assets and markets, leveraging Exelon’s expertise in those areas and offering sustainable returns.
Regulated Energy Businesses. The Utility Registrants anticipate investing approximately $26 billion over the next four years in electric and natural gas infrastructure improvements and modernization projects, including smart grid technology, storm hardening, advanced reliability technologies, and transmission projects, which is projected to result in an increase to current rate base of approximately $13 billion by the end of 2023. The Utility Registrants invest in rate base where beneficial to customers and the community by increasing reliability and the service experience or otherwise meeting customer needs. These investments are made at the lowest reasonable cost to customers.
See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on the Smart Meter and Smart Grid Investments and infrastructure development and enhancement programs.
Competitive Energy Businesses. Generation continually assesses the optimal structure and composition of its generation assets as well as explores wholesale and retail opportunities within the power and gas sectors. Generation’s long-term growth strategy is to ensure appropriate valuation of its generation assets, in part through public policy efforts, identify and capitalize on opportunities that provide generation to load matching as a means to provide stable earnings, and identify emerging technologies where strategic investments provide the option for significant future growth or influence in market development.
Other Key Business Drivers and Management Strategies
Utility Rates and Rate Proceedings
The Utility Registrants file rate cases with their regulatory commissions seeking increases or decreases to their electric transmission and distribution, and gas distribution rates to recover their costs and earn a fair return on their investments. The outcomes of these regulatory proceedings impact the Utility Registrants’ current and future results of operations, cash flows and financial positions. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on these regulatory proceedings.


Power Markets
Price of Fuels
The use of new technologies to recover natural gas from shale deposits is increasing natural gas supply and reserves, which places downward pressure on natural gas prices and, therefore, on wholesale and retail power prices, which results in a reduction in Exelon’s revenues. Forward natural gas prices have declined significantly over the last several years; in part reflecting an increase in supply due to strong natural gas production (due to shale gas development).
FERC Inquiry on Resiliency
On August 23, 2017, the DOE staff released its report on the reliability of the electric grid. One aspect of the wide-ranging report is the DOE’s recognition that the electricity markets do not currently value the resiliency provided by base-load generation, such as nuclear plants. On September 28, 2017, the DOE issued a Notice of Proposed Rulemaking (NOPR) that would entitle certain eligible resilient generating units (i.e., those located in organized markets, with a 90-day supply of fuel on site, not already subject to state cost of service regulation and satisfying certain other requirements) to recover fully allocated costs and earn a fair return on equity on their investment. On January 8, 2018, FERC issued an order terminating the rulemaking docket that it initiated to address the proposed rule in the DOE NOPR, concluding the proposed rule did not sufficiently demonstrate there is a resiliency issue and that it proposed a remedy that did not appear to be just, reasonable and nondiscriminatory as required under the Federal Power Act. At the same time, FERC initiated a new proceeding to consider resiliency challenges to the bulk power system and evaluate whether additional FERC action to address resiliency would be appropriate. FERC directed each RTO and ISO to respond within 60 days to 24 specific questions about how they assess and mitigate threats to resiliency. Thereafter, interested parties submitted reply comments on May 9, 2018, and a few parties submitted further replies. Exelon has been and will continue to be an active participant in these proceedings but cannot predict the final outcome or its potential financial impact, if any, on Exelon or Generation.
Section 232 Uranium Petition
On January 16, 2018, two Canadian-owned uranium mining companies with operations in the U.S. jointly submitted a petition to the U.S. Department of Commerce (DOC) seeking relief under Section 232 of the Trade Expansion Act of 1962, as amended, (the Act) from imports of uranium products, alleging that these imports threaten national security (the Petition). The relief requested would have required U.S. nuclear reactors to purchase at least 25% of their uranium needs from domestic mines for the next 10 years or more. The Act was promulgated by Congress to protect essential national security industries whose survival is threatened by imports. As such, the Act authorizes the Secretary of Commerce (the Secretary) to conduct investigations to evaluate the effects of imports of any item on the national security of the U.S. The Petition alleges that the loss of a viable U.S. uranium mining industry would have a significant detrimental impact on the national, energy, and economic security of the U.S. and the ability of the country to sustain an independent nuclear fuel cycle.
On July 18, 2018, the Secretary announced that the DOC had initiated an investigation in response to the petition. The Secretary submitted a report to President Trump on April 14, 2019 that has not been made public. On July 12, 2019, the President issued a memorandum indicating that he did not agree with the Secretary's finding that uranium imports threaten to impair the national security of the United States, choosing not to impose any trade restrictions at this time.The President found that a fuller analysis of national security considerations with respect to the entire nuclear fuel supply chain is necessary and directed that a United States Nuclear Fuel Working Group (Working Group) be established to develop recommendations for reviving and expanding domestic nuclear fuel production. The Working Group report has not yet been issued and is not expected to be made public. The Working Group is co-chaired by the Assistant to the President for National Security Affairs and the Assistant to the President for Economic Policy. Exelon will monitor and volunteer to provide information to support the Working Group's efforts. Exelon and Generation cannot currently predict the outcome of the Working Group report and subsequent actions.
Complaint at FERC Seeking to Alter Capacity Market Default Offer Caps
On February 21, 2019, PJM's Independent Market Monitor (IMM) filed a complaint alleging that the number of performance assessment intervals used to calculate the default offer cap for bids to supply capacity in PJM is too high, resulting in an overstated default offer cap that obviates the need for most sellers to seek unit-specific approval of their offers. The IMM claims that this allows for the exercise of market power. The IMM asks FERC to require PJM to reduce the number of performance assessment intervals used to calculate the opportunity costs of a capacity


supplier assuming a capacity obligation. This would, in turn, lower the default offer cap and allow the IMM to review more offers on a unit-specific basis. It is too early to predict the final outcome of this proceeding or its potential financial impact, if any, on Exelon or Generation.
Energy Demand
Modest economic growth partially offset by energy efficiency initiatives is resulting in relatively flat load growth in electricity for the Utility Registrants. ComEd, PECO, BGE, Pepco, DPL and ACE are projecting load volumes to increase (decrease) by (0.3)%, (0.7)%, (1.2)%, (0.4)%, (0.5)% and (0.4)%, respectively, in 2020 compared to 2019.
Retail Competition
Generation’s retail operations compete for customers in a competitive environment, which affect the margins that Generation can earn and the volumes that it is able to serve. Forward natural gas and power prices are expected to remain low and thus we expect retail competitors to stay aggressive in their pursuit of market share, and that wholesale generators (including Generation) will continue to use their retail operations to hedge generation output.
Hedging Strategy
Exelon’s policy to hedge commodity risk on a ratable basis over three-year periods is intended to reduce the financial impact of market price volatility. Generation is exposed to commodity price risk associated with the unhedged portion of its electricity portfolio. Generation enters into non-derivative and derivative contracts, including financially-settled swaps, futures contracts and swap options, and physical options and physical forward contracts, all with credit-approved counterparties, to hedge this anticipated exposure. As of December 31, 2019, the percentage of expected generation hedged for the Mid-Atlantic, Midwest, New York and ERCOT reportable segments is 91%-94% and 61%-64% for 2020 and 2021, respectively. Generation has been and will continue to be proactive in using hedging strategies to mitigate commodity price risk.
Generation procures natural gas through long-term and short-term contracts and spot-market purchases. Nuclear fuel assemblies are obtained predominantly through long-term uranium concentrate supply contracts, contracted conversion services, contracted enrichment services, or a combination thereof, and contracted fuel fabrication services. The supply markets for uranium concentrates and certain nuclear fuel services are subject to price fluctuations and availability restrictions. Approximately 60% of Generation’s uranium concentrate requirements from 2020 through 2024 are supplied by three suppliers. In the event of non-performance by these or other suppliers, Generation believes that replacement uranium concentrate can be obtained, although at prices that may be unfavorable when compared to the prices under the current supply agreements. Non-performance by these counterparties could have a material adverse impact on Exelon’s and Generation’s results of operations, cash flows and financial positions.
See Note 15Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements and ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK for additional information.
The Utility Registrants mitigate commodity price risk through regulatory mechanisms that allow them to recover procurement costs from retail customers.
Environmental Legislative and Regulatory Developments
Exelon was actively involved in the Obama Administration’s development and implementation of environmental regulations for the electric industry, in pursuit of its business strategy to provide reliable, clean, affordable and innovative energy products. These efforts have most frequently involved air, water and waste controls for fossil-fueled electric generating units, as set forth in the discussion below. These regulations have had a disproportionate adverse impact on coal-fired power plants, requiring significant expenditures of capital and variable operating and maintenance expense, and have resulted in the retirement of older, marginal facilities. Due to its low emission generation portfolio, Generation has not been significantly affected by these regulations, representing a competitive advantage relative to electric generators that are more reliant on fossil fuel plants.
Through the issuance of a series of Executive Orders (EO), President Trump has initiated review of a number of EPA and other regulations issued during the Obama Administration, with the expectation that the Administration will seek repeal or significant revision of these rules. Under these EOs, each executive agency is required to evaluate existing regulations and make recommendations regarding repeal, replacement, or modification. The


Administration’s actions are intended to result in less stringent compliance requirements under air, water, and waste regulations. The exact nature, extent, and timing of the regulatory changes are unknown, as well as the ultimate impact on Exelon’s and its subsidiaries results of operations and cash flows.
In particular, the Administration has targeted existing EPA regulations for repeal, including notably the Clean Power Plan, as well as revoking many Executive Orders, reports, and guidance issued by the Obama Administration on the topic of climate change or the regulation of greenhouse gases. The Executive Order also disbanded the Interagency Working Group that developed the social cost of carbon used in rulemakings, and withdrew all technical support documents supporting the calculation. Other regulations that have been specifically identified for review are the Clean Water Act rule relating to jurisdictional waters of the U.S., the Steam Electric Effluent Guidelines relating to waste water discharges from coal-fired power plants, and the 2015 National Ambient Air Quality Standard (NAAQS) for ozone. The review of final rules could extend over several years as formal notice and comment rulemaking process proceeds.
Air Quality
Mercury and Air Toxics Standard Rule (MATS). On December 16, 2011, the EPA signed a final rule to reduce emissions of toxic air pollutants from power plants and signed revisions to the NSPS for electric generating units. The final rule, known as MATS, requires coal-fired electric generation plants to achieve high removal rates of mercury, acid gases and other metals, and to make capital investments in pollution control equipment and incur higher operating expenses. The initial compliance deadline to meet the new standards was April 16, 2015; however, facilities may have been granted an additional one or two-year extension in limited cases. Numerous entities challenged MATS in the D.C. Circuit Court, and Exelon intervened in support of the rule. In April 2014, the D.C. Circuit Court issued an opinion upholding MATS in its entirety. On appeal, the U.S. Supreme Court decided in June 2015 that the EPA unreasonably refused to consider costs in determining whether it is appropriate and necessary to regulate hazardous air pollutants emitted by electric utilities. The U.S. Supreme Court, however,utilities, but did not vacate the rule; rather, it was remanded to the D.C. Circuit Court to take further action consistent with the U.S. Supreme Court’s opinion on this single issue.rule. On April 27, 2017, the D.C. Circuit Court granted EPA’s motion to hold the litigation in abeyance, pending EPA’s review of the MATS rule pursuant to President Trump’s EO discussed above. Following EPA’s review and determination of its course of action for the MATS rule, the parties will have 30 days to file motions on future proceedings. Notwithstanding the Court’s order to hold the litigation in abeyance, the MATS rule remains in effect. Exelon will continue to participate in the remanded proceedings before the D.C. Circuit Court as an intervenor in support of the rule. On December 28, 2018, the EPA proposed to revoke the "appropriate and necessary" finding underpinning the MATS rule. While the proposal would leave in place the rule, it would leave it vulnerable to future legal challenge. On February 7, 2019, EPA published its Reconsideration of Supplemental Finding and Residual Risk and Technology Review. After considering public comment, EPA transmitted a final version to the Office of Management and Budget for review prior to publication.

Clean Power Plan. On April 28, 2017, the D.C. Circuit Court issued orders in separate litigation related to the EPA’s actions under the Clean Power Plan (CPP) to amend Clean Air Act Section 111(d) regulation of existing fossil-fired electric generating units and Section 111(b) regulation of new fossil-fired electric generating units. In both cases, the Court has determined to hold the litigation in abeyance pending a determination whether the rule should be remanded to the EPA. On October 10, 2017,In June 2019, EPA issued a proposedfinal rule to repealthat repealed the CPP, in its entirety, based on a proposed change inand finalized the Agency’s legal interpretation of Clean Air Act Section 111(d) regarding actions that the Agency can consider when establishing the Best System of Emission Reduction (“BSER”) for existing power plants. Under the proposed interpretation, the Agency exceeded its authority under the Clean Air Act by regulating beyond individual sources of GHG emissions. Subsequently, on August 31, 2018, EPA proposed its Affordable Clean Energy Rule (ACE), which wouldrule to replace the CPP with revised emissionless stringent emissions guidelines based on heat rate improvement measures that could be achieved within the fence line of existing power plants. The Affordable Clean Energy rule is currently being litigated.
2015 Ozone National Ambient Air Quality Standards (NAAQS). On April 11, 2017, the D.C. Circuit Court ordered that the consolidated 2015 ozone NAAQS litigation be held in abeyance pending EPA’s further review of the 2015 Rule. On August 23, 2019, the D.C. Circuit Court upheld the stringency of NAAQS, but remanded certain aspects of its secondary standard to EPA did not meetfor revision.
Primary SO2 National Ambient Air Quality Standards (NAAQS). EPA took final action on April 17, 2019 to retain the October 1, 2017 deadline to promulgate initial designations for areascurrent primary SO2 standard without revision, leaving the standard established in attainment or non-attainment of the standard. A number of states and environmental organizations have notified the EPA of their intent to file suit to compel EPA to issue the designations.2010 in effect.
Climate Change. Exelon supports comprehensive climate change legislation or regulation, including a cap-and-trade program for GHG emissions, which balances the need to protect consumers, business and the economy with the urgent need to reduce national GHG emissions. In the absence of Federal legislation, the EPA is moving forward with the regulation of GHG emissions under the Clean Air Act. In addition, there have been recent developments in the international regulation of GHG emissions pursuant to the United Nations Framework Convention on Climate Change (“UNFCCC” or “Convention”). See ITEM 1. BUSINESS, "Global Climate Change" for additional information.


Water Quality
Section 316(b) requires that the cooling water intake structures at electric power plants reflect the best technology available to minimize adverse environmental impacts and is implemented through state-level NPDES permit programs. All of Generation’s power generation facilities with cooling water systems are subject to the regulations. Facilities without closed-cycle recirculating systems (e.g., cooling towers) are potentially most affected by recent changes to the regulations. For Generation, those facilities are Calvert Cliffs, Clinton, Dresden, Eddystone, Fairless Hills, FitzPatrick, Ginna, Gould Street, Handley, Mystic 7, Nine Mile Point Unit 1, Peach Bottom, Quad Cities, and Salem. See ITEM 1. BUSINESS, "Water Quality" for additional information.
Clean Water Rule
In 2015, the EPA and the US Army Corps of Engineers, finalized the Clean Water Rule that significantly expanded the definition of the Waters of the United States under the Clean Water Act and resulted in increased environmental costs for some projects. On October 22, 2019, the EPA and the US Army Corps of Engineers repealed the 2015 Clean Water Rule and restored the definition of the Waters of the United States that existed prior to this rule. On January 23, 2020, a new final rule was issued by the EPA and the US Army Corps of Engineers to streamline and clarify the definition of Waters of the United States and will be effective sixty days after publication in the Federal Register. This rule represents final action by these government agencies to narrow the scope of Waters of the United States that are regulated under the federal Clean Water Act.
Solid and Hazardous Waste
In October 2015, the first federal regulation for the disposal of coal combustion residuals (CCR) from power plants became effective. The rule classifies CCR as non-hazardous waste under RCRA. Under the regulation, CCR will continue to be regulated by most states subject to coordination with the federal regulations. Generation has previously recorded accruals consistent with state regulation for its owned coal ash sites, and as such, the regulation is not expected to impact Exelon’s and Generation’s financial results. Generation does not have sufficient information to reasonably assess the potential likelihood or magnitude of any remediation requirements that may be asserted under the new federal regulations for coal ash disposal sites formerly owned by Generation. For these reasons, Generation is unable to predict whether and to what extent it may ultimately be held responsible for remediation and other costs relating to formerly owned coal ash disposal sites under the new regulations.
See Note 2218 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information related to environmental matters, including the impact of environmental regulation.matters.
Other Legislative and Regulatory Developments
Delaware Distribution System Investment ChargeIllinois Clean Energy Progress Act
On JuneMarch 14, 2018,2019, the GovernorClean Energy Progress Act was introduced in the Illinois General Assembly to preserve Illinois’ clean energy choices arising from FEJA and empower the IPA to conduct capacity procurements outside of Delaware signedPJM’s base residual auction process, while utilizing the fixed resource requirement provisions in PJM's tariffs which are still subject to penalties and other obligations under the PJM tariffs. The most significant provisions of the proposed legislation are as follows: (1) it allows the IPA to procure capacity directly from clean energy resources that have previously sold ZECs or RECs, including certain of Generation’s nuclear plants in Illinois, or from new Distribution System Investment Charge (DSIC) legislation, whichclean energy resources, (2) it establishes a system improvement charge that provides a mechanismgoal of achieving 100% carbon-free power in the ComEd service territory by 2032, and (3) it implements reforms to recover infrastructure investments, allowing for gradual rate increasesenhance consumer protections in the state’s competitive retail electricity and limiting frequency of distribution base rate cases. On November 30, 2018, DPL filed its first electricnatural gas markets, including Generation’s retail customers. Energy legislation has also been proposed by other stakeholders, including renewable resource developers, environmental advocates, and gas filing in Delaware with the new rates being put into effect on January 1, 2019. This legislation supports needed infrastructure investment and allows for more timely recovery of those investments, however Exelon, PHI and DPL do not expect a material impact on the financial statements.

Pennsylvania Alternative Ratemaking
On June 28, 2018, the Governor of Pennsylvania signed Act 58 of 2018, which authorizes the PAPUC to review and approve utility-proposed alternative rate mechanisms, including options such as decoupling mechanisms, formula rates, multi-year rate plans, and performance based rates.coal-fueled generators. Exelon and PECOGeneration will work with legislators and stakeholders and cannot predict the outcome or the potential financial impact, if any, on Exelon or PECO.Generation.
DistrictNuclear Powers Act of Columbia Clean Energy Bill2019
On December 18, 2018,April 12, 2019, the Council of the District of Columbia passed the Clean Energy District of Columbia Omnibus AmendmentNuclear Powers America Act of 2018 (the Act),2019 was introduced to the United States Congress, which was subsequently signed byexpands the Mayorcurrent investment tax credit to existing nuclear power plants. The proposed legislation would provide a credit equal to 30% of continued capital investment in certain nuclear energy-related expenditures, including capital expenses and nuclear fuel, starting from tax years 2019 through 2023. Thereafter, the District of Columbia on January 18, 2019.  The Act is expectedcredit rate would be reduced to take effect26% in February 2019 following2024, 22% in 2025, and 10% in 2026 and beyond. To qualify for the expiration of a 30-day review process bycredit, the U.S. House of Representatives.  Among other things, the Act would increase electric load by requiring all public buses, taxisplant must be


currently operational and other specified fleets to be solely zero-emissions vehicles by 2045.  The Act would also clarify that, under certain circumstances, the gasmust have applied for an operating license renewal before 2026.  Exelon and electric utilities may offerGeneration are working with legislators and receive cost recovery including a return on investment on capitalstakeholders and related costs for energy efficiency programs in the District of Columbia.
Employees
In January 2017, an election was held at BGE which resulted in union representation for approximately 1,284 employees. BGE and IBEW Local 410 are negotiating an initial agreement which could result in some modifications to wages, hours and other terms and conditions of employment. Negotiations have been productive and continue. No agreement has been finalized to date and management cannot predict the outcome of such negotiations. Negotiations that began in 2017 for a first collective bargaining agreement with a small unit of employees represented by Local 501 of Operating Engineers at Exelon’s Hyperion Solutions facility are complete andor the new CBA will expire in 2021. During 2017, Generation finalized CBAs with the Security Officer unions at LaSalle, Limerick and Quad Cities, which all will expire in 2020 and Dresden expiring in 2021. Additionally, during 2017, Generation acquired and combined two CBAs at Fitzpatrick into one CBA covering both craft and security employees, which will expire in 2023. Generation also successfully finalized the CBA with the IBEW union at TMI, which will expire in 2022. During 2018, Generation finalized its CBA with the Security Officer’s union at Braidwood, which will expire in 2021. Additionally, ACE successfully finalized two contract renewals with the IBEW Local 210, and the new BAs will expire in 2023. As previously reported, there was an organizing effort over approximately 18 ACE control room System Operators. While an election was held with an outcome favorable to Local 210, collective bargaining over this small segment of employees will not commence until the issue of whether the System Operators are NLRA statutory supervisors is determined, and that matter is currently before the NLRB. Furthermore, there was an organizing effort at PECO over approximately 150 Working Foreperson positions. In October 2018, the Working Foreperson group overwhelmingly rejected unionization in an election held by the NLRB. Lastly,potential financial impact, if any, on December 27, 2018 a representation petition was filed by the LEOSU Union seeking to represent security officers at Clinton Power station who are currently represented by SEIU Local 1. The current collective bargaining agreement between Exelon Nuclear Security and the SEIU Local 1 has been extended, so that the matter between the two rival labor organizations can be resolved. No election or determination has been held and it is anticipated that this matter will be resolved in 2019.Generation.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with GAAP requires that management apply accounting policies and make estimates and assumptions that affect results of operations and the amounts of assets and liabilities reported in the financial statements. Management believes that the accounting policies described below require significant judgment in their application, or incorporate estimates and assumptions that are inherently uncertain and that may change in subsequent periods. Additional information of the application of these accounting policies can be found in the Combined Notes to Consolidated Financial Statements.
Nuclear Decommissioning Asset Retirement Obligations (Exelon and Generation)
Generation’s ARO associated with decommissioning its nuclear units was $10.0$10.5 billion at December 31, 2018.2019. The authoritative guidance requires that Generation estimate its obligation for the future decommissioning of its nuclear generating plants. To estimate that liability, Generation uses an internally-developed, probability-weighted, discounted cash flow model which, on a unit-by-unit basis, considers multiple decommissioning outcome scenarios.

As a result of recent nuclear plant retirements in the industry, nuclear operators and third-party service providers are obtaining more information about costs associated with decommissioning activities. At the same time, regulators are gaining more information about decommissioning activities which could result in changes to existing decommissioning requirements. In addition, as more nuclear plants are retired, it is possible that technological advances will be identified that could create efficiencies and lead to a reduction in decommissioning costs. The availability of NDT funds could impact the timing of the decommissioning activities. Additionally, certain factors such as changes in regulatory requirements during plant operations or the profitability of a nuclear plant could impact the timing of plant retirements. These factors could result in material changes to Generation’s current estimates as more information becomes available and could change the timing of plant retirements and the probability assigned to the decommissioning outcome scenarios.
The nuclear decommissioning obligation is adjusted on a regular basis due to the passage of time and revisions to the key assumptions for the expected timing and/or estimated amounts of the future undiscounted cash flows required to decommission the nuclear plants, based upon the following methodologies and significant estimates and assumptions:
Decommissioning Cost Studies. Generation uses unit-by-unit decommissioning cost studies to provide a marketplace assessment of the expected costs (in current year dollars) and timing of decommissioning activities, which are validated by comparison to current decommissioning projects within the industry and other estimates. Decommissioning cost studies are updated, on a rotational basis, for each of Generation’s nuclear units at least every five years, unless circumstances warrant more frequent updates. As part of the annual cost study update process, Generation evaluates newly assumed costs or substantive changes in previously assumed costs to determine if the cost estimate impacts are sufficiently material to warrant application of the updated estimates to the AROs across the nuclear fleet outside of the normal five-year rotating cost study update cycle.
Cost Escalation Factors. Generation uses cost escalation factors to escalate the decommissioning costs from the decommissioning cost studies discussed above through the assumed decommissioning period for each of the units. Cost escalation studies, updated on an annual basis, are used to determine escalation factors, and are based on inflation indices for labor, equipment and materials, energy, LLRW disposal and other costs. All of the nuclear AROs are adjusted each year for the updated cost escalation factors.
Probabilistic Cash Flow Models. Generation’s probabilistic cash flow models include the assignment of probabilities to various scenarios for decommissioning cost levels, decommissioning approaches, and timing of plant shutdown on a unit-by-unit basis. Probabilities assigned to cost levels include an assessment of the likelihood of costs 20% higher (high-cost scenario) or 15% lower (low-cost scenario) than the base cost scenario. The assumed decommissioning scenarios include the following three alternatives: (1) DECON which assumes decommissioning activities begin shortly after the cessation of operation, (2) Shortened SAFSTOR generally has a 30-year delay prior to onset of decommissioning activities, and (3) SAFSTOR which assumes the nuclear facility is placed and


maintained in such condition that the nuclear facility can be safely stored and subsequently decontaminated generally within 60 years after cessation of operations. In each decommissioning scenario, spent fuel is transferred to dry cask storage as soon as possible until DOE acceptance for disposal.
The actual decommissioning approach selected once a nuclear facility is shutdown will be determined by Generation at the time of shutdown and may be influenced by multiple factors including the funding status of the nuclear decommissioning trust fund at the time of shutdown.
The assumed plant shutdown timing scenarios include the following four alternatives: (1) the probability of operating through the original 40-year nuclear license term, (2) the probability of operating through an extended 60-year nuclear license term (regardless of whether such 20-year license extension has been received for each unit), (3) the probability of a second, 20-year license renewal for some nuclear units, and (4) the probability of early plant retirement for certain sites due to changing market conditions and regulatory environments. The successful operation of nuclear plants in the U.S. beyond the initial 40-year license terms has prompted the NRC to consider regulatory and technical requirements for potential plant operations for an 80-year nuclear operating term. As power market and regulatory environment developments occur, Generation evaluates and incorporates, as necessary, the impacts of such developments into its nuclear ARO assumptions and estimates.
Generation’s probabilistic cash flow models also include an assessment of the timing of DOE acceptance of SNF for disposal. Generation currently assumes DOE will begin accepting SNF in 2030. The SNF acceptance date assumption is based on management’s estimates of the amount of time required for DOE to select a site location

and develop the necessary infrastructure for long-term SNF storage. For additional information regarding the estimated date that DOE will begin accepting SNF, see Note 2218 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements.
Discount Rates. The probability-weighted estimated future cash flows for the various assumed scenarios are discounted using credit-adjusted, risk-free rates (CARFR) applicable to the various businesses in which each of the nuclear units originally operated. Generation initially recognizes an ARO at fair value and subsequently adjusts it for changes to estimated costs, timing of future cash flows and modifications to decommissioning assumptions. The ARO is not required or permitted to be re-measured for changes in the CARFR that occur in isolation. Increases in the ARO as a result of upward revisions in estimated undiscounted cash flows are considered new obligations and are measured using a current CARFR as the increase creates a new cost layer within the ARO. Any decrease in the estimated undiscounted future cash flows relating to the ARO are treated as a modification of an existing ARO cost layer and, therefore, is measured using the average historical CARFR rates used in creating the initial ARO cost layers. If Generation’s future nominal cash flows associated with the ARO were to be discounted at current prevailing CARFR, the obligation would increase from approximately $10.0$10.5 billion to approximately $10.1$13.2 billion.
The following table illustrates the significant impact that changes in the CARFR, when combined with changes in projected amounts and expected timing of cash flows, can have on the valuation of the ARO (dollars in millions):
Change in the CARFR applied to the annual ARO updateIncrease (Decrease) to ARO at
December 31, 2018
2017 CARFR rather than the 2018 CARFR$50
2018 CARFR increased by 50 basis points(100)
2018 CARFR decreased by 50 basis points130
Change in the CARFR applied to the annual ARO updateIncrease (Decrease) to ARO at
December 31, 2019
2018 CARFR rather than the 2019 CARFR$(820)
2019 CARFR increased by 50 basis points(390)
2019 CARFR decreased by 50 basis points390


ARO Sensitivities. Changes in the assumptions underlying the ARO could materially affect the decommissioning obligation. The impact to the ARO of a change in any one of these assumptions is highly dependent on how the other assumptions may correspondingly change.
The following table illustrates the effects of changing certain ARO assumptions while holding all other assumptions constant (dollars in millions):
Change in ARO AssumptionIncrease to ARO at
December 31, 2018
Increase to ARO at
December 31, 2019
Cost escalation studies  
Uniform increase in escalation rates of 50 basis points$1,530
$2,250
Probabilistic cash flow models  
Increase the estimated costs to decommission the nuclear plants by 10 percent650
910
Increase the likelihood of the DECON scenario by 10 percent and decrease the likelihood of the SAFSTOR scenario by 10 percent(a)
410
550
Shorten each unit's probability weighted operating life assumption by 10 percent(b)
720
1,570
Extend the estimated date for DOE acceptance of SNF to 203590
350
__________
(a)Excludes any sites in which management has committed to a specific decommissioning approach.
(b)Excludes any retired site or sites for which an early plant retirement has been announced.sites.
See Note 1 — Significant Accounting Policies, Note 86 — Early Plant Retirements and Note 159 — Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information regarding accounting for nuclear decommissioning obligations.AROs.
Goodwill (Exelon, ComEd and PHI)
As of December 31, 2018,2019, Exelon’s $6.7 billion carrying amount of goodwill consists of $2.6 billion at ComEd, $4 billion at PHI and immaterial amounts at Generation and DPL. These entities are required to perform an assessment for possible impairment of their goodwill at least annually or more frequently if an event occurs or circumstances

change that would more likely than not reduce the fair value of the reporting units below their carrying amount. A reporting unit is an operating segment or one level below an operating segment (known as a component) and is the level at which goodwill is tested for impairment. ComEd has a single operating segment and reporting unit. PHI’s operating segments and reporting units are Pepco, DPL and ACE. See Note��24Note 5 — Segment Information of the Combined Notes to Consolidated Financial Statements for additional information. Exelon's and ComEd’s goodwill has been assigned entirely to the ComEd reporting unit. Exelon's and PHI’s goodwill has been assigned to the Pepco, DPL and ACE reporting units in the amounts of $2.1 billion, $1.4 billion and $0.5 billion, respectively. See Note 1012 — Intangible Assets of the Combined Notes to Consolidated Financial Statements for additional information.
Entities assessing goodwill for impairment have the option of first performing a qualitative assessment to determine whether a quantitative assessment is necessary. As part of the qualitative assessments, Exelon, ComEd and PHI evaluate, among other things, management's best estimate of projected operating and capital cash flows for their businesses, outcomes of recent regulatory proceedings, changes in certain market conditions, including the discount rate and regulated utility peer EBITDA multiples, and the passing margin from their last quantitative assessments performed.
Exelon’s, ComEd’s and PHI’s accounting policy is to perform a quantitative test of goodwill at least once every three years, or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount.
Application of the goodwill impairment test requires management judgment, including the identification of reporting units and determining the fair value of the reporting unit, which management estimates using a weighted combination of a discounted cash flow analysis and a market multiples analysis. Significant assumptions used in these fair value analyses include discount and growth rates, utility sector market performance and transactions, projected operating and capital cash flows for ComEd’s, Pepco's, DPL's and ACE's businesses and the fair value of debt. In applying the second step, (if needed),if needed, management must estimate the fair value of specific assets and liabilities of the reporting unit.
While the annual assessments indicated no impairments, certain assumptions used in the assessment are highly sensitive to changes. Adverse regulatory actions or changes in significant assumptions could potentially result in future impairments of Exelon’s, ComEd's or PHI’s goodwill, which could be material. Based on the results of the


last annual quantitative goodwill tests performed as of November 1, 2016 and November 1, 2018 for ComEd and PHI, respectively, the estimated fair values of the ComEd, Pepco, DPL and ACE reporting units would have needed to decrease by more than 30%, 30%, 20% and 30%, respectively, for ComEd and PHI to fail the first step of their respective impairment tests.
See Note 1 — Significant Accounting Policies and Note 1012 — Intangible Assets of the Combined Notes to Consolidated Financial Statements for additional information.
Purchase Accounting (Exelon, Generation and PHI)
Assets acquired and liabilities assumed in an acquired business are recorded at their estimated fair values on the date of acquisition. The difference between the purchase price amount and the net fair value of assets acquired and liabilities assumed is recognized as goodwill on the balance sheet if the purchase price exceeds the estimated net fair value or as a bargain purchase gain on the income statement if the purchase price is less than the estimated net fair value. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment, often utilizes independent valuation experts and involves the use of significant estimates and assumptions with respect to the timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among other items. The judgments made in the determination of the estimated fair value assigned to the assets acquired and liabilities assumed, as well as the estimated useful life of each asset and the duration of each liability, could significantly impact the financial statements in periods after acquisition, such as through depreciation and amortization expense. The allocation of the purchase price may be modified up to one year after the acquisition date as more information is obtained about the fair value of assets acquired and liabilities assumed. If the transaction is determined to be an asset acquisition the purchase price is allocated to the assets acquired and the liabilities assumed and no goodwill or bargain purchase gain would be recorded.  See Note 52 — Mergers, Acquisitions and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information.
Unamortized Energy Contract Assets and Liabilities (Exelon, Generation and PHI)

Unamortized energy contract assets and liabilities represent the remaining unamortized balances of non-derivative energy contracts that Generation has acquired and the electricity contracts Exelon has acquired as part of the PHI merger. The initial amount recorded represents the fair value of the contracts at the time of acquisition. At Exelon and PHI, offsetting regulatory assets or liabilities were also recorded for those energy contract costs that are probable of recovery or refund through customer rates. The unamortized energy contract assets and liabilities and any corresponding regulatory assets or liabilities, respectively, are amortized over the life of the contract in relation to the expected realization of the underlying cash flows. Amortization of the unamortized energy contract assets and liabilities is recorded through purchased power and fuel expense or operating revenues, depending on the nature of the underlying contract. See Note 43 — Regulatory Matters, Note 52 — Mergers, Acquisitions and Dispositions and Note 1012 — Intangible Assets of the Combined Notes to Consolidated Financial Statements for additional information.
Impairment of Long-livedLong-Lived Assets (All Registrants)
All Registrants regularly monitor and evaluate theirthe carrying value of long-lived assets and asset groups excluding goodwill, for impairment whenrecoverability whenever events or changes in circumstances indicate that the carrying value of those assets may not be recoverable. Indicators of potential impairment may include a deteriorating business climate, including, but not limited to, declines in energy prices, condition of the asset, an asset remaining idle for more than a short period of time, specific regulatory disallowance, advances in technology, plans to dispose of a long-lived asset significantly before the end of its useful life, and financial distress of a third party for assets contracted with them on a long-term basis, among others.
The review of long-lived assets and asset groups for impairment utilizes significant assumptions about operating strategies and estimates of future cash flows, which require assessments of current and projected market conditions. For the generation business, forecasting future cash flows requires assumptions regarding forecasted commodity prices for the sale of power and purchases of fuel and the expected operations of assets. A variation in the assumptions used could lead to a different conclusion regarding the recoverability of an asset or asset group and, thus, could have a significant impactpotentially result in the consolidated financial statements.material future impairments. An impairment evaluation is based on an undiscounted cash flow analysis at the lowest level at which cash flows of the long-lived assets or asset groups are largely independent of the cash flows of other assets and liabilities. For the generation business, the lowest level of independent cash flows is determined by the evaluation of several factors, including the geographic dispatch of the generation units and the hedging strategies related to those units as well as the associated intangible assets or


liabilities recorded on the balance sheet. The cash flows from the generating units are generally evaluated at a regional portfolio level with cash flows generated from the customer supply and risk management activities, including cash flows from related intangible assets and liabilities on the balance sheet. In certain cases, generating assets may be evaluated on an individual basis where those assets are contracted on a long-term basis with a third party and operations are independent of other generating assets (typically contracted renewables). For such assets the financial viability of the third party, including the impact of bankruptcy on the contract, may be a significant assumption in the assessment.
On a quarterly basis, Generation assesses its long-lived assets or asset groups for indicators of impairment. If indicators are present for a long-lived asset or asset group, a comparison of the undiscounted expected future cash flows to the carrying value is performed. When the undiscounted cash flow analysis indicates the carrying value of a long-lived asset or asset group is not recoverable, the amount of the impairment loss is determined by measuring the excess of the carrying amount of the long-lived asset or asset group over its fair value. The fair value of the long-lived asset or asset group is dependent upon a market participant’s view of the exit price of the assets. This includes significant assumptions of the estimated future cash flows generated by the assets and market discount rates. Events and circumstances often do not occur as expected and there will usually be differences between prospective financial information and actual results, and those differences may be material. The determination of fair value is driven by both internal assumptions that include significant unobservable inputs (Level 3) such as revenue and generation forecasts, projected capital, and maintenance expenditures and discount rates, as well as information from various public, financial and industry sources.
See Note 711Impairment of Long-Lived Assets and IntangiblesAsset Impairments of the Combined Notes to Consolidated Financial Statements for a discussion of asset impairment evaluations made by Exelon.assessments.
Depreciable Lives of Property, Plant and Equipment (All Registrants)
The Registrants have significant investments in electric generation assets and electric and natural gas transmission and distribution assets. These assets are generally depreciated on a straight-line basis, using the group, composite or unitary methods of depreciation. The group approach is typically for groups of similar assets that have

approximately the same useful lives and the composite approach is used for heterogeneous assets that have different lives. Under both methods, a reporting entity depreciates the assets over the average life of the assets in the group. The estimation of asset useful lives requires management judgment, supported by formal depreciation studies of historical asset retirement experience. Depreciation studies are generally completed every five years, or more frequently if required by a rate regulator or if an event, regulatory action, or change in retirement patterns indicate an update is necessary.
For the Utility Registrants, depreciation studies generally serve as the basis for amounts allowed in customer rates for recovery of depreciation costs. Generally, the Utility Registrants adjust their depreciation rates for financial reporting purposes concurrent with adjustments to depreciation rates reflected in customer rates, unless the depreciation rates reflected in customer rates do not align with management’s judgment as to an appropriate estimated useful life or have not been updated on a timely basis. Depreciation expense and customer rates for ComEd, BGE, Pepco, DPL and ACE includes an estimate of the future costs of dismantling and removing plant from service upon retirement. See Note 4 -3 — Regulatory Matters of the Combined Notes to the Consolidated Financial Statements for information regarding regulatory liabilities and assets recorded by ComEd, BGE, Pepco, DPL and ACE related to removal costs.
PECO’s removal costs are capitalized to accumulated depreciation when incurred, and recorded to depreciation expense over the life of the new asset constructed consistent with PECO’s regulatory recovery method. Estimates for such removal costs are also evaluated in the periodic depreciation studies.
At Generation, along with depreciation study results, management considers expected future energy market conditions and generation plant operating costs and capital investment requirements in determining the estimated service lives of its generating facilities. See Note 86 — Early Plant Retirements of the Combined Notes to the Consolidated Financial Statements for additional information.
Changes in estimated useful lives of electric generation assets and of electric and natural gas transmission and distribution assets could have a significant impact on the Registrants’ future results of operations. See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding depreciation and estimated service lives of the property, plant and equipment of the Registrants.


Defined Benefit Pension and Other Postretirement Employee Benefits (All Registrants)
Exelon sponsors defined benefit pension plans and other postretirement employee benefit plans for substantially all current employees. The measurement of the plan obligations and costs of providing benefits involves various factors, including the development of valuation assumptions and inputs and accounting policy elections. When developing the required assumptions, Exelon considers historical information as well as future expectations. The measurement of benefit obligations and costs is affected by several assumptions including the discount rate applied to benefit obligations, the long-term expected rate of return on plan assets, the anticipated rate of increase of health care costs, Exelon’s expected level of contributions to the plans, the incidence of participant mortality, the expected remaining service period of plan participants, the level of compensation and rate of compensation increases, employee age, length of service, and the long-term expected investment rate credited to employees of certain plans, among others. The assumptions are updated annually and upon any interim remeasurement of the plan obligations. Exelon amortizes actuarial gains or losses in excess of a corridor of 10% of the greater of the projected benefit obligation or the market-related value (MRV) of plan assets over the expected average remaining service period of plan participants.
Pension and other postretirement benefit plan assets include equity securities, including U.S. and international securities, and fixed income securities, as well as certain alternative investment classes such as real estate, private equity and hedge funds.
Expected Rate of Return on Plan Assets. In determining the EROA, Exelon considers historical economic indicators (including inflation and GDP growth) that impact asset returns, as well as expectation regarding future long-term capital market performance, weighted by Exelon’s target asset class allocations. Exelon calculates the amount of expected return on pension and other postretirement benefit plan assets by multiplying the EROA by the MRV of plan assets at the beginning of the year, taking into consideration anticipated contributions and benefit payments to be made during the year. In determining MRV, the authoritative guidance for pensions and postretirement benefits allows the use of either fair value or a calculated value that recognizes changes in fair value in a systematic and rational manner over not more than five years. For the majority of pension plan assets, Exelon uses a calculated

value that adjusts for 20% of the difference between fair value and expected MRV of plan assets. Use of this calculated value approach enables less volatile expected asset returns to be recognized as a component of pension cost from year to year. For other postretirement benefit plan assets and certain pension plan assets, Exelon uses fair value to calculate the MRV.
Discount Rate. At December 31, 20182019 and 2017,2018, the discount rates were determined by developing a spot rate curve based on the yield to maturity of a universe of high-quality non-callable (or callable with make whole provisions) bonds with similar maturities to the related pension and other postretirement benefit obligations. The spot rates are used to discount the estimated future benefit distribution amounts under the pension and other postretirement benefit plans. The discount rate is the single level rate that produces the same result as the spot rate curve. Exelon utilizes an analytical tool developed by its actuaries to determine the discount rates.
Mortality. The mortality assumption is composed of a base table that represents the current expectation of life expectancy of the population adjusted by an improvement scale that attempts to anticipate future improvements in life expectancy. Exelon’s mortality assumption is supported by an actuarial experience study of Exelon's plan participants and beginning in 2019, utilizes the IRS's RP-2000Society of Actuaries' 2019 base table (Pri-2012) and the Scale BB 2-DimensionalMP-2019 improvement scale withadjusted to a 0.75% long-term improvements of 0.75%.rate reached in 2035.


Sensitivity to Changes in Key Assumptions. The following tables illustrate the effects of changing certain of the actuarial assumptions discussed above, while holding all other assumptions constant (dollars in millions):
Actual Assumption      Actual Assumption      
Actuarial AssumptionPension OPEB 
Change in
Assumption
 Pension OPEB TotalPension OPEB 
Change in
Assumption
 Pension OPEB Total
Change in 2018 cost:      
Change in 2019 cost:      
Discount rate (a)
3.62% 3.61% 0.5% $(51) $(17) $(68)4.31% 4.30% 0.5% $(47) $(14) $(61)
3.62% 3.61% (0.5)% 62
 21
 83
4.31% 4.30% (0.5)% 47
 13
 60
EROA7.00% 6.60% 0.5% (90) (13) (103)7.00% 6.67% 0.5% (88) (11) (99)
7.00% 6.60% (0.5)% 89
 13
 102
7.00% 6.67% (0.5)% 88
 11
 99
Change in benefit obligation at December 31, 2018:      
Change in benefit obligation at December 31, 2019:      
Discount rate (a)
4.31% 4.30% 0.5% (1,180) (246) (1,426)3.34% 3.31% 0.5% (1,244) (247) (1,491)
4.31% 4.30% (0.5)% 1,371
 284
 1,655
3.34% 3.31% (0.5)% 1,316
 261
 1,577
__________
(a)In general, the discount rate will have a larger impact on the pension and other postretirement benefit cost and obligation as the rate moves closer to 0%. Therefore, the discount rate sensitivities above cannot necessarily be extrapolated for larger increases or decreases in the discount rate. Additionally, Exelon utilizes a liability-driven investment strategy for its pension asset portfolio. The sensitivities shown above do not reflect the offsetting impact that changes in discount rates may have on pension asset returns.
See Note 1614 — Retirement Benefits of the Combined Notes to Consolidated Financial Statements for additional information regarding the accounting for the defined benefit pension plans and other postretirement benefit plans.
Regulatory Accounting (Exelon and Utility Registrants)
For their regulated electric and gas operations, Exelon and the Utility Registrants reflect the effects of cost-based rate regulation in their financial statements, which is required for entities with regulated operations that meet the following criteria: (1) rates are established or approved by a third-party regulator; (2) rates are designed to recover the entities’ cost of providing services or products; and (3) a reasonable expectation that rates designed to recover costs can be charged to and collected from customers. Regulatory assets represent incurred costs that have been deferred because of their probable future recovery from customers through regulated rates. Regulatory liabilities represent (1) revenue or gains that have been deferred because it is probable such amounts will be returned to customers through future regulated rates; or (2) billings in advance of expenditures for approved regulatory programs. If it is concluded in a future period that a separable portion of operations no longer meets the criteria discussed above, Exelon and the Utility Registrants would be required to eliminate any associated regulatory assets and liabilities and the impact would be recognized in the Consolidated Statements of Operations and Comprehensive Income and could be material.

The following table illustrates the gains (losses) that could result from the elimination of regulatory assets and liabilities and charges against OCI (dollars in millions before taxes) related to deferred costs associated with Exelon's pension and other postretirement benefit plans that are recorded as regulatory assets in Exelon's Consolidated Balance Sheets:
December 31, 2018Exelon ComEd PECO BGE PHI Pepco DPL ACE
December 31, 2019Exelon ComEd PECO BGE PHI Pepco DPL ACE
Gain (loss)$744
 $4,743
 $55
 $694
 $(853) $(84) $375
 $(6)$887
 $4,981
 $6
 $591
 $(696) $(18) $337
 $(43)
Charge against OCI(a)
$3,754
 $
 $
 $
 $
 $
 $
 $
$3,864
 $
 $
 $
 $
 $
 $
 $
___________
(a)Exelon's charge against OCI (before taxes) consists of up to $2.4$2.3 billion, $529$176 million, $157$176 million, $413$396 million, $208$191 million and $105$86 million related to ComEd's, BGE's, PHI's, Pepco's, DPL's and ACE's respective portions of the deferred costs associated with Exelon's pension and other postretirement benefit plans. Exelon also has a net regulatory liability of $(47)$(44) million (before taxes) related to PECO’s portion of the deferred costs associated with Exelon’s other postretirement benefit plans that would result in an increase in OCI if reversed.


See Note 43 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information regarding regulatory matters, including the regulatory assets and liabilities tables of Exelon and the Utility Registrants.
For each regulatory jurisdiction in which they conduct business, Exelon and the Utility Registrants assess whether the regulatory assets and liabilities continue to meet the criteria for probable future recovery or settlement at each balance sheet date and when regulatory events occur. This assessment includes consideration of recent rate orders, historical regulatory treatment for similar costs in each Registrant's jurisdictions, and factors such as changes in applicable regulatory and political environments. If the assessments and estimates made by Exelon and the Utility Registrants for regulatory assets and regulatory liabilities are ultimately different than actual regulatory outcomes, the impact in their consolidated financial statements could be material.
Refer to the revenue recognition discussion below for additional information on the annual revenue reconciliations associated with ICC-approved electric distribution and energy efficiency formula rates for ComEd, and FERC transmission formula rate tariffs for the Utility Registrants.
Accounting for Derivative Instruments (All Registrants)
The Registrants use derivative instruments to manage commodity price risk, foreign currency exchange risk and interest rate risk related to ongoing business operations. The Registrants’ derivative activities are in accordance with Exelon’s Risk Management Policy (RMP). See Note 1215 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information.
The Registrants account for derivative financial instruments under the applicable authoritative guidance. Determining whether a contract qualifies as a derivative requires that management exercise significant judgment, including assessing market liquidity as well as determining whether a contract has one or more underlyings and one or more notional quantities. Changes in management’s assessment of contracts and the liquidity of their markets, and changes in authoritative guidance, could result in previously excluded contracts becoming in scope to new authoritative guidance.
Under current authoritative guidance, allAll derivatives are recognized on the balance sheet at their fair value, except for certain derivatives that qualify for, and are elected under, the normal purchases and normal sales exception.NPNS. Derivatives entered into for economic hedging and for proprietary trading purposes are recorded at fair value through earnings. For economic hedges that are not designated for hedge accounting for the Utility Registrants, changes in the fair value each period are generally recorded with a corresponding offsetting regulatory asset or liability given likelihood of recovering the associated costs through customer rates.
Normal Purchases and Normal Sales Exception. As part of Generation’s energy marketing business, Generation enters into contracts to buy and sell energy to meet the requirements of its customers. These contracts include short-term and long-term commitments to purchase and sell energy and energy-related products in the retail and wholesale markets with the intent and ability to deliver or take delivery. While some of these contracts are considered derivative financial instruments under the authoritative guidance, certain of these qualifying transactions have been designated by Generation as normal purchases and normal salesNPNS transactions, which are thus not required to be

recorded at fair value, but rather on an accrual basis of accounting. Determining whether a contract qualifies for the normal purchases and normal sales exceptionNPNS requires judgment on whether the contract will physically deliver and requires that management ensure compliance with all of the associated qualification and documentation requirements. Revenues and expenses on contracts that qualify as normal purchases and normal salesNPNS are recognized when the underlying physical transaction is completed. Contracts that qualify for the normal purchases and normal sales exceptionNPNS are those for which physical delivery is probable, quantities are expected to be used or sold in the normal course of business over a reasonable period of time and the contract is not financially settled on a net basis. The contracts that ComEd has entered into with suppliers as part of ComEd’s energy procurement process, PECO’s full requirement contracts under the PAPUC-approved DSP program, most of PECO’s natural gas supply agreements, all of BGE’s full requirement contracts and natural gas supply agreements that are derivatives and certain Pepco, DPL and ACE full requirement contracts qualify for and are accounted for under the normal purchases and normal sales exception.NPNS.
Commodity Contracts. Identification of a commodity contract as an economic hedge requires Generation to determine that the contract is in accordance with the RMP. Generation reassesses its economic hedges on a regular basis to determine if they continue to be within the guidelines of the RMP.
As a part of the authoritative guidance, the Registrants make estimates and assumptions concerning future commodity prices, load requirements, interest rates, the timing of future transactions and their probable cash flows, the fair value of contracts and the expected changes in the fair value in deciding whether or not to enter into derivative


transactions, and in determining the initial accounting treatment for derivative transactions. Under the authoritative guidance for fair value measurements, the Registrants categorize these derivatives under a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.
Derivative contracts are traded in both exchange-based and non-exchange-based markets. Exchange-based derivatives that are valued using unadjusted quoted prices in active markets are generally categorized in Level 1 in the fair value hierarchy.
Certain derivatives’ pricing is verified using indicative price quotations available through brokers or over-the-counter, on-line exchanges. The price quotations reflect the average of the bid-ask mid-point from markets that the Registrants believe provide the most liquid market for the commodity. The price quotations are reviewed and corroborated to ensure the prices are observable and representative of an orderly transaction between market participants. The Registrant’s derivatives are traded predominately at liquid trading points. The remaining derivative contracts are valued using models that consider inputs such as contract terms, including maturity, and market parameters, and assumptions of the future prices of energy, interest rates, volatility, credit worthiness and credit spread. For derivatives that trade in liquid markets, such as generic forwards, swaps and options, the model inputs are generally observable. Such instruments are categorized in Level 2.
For derivatives that trade in less liquid markets with limited pricing information, the model inputs generally would include both observable and unobservable inputs and are categorized in Level 3.
The Registrants consider nonperformance risk, including credit risk in the valuation of derivative contracts, including both historical and current market data in its assessment of nonperformance risk, including credit risk. The impacts of nonperformance and credit risk to date have generally not been material to the financial statements.
Interest Rate and Foreign Exchange Derivative Instruments. The Registrants may utilize fixed-to-floating interest rate swaps to achieve the targeted level of variable-rate debt as a percent of total debt. Additionally, the Registrants may use forward-starting interest rate swaps and treasury rate locks to lock in interest-rate levels and floating to fixed swaps for project financing. In addition, Generation enters into interest rate derivative contracts to economically hedge risk associated with the interest rate component of commodity positions. Generation does not utilize interest rate derivatives with the objective of benefiting from shifts or changes in market interest rates. To manage foreign exchange rate exposure associated with international energy purchases in currencies other than U.S. dollars, Generation utilizes foreign currency derivatives, which are typically designated as economic hedges. The fair value of the agreements is calculated by discounting the future net cash flows to the present value based on observable inputs and are primarily categorized in Level 2 in the fair value hierarchy. Certain exchange based interest rate derivatives that are valued using unadjusted quoted prices in active markets are categorized in Level 1 in the fair value hierarchy.

See ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK and Note 1117 — Fair Value of Financial Assets and Liabilities and Note 1215 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information regarding the Registrants’ derivative instruments.
Taxation (All Registrants)
Significant management judgment is required in determining the Registrants’ provisions for income taxes, primarily due to the uncertainty related to tax positions taken, as well as deferred tax assets and liabilities and valuation allowances. The Registrants account for uncertain income tax positions using a benefit recognition model with a two-step approach including a more-likely-than-not recognition threshold and a measurement approach based on the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. Management evaluates each position based solely on the technical merits and facts and circumstances of the position, assuming the position will be examined by a taxing authority having full knowledge of all relevant information. Significant judgment is required to determine whether the recognition threshold has been met and, if so, the appropriate amount of tax benefits to be recorded in the Registrants’ consolidated financial statements.
The Registrants evaluate quarterly the probability of realizing deferred tax assets by reviewing a forecast of future taxable income and their intent and ability to implement tax planning strategies, if necessary, to realize deferred tax assets. The Registrants also assess negative evidence, such as the expiration of historical operating loss or tax credit carryforwards, that could indicate the Registrant's inability to realize its deferred tax assets. Based on the combined assessment, the Registrants record valuation allowances for deferred tax assets when it is more-likely-than-not such benefit will not be realized in future periods.
Actual income taxes could vary from estimated amounts due to the future impacts of various items, including future changes in income tax laws, the Registrants’ forecasted financial condition and results of operations, failure to successfully implement tax planning strategies, as well as results of audits and examinations of filed tax returns by taxing authorities. See Note 1413 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information.
Accounting for Loss Contingencies (All Registrants)
In the preparation of their financial statements, the Registrants make judgments regarding the future outcome of contingent events and record liabilities for loss contingencies that are probable and can be reasonably estimated based upon available information. The amount recorded may differ from the actual expense incurred when the


uncertainty is resolved. Such difference could have a significant impact in the Registrants' consolidated financial statements.
Environmental Costs. Environmental investigation and remediation liabilities are based upon estimates with respect to the number of sites for which the Registrants will be responsible, the scope and cost of work to be performed at each site, the portion of costs that will be shared with other parties, the timing of the remediation work and changes in technology, regulations and the requirements of local governmental authorities. Annual studies and/or reviews are conducted at ComEd, PECO, BGE and DPL to determine future remediation requirements for MGP sites and estimates are adjusted accordingly. In addition, periodic reviews are performed at each of the Registrants to assess the adequacy of other environmental reserves. These matters, if resolved in a manner different from the estimate, could have a significant impact in the Registrants’ consolidated financial statements. See Note 2218 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information.
Other, Including Personal Injury Claims. The Registrants are self-insured for general liability, automotive liability, workers’ compensation, and personal injury claims to the extent that losses are within policy deductibles or exceed the amount of insurance maintained. The Registrants have reserves for both open claims asserted and an estimate of claims incurred but not reported (IBNR). The IBNR reserve is estimated based on actuarial assumptions and analysis and is updated annually. Future events, such as the number of new claims to be filed each year, the average cost of disposing of claims, as well as the numerous uncertainties surrounding litigation and possible state and national legislative measures could cause the actual costs to be higher or lower than estimated. Accordingly, these claims, if resolved in a manner different from the estimate, could have a material impact in the Registrants’ consolidated financial statements.

Revenue Recognition (All Registrants)
Sources of Revenue and Determination of Accounting Treatment. The Registrants earn revenues from various business activities including: the sale of power and energy-related products, such as natural gas, capacity, and other commodities in non-regulated markets (wholesale and retail); the sale and delivery of power and natural gas in regulated markets; and the provision of other energy-related non-regulated products and services.
The accounting treatment for revenue recognition is based on the nature of the underlying transaction and applicable authoritative guidance. The Registrants primarily apply the Revenue from Contracts with Customers, Derivative and Alternative Revenue Program (ARP) guidance to recognize revenue as discussed in more detail below.
Revenue from Contracts with Customers.Under the Revenue from Contracts with Customers guidance, the The Registrants recognize revenues in the period in which the performance obligations within contracts with customers are satisfied, which generally occurs when power, natural gas, and other energy-related commodities are physically delivered to the customer. Transactions of the Registrants within the scope of Revenue from Contracts with Customers generally include non-derivative agreements, contracts that are designated as normal purchases and normal sales (NPNS),NPNS, sales to utility customers under regulated service tariffs, and spot-market energy commodity sales, including settlements with independent system operators.
The determination of Generation’s and the Utility Registrants' retail power and natural gas sales to individual customers is based on systematic readings of customer meters, generally on a monthly basis. At the end of each month, amounts of energy delivered to customers since the date of the last meter reading are estimated, and corresponding unbilled revenue is recorded. The measurement of unbilled revenue is affected by the following factors: daily customer usage measured by generation or gas throughput volume, customer usage by class, losses of energy during delivery to customers and applicable customer rates. Increases or decreases in volumes delivered to the utilities’ customers and favorable or unfavorable rate mix due to changes in usage patterns in customer classes in the period could be significant to the calculation of unbilled revenue. In addition, revenues may fluctuate monthly as a result of customers electing to use an alternate supplier, since unbilled commodity revenues are not recorded for these customers. Changes in the timing of meter reading schedules and the number and type of customers scheduled for each meter reading date also impact the measurement of unbilled revenue; however, total operating revenues would remain materially unchanged. See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information.
Derivative Revenues. The Registrants record revenues and expenses using the mark-to-market method of accounting for transactions that are accounted for as derivatives. These derivative transactions primarily relate to commodity price risk management activities. Mark-to-market revenues and expenses include: inception gains or


losses on new transactions where the fair value is observable, unrealized gains and losses from changes in the fair value of open contracts, and realized gains and losses.
Alternative Revenue Program Accounting. Certain of the Utility Registrants’ ratemaking mechanisms qualify as Alternative Revenue Programs (ARPs)ARPs if they (i) are established by a regulatory order and allow for automatic adjustment to future rates, (ii) provide for additional revenues (above those amounts currently reflected in the price of utility service) that are objectively determinable and probable of recovery, and (iii) allow for the collection of those additional revenues within 24 months following the end of the period in which they were recognized. For mechanisms that meet these criteria, which include the Utility Registrants’ formula rate and revenue decoupling mechanisms, the Utility Registrants adjust revenue and record an offsetting regulatory asset or liability once the condition or event allowing additional billing or refund has occurred. The ARP revenues presented in the Utility Registrants’ Consolidated Statements of Operations and Comprehensive Income include both: (i) the recognition of “originating” ARP revenues (when the regulator-specified condition or event allowing for additional billing or refund has occurred) and (ii) an equal and offsetting reversal of the “originating” ARP revenues as those amounts are reflected in the price of utility service and recognized as Revenue from Contracts with Customers.
ComEd records ARP revenue for its best estimate of the electric distribution, energy efficiency, and transmission revenue impacts resulting from future changes in rates that ComEd believes are probable of approval by the ICC and FERC in accordance with its formula rate mechanisms. BGE, Pepco and DPL record ARP revenue for their best estimate of the electric and natural gas distribution revenue impacts resulting from future changes in rates that they believe are probable of approval by the MDPSC and/or DCPSC in accordance with their revenue decoupling mechanisms. PECO, BGE, Pepco, DPL and ACE record ARP revenue for their best estimate of the transmission revenue impacts resulting from future changes in rates that they believe are probable of approval by FERC in

accordance with their formula rate mechanisms. Estimates of the current year revenue requirement are based on actual and/or forecasted costs and investments in rate base for the period and the rates of return on common equity and associated regulatory capital structure allowed under the applicable tariff. The estimated reconciliation can be affected by, among other things, variances in costs incurred, investments made, allowed ROE, and actions by regulators or courts.
See Note 43 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
Allowance for Uncollectible Accounts (Utility Registrants)
Utility Registrants estimate the allowance for uncollectible accounts on customer receivables by applying loss rates developed specifically for each company to the outstanding receivable balance by customer risk segment. Risk segments represent a group of customers with similar credit quality indicators that are comprised based on various attributes, including delinquency of their balances and payment history. Loss rates applied to the accounts receivable balances are based on a historical average of charge-offs as a percentage of accounts receivable in each risk segment. The Utility Registrants' customer accounts are generally considered delinquent if the amount billed is not received by the time the next bill is issued, which normally occurs on a monthly basis. Utility Registrants' customer accounts are written off consistent with approved regulatory requirements. Utility Registrants' allowances for uncollectible accounts will continue to be affected by changes in volume, prices and economic conditions as well as changes in ICC, PAPUC, MDPSC, DCPSC, DPSC and NJBPU regulations.
Results of Operations by Registrant
The Registrants' Results of Operations includes discussion of RNF, which is a financial measure not 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 CODMs for Exelon and Generation evaluate the performance of Generation's electric business activities and allocate resources based on RNF. Generation believes that RNF is a useful measure because it provides information that can be used to evaluate its operational performance. For the Utility Registrants, their Operating revenues reflect the full and current recovery of commodity procurement costs given the rider mechanisms approved by their respective state regulators. The commodity procurement costs, which are recorded in Purchased power and fuel expense, and the associated revenues can be volatile. Therefore, the Utility Registrants believe that RNF is a useful measure because it excludes the effect on Operating revenues caused by the volatility in these expenses.


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Results of Operations—Generation
2018 2017 Favorable (unfavorable) 2018 vs. 2017 variance 2016 Favorable (unfavorable) 2017 vs. 2016 variance2019 2018 Favorable (unfavorable) 2019 vs. 2018 variance 2017 Favorable (unfavorable) 2018 vs. 2017 variance
Operating revenues$20,437
 $18,500
 $1,937
 $17,757
 $743
$18,924
 $20,437
 $(1,513) $18,500
 $1,937
Purchased power and fuel expense11,693
 9,690
 (2,003) 8,830
 (860)10,856
 11,693
 837
 9,690
 (2,003)
Revenues net of purchased power
and fuel expense
8,744

8,810
 (66)
8,927

(117)8,068

8,744
 (676) 8,810
 (66)
Other operating expenses    

        

   
Operating and maintenance5,464
 6,299
 835
 5,663
 (636)4,718
 5,464
 746
 6,299
 835
Depreciation and amortization1,797
 1,457
 (340) 1,879
 422
1,535
 1,797
 262
 1,457
 (340)
Taxes other than income556
 555
 (1) 506
 (49)
Taxes other than income taxes519
 556
 37
 555
 (1)
Total other operating expenses7,817

8,311
 494

8,048

(263)6,772

7,817
 1,045
 8,311
 494
Gain (loss) on sales of assets and businesses48
 2
 46
 (59) 61
27
 48
 (21) 2
 46
Bargain purchase gain
 233
 (233) 
 233

 
 
 233
 (233)
Gain on deconsolidation of business
 213
 (213) 
 213

 
 
 213
 (213)
Operating income975

947

28

820

127
1,323

975

348
 947
 28
Other income and (deductions)                 
Interest expense(432) (440) 8
 (364) (76)(429) (432) 3
 (440) 8
Other, net(178) 948
 (1,126) 401
 547
1,023
 (178) 1,201
 948
 (1,126)
Total other income and (deductions)(610)
508

(1,118)
37

471
594

(610)
1,204
 508
 (1,118)
Income before income taxes365

1,455

(1,090)
857

598
1,917

365

1,552
 1,455
 (1,090)
Income taxes(108) (1,376) (1,268) 282
 1,658
516
 (108) (624) (1,376) (1,268)
Equity in losses of unconsolidated affiliates(30) (33) 3
 (25) (8)(184) (30) (154) (33) 3
Net income443

2,798

(2,355)
550

2,248
1,217

443

774
 2,798
 (2,355)
Net income attributable to noncontrolling interests73
 88
 (15) 67
 21
92
 73
 (19) 88
 (15)
Net income attributable to membership interest$370

$2,710

$(2,340)
$483

$2,227
$1,125

$370

$755
 $2,710
 $(2,340)
Year Ended December 31, 20182019 Compared to Year Ended December 31, 2017. 2018. Net income attributable to membership interest decreased increased by $2,340$755 million primarily due to:
Impacts associated with the one-time remeasurement of deferred income taxes in 2017 as a result of the TCJA;
Net unrealized losses on NDT funds in 2018 compared to net gains in 2017;
Lower realized energy prices;
Accelerated depreciation and amortization due to the decision to early retire the Oyster Creek and TMI nuclear facilities;
The gain associated with the FitzPatrick acquisition in 2017;
Increased mark-to-market losses;
The gain recorded upon deconsolidation of EGTP's net liabilities in 2017;

The absence of EGTP earnings resulting from its deconsolidation in the fourth quarter of 2017; and
Long-lived asset impairments of certain merchant wind assets in West Texas.
The decreases were partially offset by;
The impact of the New York and Illinois ZEC revenue (including the impact of zero emission credits generated in Illinois from June 1, 2017 through December 31, 2017);
Long-lived asset impairments primarily related to the EGTP assets held for sale in 2017;
Increased capacity prices;
The impact of lower federal income tax rate as a result of the TCJA at Generation;
Net realized gains on NDT funds; and
Decreased nuclear outage days.
Year Ended December 31, 2017 Compared to Year Ended December 31, 2016.Net income attributable to membership interest increased by $2,227 million primarily due to:
Impacts associated with the one-time remeasurement of deferred income taxes as a result of the TCJA;
The gain associated with the FitzPatrick acquisition;
Accelerated depreciation and amortization due to the decision to early retire the TMI nuclear facility in 2017 compared to the previous decision in 2016 to early retire the Clinton and Quad Cities nuclear facilities;
Higher net unrealized and realized gains on NDT funds;
Decreased accelerated depreciation and amortization due to the early retirement of the Oyster Creek nuclear facility in September 2018 and TMI in September 2019and the absence of a charge associated with the remeasurement of the Oyster Creek ARO;
The impactDecreased operating and maintenance expense at Generation which includes the impacts of the New York ZEC revenue;previous cost management programs and lower pension and OPEB costs, and increased NEIL insurance distributions;
The gain recorded upon deconsolidation of EGTP's net liabilities;
Increased capacity prices;
A benefit associated with the remeasurement of the TMI ARO in the first quarter of 2019and the annual nuclear ARO update in the third quarter of 2019;
Decreased nuclear outage days.days;
TheseLower mark-to-market losses;
Research and development income tax credits.

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The increases were partially offset by:by;
Long-lived asset impairments primarily related to the EGTP assets held for sale;
Lower realized energy prices;and
Lower realized energy prices;capacity prices.
The conclusion of the Ginna Reliability Support Services Agreement;
Increased costs related to the acquisition of the FitzPatrick nuclear facility; and
Increased mark-to-market losses.
Revenues Net of Purchased Power and Fuel Expense. The basis for Generation’sGeneration's reportable segments is the integrated management of its electricity business that is located in different geographic regions, and largely representative of the footprints of ISO/RTO and/or NERC regions, which utilize multiple supply sources to provide electricity through various distribution channels (wholesale and retail). Generation's hedging strategies and risk metrics are also aligned with these same geographic regions. Generation's sixfive reportable segments are Mid-Atlantic, Midwest, New England,York, ERCOT and Other Power Regions. During the first quarter of 2019, due to a change in economics in our New England region, Generation is changingchanged the way that information is reviewed by the CODM. The New England region will no longer be regularly reviewed as a separate region by the CODM nor will it be presented separately in any external information presented to third parties. Information for the New England region will be reviewed by the CODM as part of Other Power Regions. As a result, beginning in the first quarter of 2019, Generation will disclose five reportable segments consisting of Mid-Atlantic, Midwest, New York, ERCOT and

Other Power Regions. See Note 24 - 5Segment Information of the Combined Notes to Consolidated Financial Statements for additional information on these reportable segments.
The following business activities are not allocated to a region and are reported under Other: natural gas, as well as other miscellaneous business activities that are not significant to overall operating revenues or results of operations. Further, the following activities are not allocated to a region and are reported in Other: amortization of certain intangible assets relating to commodity contracts recorded at fair value from mergers and acquisitions; accelerated nuclear fuel amortization associated with nuclear decommissioning; and other miscellaneous revenues.
Generation evaluates the operating performance of electric business activities using the measure of RNF. Operating revenues include all sales to third parties and affiliated sales to the Utility Registrants. Purchased power costs include all costs associated with the procurement and supply of electricity including capacity, energy and ancillary services. Fuel expense includes the fuel costs for owned generation and fuel costs associated with tolling agreements.
For the years ended December 31, 20182019 compared to 2017 and December 31, 2017 compared to 2016, 2018, RNF by region were as follows:
    2018 vs. 2017   2017 vs. 2016    2019 vs. 2018
2018 2017 Variance % Change 2016 Variance % Change2019 2018 Variance % Change
Mid-Atlantic(a)
$3,073
 $3,214
 $(141) (4.4)% $3,317
 $(103) (3.1)%$2,655
 $3,073
 $(418) (13.6)%
Midwest(a)(b)
3,135
 2,820
 315
 11.2 % 2,971
 (151) (5.1)%2,962
 3,135
 (173) (5.5)%
New England354
 514
 (160) (31.1)% 438
 76
 17.4 %
New York(c)
1,122
 1,008
 114
 11.3 % 752
 256
 34.0 %
New York1,094
 1,122
 (28) (2.5)%
ERCOT258
 332
 (74) (22.3)% 281
 51
 18.1 %308
 258
 50
 19.4 %
Other Power Regions375
 305
 70
 23.0 % 336
 (31) (9.2)%620
 729
 (109) (15.0)%
Total electric revenues net of purchased power and fuel expense8,317

8,193

124
 1.5 % 8,095

98
 1.2 %7,639

8,317

(678) (8.2)%
Proprietary Trading42
 18
 24
 n.m.
 15
 3
 n.m.
Mark-to-market losses(319) (175) (144) 82.3 % (41) (134) 326.8 %(215) (319) 104
 (32.6)%
Other(b)
704
 774
 (70) (9.0)% 858
 (84) (9.8)%
Other644
 746
 (102) (13.7)%
Total revenue net of purchased power and fuel expense$8,744

$8,810

$(66) (0.7)% $8,927

$(117) (1.3)%$8,068

$8,744

$(676) (7.7)%
_________
(a)Includes results of transactions with PECO, and BGE, in the Mid-Atlantic region and results of transactions with ComEd in the Midwest region. As a result of the PHI merger, includes results of transactions with Pepco, DPL and ACE in the Mid-Atlantic region beginning on March 24, 2016.ACE.
(b)
Other represents activities not allocated to a region. Includes amortizationresults of intangible assets related to commodity contracts recorded at fair value of a $54 million decrease to RNF and a $57 million decrease to RNF for the years ended December 31, 2017 and 2016, respectively, accelerated nuclear fuel amortization associatedtransactions with announced early plant retirements, as discussed in Note 8 - Early Plant Retirements of the Combined Notes to Consolidated Financial Statements, of $57 million, $12 million and $60 million for the years ended December 31, 2018, 2017 and 2016, respectively, and gain on the settlement of a long-term gas supply agreement of $75 million for the year ended December 31, 2018.
(c)Includes the ownership of the FitzPatrick nuclear facility from March 31, 2017.ComEd.



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Generation’s supply sources by region are summarized below:
     2019 vs. 2018
Supply Source (GWhs)2019 2018 Variance % Change
Nuclear Generation(a)
       
Mid-Atlantic58,347
 64,099
 (5,752) (9.0)%
Midwest94,890
 94,283
 607
 0.6 %
New York28,088
 26,640
 1,448
 5.4 %
Total Nuclear Generation181,325
 185,022
 (3,697) (2.0)%
Fossil and Renewables      

Mid-Atlantic2,884
 3,670
 (786) (21.4)%
Midwest1,374
 1,373
 1
 0.1 %
New York5
 3
 2
 66.7 %
ERCOT13,572
 11,180
 2,392
 21.4 %
Other Power Regions11,476
 13,256
 (1,780) (13.4)%
Total Fossil and Renewables29,311

29,482
 (171) (0.6)%
Purchased Power      

Mid-Atlantic 
14,790
 6,506
 8,284
 127.3 %
Midwest1,424
 996
 428
 43.0 %
ERCOT4,821
 6,550
 (1,729) (26.4)%
Other Power Regions48,673
 44,998
 3,675
 8.2 %
Total Purchased Power69,708
 59,050

10,658
 18.0 %
Total Supply/Sales by Region      

Mid-Atlantic(b)
76,021
 74,275
 1,746
 2.4 %
Midwest(b)
97,688
 96,652
 1,036
 1.1 %
New York28,093
 26,643
 1,450
 5.4 %
ERCOT18,393
 17,730
 663
 3.7 %
Other Power Regions60,149
 58,254
 1,895
 3.3 %
Total Supply/Sales by Region280,344

273,554

6,790
 2.5 %
     2018 vs. 2017   2017 vs. 2016
Supply Source (GWhs)2018 2017 Variance % Change 2016 Variance % Change
Nuclear Generation(a)
             
Mid-Atlantic64,099
 64,466
 (367) (0.6)% 63,447
 1,019
 1.6 %
Midwest94,283
 93,344
 939
 1.0 % 94,668
 (1,324) (1.4)%
New York(c)
26,640
 25,033
 1,607
 6.4 % 18,684
 6,349
 34.0 %
Total Nuclear Generation185,022
 182,843
 2,179
 1.2 % 176,799
 6,044
 3.4 %
Fossil and Renewables      

     

Mid-Atlantic3,670
 2,789
 881
 31.6 % 2,731
 58
 2.1 %
Midwest1,373
 1,482
 (109) (7.4)% 1,488
 (6) (0.4)%
New England4,731
 7,179
 (2,448) (34.1)% 6,968
 211
 3.0 %
New York3
 3
 
  % 3
 
  %
ERCOT11,180
 12,072
 (892) (7.4)% 6,785
 5,287
 77.9 %
Other Power Regions8,525
 6,869
 1,656
 24.1 % 8,179
 (1,310) (16.0)%
Total Fossil and Renewables29,482

30,394
 (912) (3.0)% 26,154

4,240
 16.2 %
Purchased Power      

     

Mid-Atlantic 
6,506
 9,801
 (3,295) (33.6)% 16,874
 (7,073) (41.9)%
Midwest996
 1,373
 (377) (27.5)% 2,255
 (882) (39.1)%
New England26,033
 18,517
 7,516
 40.6 % 16,632
 1,885
 11.3 %
New York
 28
 (28)  % 
 28
  %
ERCOT6,550
 7,346
 (796) (10.8)% 10,637
 (3,291) (30.9)%
Other Power Regions18,965
 14,530
 4,435
 30.5 % 13,589
 941
 6.9 %
Total Purchased Power59,050
 51,595

7,455
 14.4 % 59,987
 (8,392) (14.0)%
Total Supply/Sales by Region      

     

Mid-Atlantic(b)
74,275
 77,056
 (2,781) (3.6)% 83,052
 (5,996) (7.2)%
Midwest(b)
96,652
 96,199
 453
 0.5 % 98,411
 (2,212) (2.2)%
New England30,764
 25,696
 5,068
 19.7 % 23,600
 2,096
 8.9 %
New York26,643
 25,064
 1,579
 6.3 % 18,687
 6,377
 34.1 %
ERCOT17,730
 19,418
 (1,688) (8.7)% 17,422
 1,996
 11.5 %
Other Power Regions27,490
 21,399
 6,091
 28.5 % 21,768
 (369) (1.7)%
Total Supply/Sales by Region273,554

264,832

8,722
 3.3 % 262,940

1,892
 0.7 %
__________
(a)Includes the proportionate share of output where Generation has an undivided ownership interest in jointly-owned generating plants and includes the total output of plants that are fully consolidated (e.g. CENG).
(b)Includes affiliate sales to PECO, BGE, Pepco, DPL and BGEACE in the Mid-Atlantic region and affiliate sales to ComEd in the Midwest region. As a result of the PHI Merger, includes affiliate sales to Pepco, DPL and ACE in the Mid-Atlantic region beginning on March 24, 2016.
(c)Includes the ownership of the FitzPatrick nuclear facility from March 31, 2017.



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For the years ended December 31, 20182019 compared to 2017 and December 31, 2017 compared to 2016,2018 changes in RNF by region were as follows:
 2019 vs. 2018
 (Decrease)/IncreaseDescription
Mid-Atlantic$(418)
• decreased revenue due to the permanent cease of generation operations at Oyster Creek in the third quarter of 2018 and Three Mile Island in the third quarter of 2019
• lower realized energy prices
• decreased capacity prices, partially offset by
• increased ZEC revenues due to the approval of the NJ ZEC program in the second quarter of 2019
Midwest(173)
• the absence of the revenue recognized in the first quarter of 2018 related to ZECs generated in Illinois from June through December 2017
• decreased capacity prices
New York(28)
• lower realized energy prices
• decreased capacity prices, partially offset by
• increased ZEC revenues due to higher ZEC prices and increased nuclear output
• decreased nuclear outage days
ERCOT50
• higher realized energy prices
Other Power Regions(109)
• decreased capacity prices
• lower realized energy prices
Mark-to-market(a)
104
• losses on economic hedging activities of $215 million in 2019 compared to losses of $319 million in 2018
Other(102)
• the absence of the gain on the settlement of a long-term gas supply agreement
• congestion activity, partially offset by
• decrease in accelerated nuclear fuel amortization associated with announced early plant retirements

Total$(676) 
_________
 2018 vs. 20172017 vs. 2016
 Increase/(Decrease)DescriptionIncrease/(Decrease)Description
Mid-Atlantic$(141)
• lower realized energy prices,
  partially offset by
• increased capacity prices
$(103)
• lower load volumes
• lower realized energy prices
• decreased capacity prices,
  partially offset by
• the absence of oil inventory write-downs in 2017
• decreased nuclear outage days
Midwest315
• the impact of the Illinois ZES
• increased capacity prices,
  partially offset by
• lower realized energy prices
(151)
• lower realized energy prices
• increased nuclear outage days, partially offset by
• decreased fuel prices
New England(160)
• lower realized energy prices,
  partially offset by
• increased capacity prices
76
• increased capacity prices,
  partially offset by
• lower realized energy prices
New York114
• impact of the New York CES
• acquisition of Fitzpatrick,
  partially offset by
• the conclusion of the Ginna Reliability Support Service Agreement
256
• the impact of the New York CES
• acquisition of FitzPatrick,
  partially offset by
• conclusion of the Ginna Reliability Support Service Agreement
• lower realized energy prices
ERCOT(74)
• deconsolidation of EGTP in 2017,
  partially offset by
• the addition of two combined-cycle gas turbines in Texas
51
• the addition of two combined-cycle gas turbines in Texas,
  partially offset by
• lower realized energy prices
Other Power Regions70
• higher realized energy prices(31)• lower realized energy prices
Proprietary Trading24
• congestion activity3
• congestion activity
Mark-to-Market(144)• losses on economic hedging activities of $319 million in 2018 compared to losses of $175 million in 2017(134)• losses on economic hedging activities of $175 million in 2017 compared to losses of $41 million in 2016
Other(70)
• decline in revenues related to the energy efficiency business
• the sale of Generation's electrical contracting business in 2018
• accelerated nuclear fuel amortization associated with announced early plant retirements,
  partially offset by
• the absence of amortization of energy contracts recorded at fair value associated with prior acquisitions
• gain on the settlement of a long-term gas supply agreement
(84)
• the impacts of declining natural gas prices on Generation's natural gas portfolio
• decline in revenues related to the distributed generation business,
  partially offset by
• decrease in accelerated nuclear fuel amortization associated with announced early plant retirements
Total$(66) $(117) 
(a) See Note 15 — Derivative Financial Instruments for additional information on mark-to-market losses.

Nuclear Fleet Capacity Factor. The following table presents nuclear fleet operating data for the Generation-operated plants, which reflects ownership percentage of stations operated by Exelon, excluding Salem, which is operated by PSEG Nuclear, LLC and including the ownership of the FitzPatrick nuclear facility from March 31, 2017.PSEG. The nuclear fleet capacity factor presented in the table is defined as the ratio of the actual output of a plant over a period of time to its output if the plant had operated at full average annual mean capacity for that time period. Generation considers capacity factor to be a useful measure to analyze the nuclear fleet performance between periods. Generation has included the analysis below as a complement to the financial information provided in accordance with GAAP. However, these measures are not a presentation defined under GAAP and may not be comparable to other companies’ presentations or be more useful than the GAAP information provided elsewhere in this report.
2018 2017 20162019 2018
Nuclear fleet capacity factor94.6% 94.1% 94.6%95.7% 94.6%
Refueling outage days274
 293
 245
209
 274
Non-refueling outage days38
 53
 63
51
 38

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Generation

The changes in Operating and maintenance expense, consisted of the following:
 
Increase (Decrease)
2018 vs. 2017
(a)
Impairment and related charges of certain generating assets(b)
$(432)
Merger and integration costs(c)
(68)
Insurance(36)
Pension and non-pension postretirement benefits expense(22)
BSC costs13
Plant retirements and divestitures(d)
53
Accretion expense(14)
Nuclear refueling outage costs, including the co-owned Salem plant(24)
Labor, other benefits, contracting and materials(e)
(255)
Vacation policy change(f)
40
Change in environmental liabilities(45)
Other(45)
Decrease in operating and maintenance expense$(835)
 (Decrease) Increase
2019 vs. 2018
Labor, other benefits, contracting, materials(a)
$(174)
Nuclear refueling outage costs, including the co-owned Salem plants(87)
Corporate allocations(82)
Insurance(b)
(47)
Merger and integration costs(4)
Plant retirements and divestitures(c)
(175)
Change in environmental liabilities7
ARO update(d)
(70)
Asset Impairments(e)
(32)
Pension and non-pension postretirement benefits expense(62)
Allowance for uncollectible accounts(14)
Accretion expense(77)
Other(f)
71
Decrease in operating and maintenance expense$(746)
__________
(a)IncludesPrimarily reflects decreased costs related to the ownershippermanent cease of the FitzPatrick nuclear facilitygeneration operations at Oyster Creek, lower labor costs resulting from March 31, 2017.previous cost management programs, and lower pension and OPEB costs.
(b)Primarily reflects a supplemental NEIL insurance distribution received in the impairmentfourth quarter of certain wind projects in 2018 and charges to earnings related to impairments as a result of the EGTP assets in 2017.2019.
(c)Primarily reflects mergerdue to the benefit recorded in the first quarter of 2019 for the remeasurement of the TMI ARO and integration coststhe absence of a charge associated with the PHI and FitzPatrick acquisitions, including, if and when applicable, professional fees, employee-related expenses and integration activities.remeasurement of the Oyster Creek ARO in the third quarter of 2018.
(d)Primarily represents the announcementreflects a benefit related to early retire the Oyster CreekGeneration's annual nuclear facility, a charge associated with a remeasurement of the Oyster Creek ARO compared to the previous decision to early retire the TMI nuclear facility in 2017.update for non-regulatory units.
(e)Primarily reflects decreased spending related to energy efficiency projects and decreased costs relateddue to the saleimpairment of Generation's electrical contracting business.certain wind projects recorded in the second quarter of 2018.
(f)Primarily reflectsdue to the reversal of previously accrued vacation expensesincreased revenue as a result of a change in Exelon's vacation vesting policy.research and development tax refund.

Depreciation and amortization expense for the year ended December 31, 2019 compared to the year ended December 31, 2018 decreased primarily due to the permanent cessation of generation operations at Oyster Creek in the third quarter of 2018 and TMI in the fourth quarter of 2019.
Gain (loss) on sales of assets and businesses for the year ended December 31, 2019 compared to the year ended December 31, 2018 decreased primarily due to Generation's sale of Oyster Creek.
Other, net for the year ended December 31, 2019 compared to the same period in 2018 increased for the twelve months ended December 31, 2019 compared to the same period in 2018 due to activity associated with NDT funds as described in the table below.
 
Increase (Decrease)
2017 vs. 2016
(a)
Impairment and related charges of certain generating assets (b)
$307
Merger and integration costs13
ARO update(c)
84
Pension and non-pension postretirement benefits expense(c)
10
BSC costs23
Plant retirements and divestitures(d)
127
Accretion expense(e)
35
Nuclear refueling outage costs, including the co-owned Salem plant(f)
104
Merger commitments(g)
(53)
Labor, other benefits, contracting and materials(h)
38
Cost management program(2)
Curtailment of Generation growth and development activities(i)
(24)
Vacation policy change(j)
(40)
Allowance for uncollectible accounts33
Change in environmental liabilities44
Other(63)
Increase in operating and maintenance expense$636
 2019 2018
Net unrealized gains (losses) on NDT funds(a)
$411
 $(483)
Net realized gains on sale of NDT funds(a)
253
 180
Interest and dividend income on NDT funds(a)
110
 122
Contractual elimination of income tax expense(b)
216
 (38)
Other33
 41
Total other, net$1,023
 $(178)
___________________
(a)IncludesUnrealized gains (losses), realized gains and interest and dividend income on the ownership ofNDT funds are associated with the FitzPatrick nuclear facility from March 31, 2017.Non-Regulatory Agreement units.
(b)Primarily reflects charges to earnings related to impairments as a resultContractual elimination of income tax expense is associated with the income taxes on the NDT funds of the EGTP assets in 2017 and impairment of Upstream assets and certain wind projects in 2016.
(c)Primarily reflects the non-cash benefit pursuant to the annual update of the nuclear decommissioning obligation related to the non-regulatory units in 2017 compared to 2016.
(d)Primarily represents the announcement of the early retirement of the TMI nuclear facility in 2017 compared to the previous decision to early retire the Clinton and Quad Cities nuclear facilities in 2016.
(e)Reflects the impact of increased accretion expenses primarily due to the acquisition of FitzPatrick on March 31, 2017.
(f)Primarily reflects an increase in the number of nuclear outage days during 2017 compared to 2016.
(g)Primarily represents costs incurred as part of the settlement orders approving the PHI merger during 2016.
(h)Reflects increased salaries, wages and contracting costs primarily related to the acquisition of the FitzPatrick nuclear facility beginning on March 31, 2017.
(i)Reflects the one-time recognition for a loss on sale of assets and asset impairment charges pursuant to Generation's strategic decision in the fourth quarter of 2016 to narrow the scope and scale of its growth and development activities.
(j)Represents the reversal of previously accrued vacation expenses as a result of a change in Exelon's vacation vesting policy.Regulatory Agreement units.
Depreciation and amortization expense for the year ended December 31, 2018 compared to the year ended December 31, 2017 increased primarily due to accelerated depreciation and amortization expenses associated with the decision to early retire the Oyster Creek nuclear facility in 2018 compared to the previous decision to early retire the TMI nuclear facility in 2017.
Depreciation and amortization expense for the year ended December 31, 2017 compared to the year ended December 31, 2016 decreased primarily due to accelerated depreciation and increased nuclear decommissioning amortization related to the previous decision to early retire the Clinton and Quad Cities nuclear facilities in 2016 compared to the decision to early retire the TMI nuclear facility in 2017.
Gain (loss) on sales
89

Table of assets and businesses for the year ended December 31, 2018 compared to the year ended December 31, 2017 increased due to Generation's 2018 sale of its electrical contracting business.Contents
Gain (loss) on sales of assets and businesses for the year ended December 31, 2017 compared to the year ended December 31, 2016 increased primarily due to certain Generation projects and contracts being terminated or renegotiated in 2016, partially offset by a gain associated with Generation's sale of the retired New Boston generating site in 2016.


Bargain purchase gain for the year ended December 31, 2018 compared to the year ended December 31, 2017. decreased as a result of the gain associated with the FitzPatrick acquisition. See Note 5 — Mergers, Acquisitions Effective income tax rates were 26.9%and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information.
Gain on deconsolidation of business for the year ended December 31, 2018 compared to the year ended December 31, 2017 decreased due to the deconsolidation of EGTP's net liabilities, which included the previously impaired assets and related debt, as a result of the November 2017 bankruptcy filing. See Note 5 — Mergers, Acquisitions and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information.
Other, Net decreased primarily due to the net decrease in unrealized gains related to the NDT funds of Generation’s Non-Regulatory Agreement Units as described in the table below.  Other, net also reflects $45 million, $209 million and $80 million(29.5)% for the years ended December 31, 2018, 20172019 and 2016 respectively, related to the contractual elimination of income tax expense (benefit) associated with the NDT funds of the Regulatory Agreement Units. See Note 15 — Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information regarding NDT funds.
The following table provides unrealized and realized gains (losses) on the NDT funds of the Non-Regulatory Agreement Units:
 2018 2017 2016
Net unrealized (losses) gains on NDT funds$(483) $521
 $194
Net realized gains on sale of NDT funds180
 95
 35
Effective income tax rates were (29.5)%, (94.6)% and 32.9% for the years ended December 31, 2018, 2017 and 2016, respectively. The increasechange in 2019 is primarily related to impacts associated with theresearch and development claims, renewable tax credits and one-time remeasurement of deferred income taxes in 2017 as a result of the TCJA.adjustments. See Note 1413 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional informationinformation.
Equity in losses of unconsolidated affiliates for the twelve months ended December 31, 2019 compared to the same period in 2018 decreased primarily due to the impairment of equity method investments in certain distributed energy companies.
Net income attributable to noncontrolling interests for the twelve months ended December 31, 2019 compared to the same period in 2018 decreased primarily due to the offsetting noncontrolling interest impact of the changeimpairment of equity method investments in the effective income tax rate.certain distributed energy companies.



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Results of Operations—ComEd
2018 2017 Favorable (unfavorable) 2018 vs. 2017 variance 2016 Favorable (unfavorable) 2017 vs. 2016 variance2019 2018 Favorable (unfavorable) 2019 vs. 2018 variance 2017 Favorable (unfavorable) 2018 vs. 2017 variance
Operating revenues$5,882
 $5,536
 $346
 $5,254
 $282
$5,747
 $5,882
 $(135) $5,536
 $346
Purchased power expense2,155
 1,641
 (514) 1,458
 (183)1,941
 2,155
 214
 1,641
 (514)
Revenues net of purchased power expense3,727
 3,895
 (168) 3,796
 99
3,806
 3,727
 79
 3,895
 (168)
Other operating expenses                  
Operating and maintenance1,335
 1,427
 92
 1,530
 103
1,305
 1,335
 30
 1,427
 92
Depreciation and amortization940
 850
 (90) 775
 (75)1,033
 940
 (93) 850
 (90)
Taxes other than income311
 296
 (15) 293
 (3)
Taxes other than income taxes301
 311
 10
 296
 (15)
Total other operating expenses2,586
 2,573
 (13) 2,598
 25
2,639
 2,586
 (53) 2,573
 (13)
Gain on sales of assets5
 1
 4
 7
 (6)4
 5
 (1) 1
 4
Operating income1,146
 1,323
 (177) 1,205
 118
1,171
 1,146
 25
 1,323
 (177)
Other income and (deductions)                  
Interest expense, net(347) (361) 14
 (461) 100
(359) (347) (12) (361) 14
Other, net33
 22
 11
 (65) 87
39
 33
 6
 22
 11
Total other income and (deductions)(314) (339) 25
 (526) 187
(320) (314) (6) (339) 25
Income before income taxes832
 984
 (152) 679
 305
851
 832
 19
 984
 (152)
Income taxes168
 417
 249
 301
 (116)163
 168
 5
 417
 249
Net income$664
 $567
 $97
 $378
 $189
$688
 $664
 $24
 $567
 $97
Year Ended December 31, 20182019 Compared to Year Ended December 31, 2017.2018.Net income increased by $97$24 million primarily due to higher electric distribution, transmission and energy efficiency formula rate earnings (reflecting the impacts of increased capital investment). The TCJA did not significantly impact Net income as the favorable income tax impacts were predominantlyhigher rate base, partially offset by lower revenues resulting from the pass back of the tax savings through customer rates.
Year Ended December 31, 2017 Compared to Year Ended December 31, 2016.Net income increased $189 million primarily due to the recognition of the penalty and the after-tax interest due on the asserted penalty related to the Tax Court's decision on Exelon's like-kind exchange tax position in 2016 and increased electric distribution and transmission formula rate earnings (reflecting the impacts of increased capital investment and higher allowed electric distribution ROE). The higher Net income was partially offset by the impact of weather conditionsROE due to a decrease in 2016. See Revenue Decoupling discussion below for additional information on the impact of weather.treasury rates).
Revenues Net of Purchased Power Expense. There are certain drivers of Operating revenues that are fully offset by their impact on Purchased power expense, such as commodity, REC and ZEC procurement costs and participation in customer choice programs. ComEd recovers electricity, REC and ZEC procurement costs from customers without mark-up. Therefore, fluctuations in these costs have no impact on RNF.
Customers have the choice to purchase electricity from a competitive electric generation supplier. Customer choice programs do not impact the volume of deliveries, but do impact Operating revenues related to supplied electricity.

The changes in RNF consisted of the following:
 Increase (Decrease)
2018 vs. 2017
 Increase (Decrease)
2017 vs. 2016
Weather(a)
$
 $(36)
Volume(a)

 (5)
Pricing and customer mix(a)

 (18)
Electric distribution revenue(127) 170
Transmission revenue(43) 60
Energy efficiency revenue(b)
47
 16
Regulatory required programs(b)
(97) (85)
Uncollectible accounts recovery, net6
 (7)
Other46
 4
Total (decrease) increase$(168) $99
 Increase (Decrease)
2019 vs. 2018
Electric distribution revenue$47
Transmission revenue32
Energy efficiency revenue47
Uncollectible accounts recovery, net(7)
Other(40)
Total increase$79
__________
(a)For the year ended December 31, 2017, compared to the same period in 2016, the changes reflect the 2016 impacts of weather, volume and pricing and customer mix. Pursuant to the revenue decoupling provision in FEJA, ComEd began recording an adjustment to revenue in the first quarter of 2017 to eliminate the favorable or unfavorable impacts associated with variations in delivery volumes associated with above or below normal weather, number of customers or usage per customer.
(b)Beginning June 1, 2017, ComEd is deferring energy efficiency costs as a regulatory asset that will be recovered through the energy efficiency formula rate over the weighted average useful life of the related energy efficiency measures.

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Revenue Decoupling. The demand for electricity is affected by weather and customer usage. However, beginning January 1, 2017, Operating revenues are not impacted by abnormal weather, usage per customer or number of customers as a result of a change to the electric distribution formula rate pursuant to FEJA.
Distribution Revenue. EIMA and FEJA provide for a performance-based formula rate, which requires an annual reconciliation of the revenue requirement in effect to the actual costs that the ICC determines are prudently and reasonably incurred in a given year. Electric distribution revenue varies from year to year based upon fluctuations in the underlying costs (e.g., severe weather and storm restoration), investments being recovered and allowed ROE. During the year ended December 31, 2018,2019, as compared to the same period in 2017,2018, electric distribution revenue decreased $127 million,increased primarily due to the impact of the lower federal income tax rate, partially offset by increased revenues due to higher rate base and increased Depreciation expense. During the year ended December 31, 2017, as compared to the same period in 2016, electric distribution revenue increased $170 million, primarily due to increased capital investment, increased Depreciation expense, higherdepreciation expenses, offset by lower allowed ROE due to an increasea decrease in treasury rates and revenue decoupling impacts (as described above).rates. See Operating and Maintenance Expense below and Note 43 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
Transmission Revenue. Under a FERC-approved formula, transmission revenue varies from year to year based upon fluctuations in the underlying costs, capital investments being recovered and the highest daily peak load, which is updated annually in January based on the prior calendar year. Generally, increases/decreases in the highest daily peak load will result in higher/lower transmission revenue. Transmission revenue decreased forDuring the year ended December 31, 2019, as compared to the same period in 2018, transmission revenue increased primarily due to decreased peak load and the impact of the lower federal tax rate, partially offset by increased revenues due topeak load, higher rate base, and increased Depreciation expense. Transmission revenue increased for the year ended December 31, 2017, primarily due to increased capital investment, higher Depreciation expense, and increased highest daily peak load.fully recoverable costs. See Operating and Maintenance Expense below and Note 43 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
Energy Efficiency Revenue.Beginning June 1, 2017, FEJA provides for a performance-based formula rate, which requires an annual reconciliation of the revenue requirement in effect to the actual costs that the ICC determines are prudently and reasonably incurred in a given year. Under FEJA, energy efficiency revenue varies from year to year based upon fluctuations in the underlying costs, investments being recovered, and allowed ROE. Energy efficiency revenue increased for the year ended December 31, 2019, as compared to the same period in 2018, primarily due to the impact of higher rate base and increased regulatory asset amortization. See Depreciation and amortization expense discussions below and Note 43 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

Regulatory Required Programs represent revenues collected under approved rate riders to recover costs incurred for regulatory programs such as purchased power administrative costs and energy efficiency and demand response through June 1, 2017 pursuant to FEJA. The riders are designed to provide full and current cost recovery. The costs of such programs are included in Operating and maintenance expense. Revenues from regulatory programs decreased for the year ended December 31, 2018, as compared to the same period in 2017, and for the year ended December 31, 2017, as compared to the same period in 2016, primarily due to the fact that beginning on June 1, 2017, ComEd is deferring energy efficiency costs as a regulatory asset that will be recovered through the energy efficiency formula rate over the weighted average useful life of the related energy efficiency measures.
Uncollectible Accounts Recovery, Netrepresents recoveries under the uncollectible accounts tariff. See Operating and maintenance expense discussion below for additional information on this tariff.
Other revenue includes rental revenue, revenue related to late payment charges, mutual assistance revenues and recoveries of environmental costs associated with MGP sites. The increasedecrease in Other revenue for the yearsyear ended December 31, 2018,2019, as compared to the same period in 20172018, primarily reflects absence of mutual assistance revenues associated with hurricane and winter storm restoration efforts.efforts that occurred in Q1 2018. An equal and offsetting amount has beenwas included in Operating and maintenance expense and Taxes other than income.expense.
See Note 245 — Segment Information of the Combined Notes to Consolidated Financial Statements for the presentation of ComEd's revenue disaggregation.
The changes in Operating and maintenance expense consisted of the following:
 Increase (Decrease)
2018 vs. 2017
 Increase (Decrease)
2017 vs. 2016
Baseline   
Labor, other benefits, contracting and materials(a)
$20
 $(41)
Pension and non-pension postretirement benefits expense
 3
Storm costs(19) 2
Uncollectible accounts expense—provision(b)
5
 (6)
Uncollectible accounts expense—recovery, net(b)
1
 (1)
BSC costs(a)(c)
(5) 44
Other(a)
3
 (19)
 5
 (18)
Regulatory required programs   
Energy efficiency and demand response programs(d)
(97) (85)
Decrease in operating and maintenance expense$(92) $(103)
 (Decrease) Increase
2019 vs. 2018
Baseline 
Pension and non-pension postretirement benefits expense(a)
$(36)
Labor, other benefits, contracting and materials(b)
(27)
Uncollectible accounts expense(c)
(7)
Storm costs31
Other9
Total decrease$(30)

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__________
(a)Includes costs associated withPrimarily reflects an increase in discount rates and the favorable impacts of the merger of two of Exelon’s pension plans
effective in January 2019, partially offset by lower than expected asset returns in 2018.
(b)Primarily reflects absence of mutual assistance provided to other utilities in 2018.expenses and decreased contracting costs. An equal and offsetting increase has been recognized in Operating revenues for the period presented.
(b)(c)ComEd is allowed to recover from or refund to customers the difference between its annual uncollectible accounts expense and the amounts collected in rates annually through a rider mechanism. ComEd recorded a net decrease in uncollectible accounts for the year ended December 31, 2019, as compared to the same period in 2018, primarily due to the timing of regulatory cost recovery. An equal and offsetting amount has been recognized in Operating revenues for the periods presented.
(c)For the year ended December 31, 2017, primarily reflects increased information technology support services from BSC and includes the $8 million write-off of a regulatory asset related to Constellation merger and integration costs for which recovery is no longer expected.
(d)Beginning June 1, 2017 ComEd is deferring energy efficiency costs as a regulatory asset that will be recovered through the energy efficiency over the weighted average useful life of the related energy efficiency measures.

The increaseschanges in Depreciation and amortization expense consisted of the following:
Increase
2018 vs. 2017
 Increase
2017 vs. 2016
Increase
2019 vs. 2018
Depreciation expense(a)
$36
 $60
$58
Regulatory asset amortization(b)
53
 7
35
Other1
 8
Total increase$90
 $75
$93
__________
(a)Primarily reflectsReflects ongoing capital expenditures.expenditures and higher depreciation rates effective January 2019.
(b)Beginning in June 2017, includesIncludes amortization of ComEd's energy efficiency formula rate regulatory asset.
The decrease in Interest expense, net, for the year ended 2018 compared to the same period in 2017, and for the year ended 2017 compared to the same period in 2016, consisted of the following:
 Increase (Decrease)
2018 vs. 2017
 Increase (Decrease)
2017 vs. 2016
Interest expense related to uncertain tax positions(a)
$(13) $(104)
Interest expense on debt (including financing trusts)2
 6
Other(3) (2)
Decrease in interest expense, net$(14) $(100)
__________
(a)Primarily reflects the recognition of after-tax interest related to the Tax Court's decision on Exelon's like-kind exchange tax position in the 2016 and 2017. See Note 14—Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information.
The increase in Other, net, for the year ended 2018 compared to the same period in 2017, and for the year ended 2017 compared to the same period in 2016, consisted of the following:
 Increase
2018 vs. 2017
 Increase (Decrease)
2017 vs. 2016
Other income and deductions, net(a)
$1
 $88
AFUDC equity7
 (2)
Other3
 1
Increase (decrease) in Other, net$11
 $87
__________
(a)Primarily reflects the recognition of the penalty related to the Tax Court's decision on Exelon's like-kind exchange tax position in 2016.
Effective income tax rates for the years ended December 31, 2019 and 2018, 2017were 19.2% and 2016, were 20.2%, 42.4% and 44.3%, respectively. The decrease in the effective income tax rate for the year ended December 31, 2018, compared to the same period in 2017 is primarily due to the lower federal income tax rate as a result of the TCJA. The decrease in the effective income tax rate for the year ended December 31, 2017, compared to the same period in 2016 is primarily due to the recognition of a non-deductible penalty related to the Tax Court's decision on Exelon's like-kind exchange tax position in the third quarter of 2016. See Note 1413 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the effective income tax rates.


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Results of Operations—PECO
2018 2017 Favorable (unfavorable) 2018 vs. 2017 variance 2016 Favorable (unfavorable) 2017 vs. 2016 variance2019 2018 Favorable (unfavorable) 2019 vs. 2018 variance 2017 Favorable (unfavorable) 2018 vs. 2017 variance
Operating revenues$3,038
 $2,870
 $168
 $2,994
 $(124)$3,100
 $3,038
 $62
 $2,870
 $168
Purchased power and fuel expense1,090
 969
 (121) 1,047
 78
1,029
 1,090
 61
 969
 (121)
Revenues net of purchased power and fuel expense1,948
 1,901
 47
 1,947
 (46)2,071
 1,948
 123
 1,901
 47
Other operating expenses                  
Operating and maintenance898
 806
 (92) 811
 5
861
 898
 37
 806
 (92)
Depreciation and amortization301
 286
 (15) 270
 (16)333
 301
 (32) 286
 (15)
Taxes other than income163
 154
 (9) 164
 10
Taxes other than income taxes165
 163
 (2) 154
 (9)
Total other operating expenses1,362
 1,246
 (116) 1,245
 (1)1,359
 1,362
 3
 1,246
 (116)
Gain on sales of assets1
 
 1
 
 
1
 1
 
 
 1
Operating income587
 655
 (68) 702
 (47)713
 587
 126
 655
 (68)
Other income and (deductions)                  
Interest expense, net(129) (126) (3) (123) (3)(136) (129) (7) (126) (3)
Other, net8
 9
 (1) 8
 1
16
 8
 8
 9
 (1)
Total other income and (deductions)(121) (117) (4) (115) (2)(120) (121) 1
 (117) (4)
Income before income taxes466
 538
 (72) 587
 (49)593
 466
 127
 538
 (72)
Income taxes6
 104
 98
 149
 45
65
 6
 (59) 104
 98
Net income$460
 $434
 $26
 $438
 $(4)$528
 $460
 $68
 $434
 $26
Year Ended December 31, 20182019 Compared to Year Ended December 31, 2017.2018.Net income was higher due to favorable weather and volumes. The TCJA did not significantly impact Net Income as the favorable income tax impacts were predominantly offset increased by lower revenues resulting from the requirement to pass back the tax savings through customer rates.
Year Ended December 31, 2017 Compared to Year Ended December 31, 2016.Net income was lower$68 million primarily due to unfavorable weather. The TCJA did not significantly impact Net Income as the favorable income tax impacts were predominantlyhigher electric distribution rates that became effective January 2019, higher natural gas distribution rates and lower storm costs, partially offset by lower revenues resulting from the requirement to pass back the tax savings through customer rates.unfavorable weather conditions and volume.
Revenues Net of Purchased Power and Fuel Expense. There are certain drivers of Operating revenues that are fully offset by their impact on Purchased power and fuel expenses such as commodity and REC procurement costs and participation in customer choice programs. PECO's recovers electricity, natural gas and REC procurement costs from customers without mark-up. Therefore, fluctuations in these costs have no impact on RNF.
Customers have the choice to purchase electricity and natural gas from competitive electric generation and natural gas suppliers. Customer choice programs do not impact the volume of deliveries or RNF, but impact Operating revenues related to supplied electricity and natural gas.

The changes in RNF consisted of the following:
2018 vs. 2017 2017 vs. 20162019 vs. 2018
Increase (Decrease) Increase (Decrease)(Decrease) Increase
Electric Gas Total Electric Gas TotalElectric Gas Total
Weather$39
 $22
 $61
 $(28) $4
 $(24)$(11) $(8) $(19)
Volume37
 4
 41
 (18) 3
 (15)(22) 6
 (16)
Pricing(75) (1) (76) 8
 2
 10
112
 10
 122
Regulatory required programs11
 
 11
 (31) 
 (31)42
 9
 51
Transmission Revenue(13) 
 (13)
Other14
 (4) 10
 14
 
 14
(2) 
 (2)
Total increase (decrease)$26
 $21
 $47
 $(55) $9
 $(46)
Total increase$106
 $17
 $123

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Weather. The demand for electricity and natural gas is affected by weather conditions. With respect to the electric business, very warm weather in summer months and, with respect to the electric and natural gas businesses, very cold weather in winter months are referred to as “favorable weather conditions” because these weather conditions result in increased deliveries of electricity and natural gas. Conversely, mild weather reduces demand. For the year ended December 31, 20182019 compared to the same period in 20172018 RNF was increased by the impact of favorable weather conditions in PECO's service territory. For the year ended December 31, 2017 compared to the same period in 2016 RNF was reduceddecreased by the impact of unfavorable weather conditions in PECO’sPECO's service territory.
Heating and cooling degree days are quantitative indices that reflect the demand for energy needed to heat or cool a home or business. Normal weather is determined based on historical average heating and cooling degree days for a 30-year period in PECO’s service territory. The changes in heating and cooling degree days in PECO’s service territory for the years ended December 31, 20182019 and December 31, 20172018 compared to the same periods in 20172018 and 2016,2017, respectively, and normal weather consisted of the following:
For the Years Ended December 31,   % ChangeFor the Years Ended December 31,   % Change
Heating and Cooling Degree-Days2018 2017 Normal 2018 vs. 2017 2018 vs. Normal2019 2018 Normal 2019 vs. 2018 2019 vs. Normal
Heating Degree-Days4,539
 3,949
 4,487
 14.9 % 1.2 %4,307
 4,539
 4,458
 (5.1)% (3.4)%
Cooling Degree-Days1,584
 1,490
 1,411
 6.3 % 12.3 %1,610
 1,584
 1,415
 1.6 % 13.8 %
         
For the Years Ended December 31,   % Change
Heating and Cooling Degree-Days2017 2016 Normal 2017 vs. 2016 2017 vs. Normal
Heating Degree-Days3,949
 4,041
 4,603
 (2.3)% (14.2)%
Cooling Degree-Days1,490
 1,726
 1,290
 (13.7)% 15.5 %
Volume. Delivery Electric volume, exclusive of the effects of weather, for the year ended December 31, 20182019 compared to the same period in 2017, was driven by electric and primarily reflects the impact of moderate economic and customer growth partially offset by the impact of energy efficiency initiatives on customer usages primarily in the residential class. Additionally, the increase represents a shift in the volume profile across classes from the commercial and industrial classes2018, decreased due to the residential class.
Delivery volume, exclusive of the effects of weather, for the year ended December 31, 2017 compared to the same period in 2016, was driven by electric and primarily reflects the impact of energy efficiency initiatives onlower customer usages for residential, and small commercial and industrial electric classes, partially offset by solidthe impact of customer growth. Additionally,Natural gas volume for the decrease represents a shiftyear ended December 31, 2019 compared to the same period in the volume profile across classes from residential2018, increased due to customer and small commercial and industrial to large commercial and industrial.

economic growth.
Electric Retail Deliveries to Customers (in GWhs)2018 2017 % Change 2018 vs. 2017 Weather - Normal % Change 2016 % Change 2017 vs. 2016 Weather - Normal % Change2019 2018 % Change 2019 vs. 2018 
Weather - Normal % Change(b)
Retail Deliveries (a)
                    
Residential14,005
 13,024
 7.5 % 3.5 % 13,664
 (4.7)% (1.8)%13,650
 14,005
 (2.5)% (1.4)%
Small commercial & industrial8,177
 7,968
 2.6 % 0.2 % 8,099
 (1.6)% (1.1)%7,983
 8,177
 (2.4)% (1.2)%
Large commercial & industrial15,516
 15,426
 0.6 % 0.4 % 15,263
 1.1 % 1.4 %14,958
 15,516
 (3.6)% (3.4)%
Public authorities & electric railroads761
 809
 (5.9)% (5.6)% 890
 (9.1)% (9.1)%725
 761
 (4.7)% (5.0)%
Total electric retail deliveries38,459
 37,227
 3.3 % 1.4 % 37,916
 (1.8)% (0.5)%37,316
 38,459
 (3.0)% (2.3)%
__________
(a)Reflects delivery volumes and revenue from customers purchasing electricity directly from PECO and customers purchasing electricity from a competitive electric generation supplier as all customers are assessed distribution charges.
(b)Reflects the change in delivery volumes assuming normalized weather based on the historical 30-year average.
 As of December 31,
Number of Electric Customers2018 2017 2016
Residential1,480,925
 1,469,916
 1,456,585
Small commercial & industrial152,797
 151,552
 150,142
Large commercial & industrial3,118
 3,112
 3,096
Public authorities & electric railroads9,565
 9,569
 9,823
Total1,646,405
 1,634,149
 1,619,646


Natural Gas Deliveries to customers (in mmcf)2018 2017 % Change 2018 vs. 2017 
Weather-
Normal %
Change
 2016 % Change 2017 vs. 2016 
Weather-
Normal %
Change
Retail Deliveries (a)
             
Residential43,450
 37,919
 14.6% 1.8 % 36,872
 2.8 % 0.6 %
Small commercial & industrial21,997
 20,515
 7.2% (0.4)% 19,525
 5.1 % 1.9 %
Large commercial & industrial65
 23
 182.6% 175.8 % 50
 (54.0)% 28.3 %
Transportation26,595
 26,382
 0.8% (3.2)% 27,630
 (4.5)% (2.3)%
Total natural gas deliveries92,107
 84,839
 8.6% (0.2)% 84,077
 0.9 % 0.1 %
 As of December 31,
Number of Electric Customers2019 2018
Residential1,494,462
 1,480,925
Small commercial & industrial154,000
 152,797
Large commercial & industrial3,104
 3,118
Public authorities & electric railroads10,039
 9,565
Total1,661,605
 1,646,405


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PECO


Natural Gas Deliveries to customers (in mmcf)2019 2018 % Change 2019 vs. 2018 
Weather - Normal % Change(b)
Retail Deliveries (a)
       
Residential40,196
 43,450
 (7.5)% 0.9 %
Small commercial & industrial23,828
 21,997
 8.3 % 1.4 %
Large commercial & industrial50
 65
 (23.1)% 7.4 %
Transportation25,822
 26,595
 (2.9)% (1.3)%
Total natural gas deliveries89,896
 92,107
 (2.4)% 0.4 %
__________
(a)Reflects delivery volumes and revenue from customers purchasing electricity directly from PECO and customers purchasing electricity from a competitive electric generation supplier as all customers are assessed distribution charges.
(b)Reflects the change in delivery volumes assuming normalized weather based on the historical 30-year average.
As of December 31,As of December 31,
Number of Gas Customers2018 2017 20162019 2018
Residential482,255
 477,213
 472,606
487,337
 482,255
Small commercial & industrial44,170
 43,887
 43,664
44,374
 44,170
Large commercial & industrial1
 5
 4
2
 1
Transportation754
 771
 790
730
 754
Total527,180
 521,876
 517,064
532,443
 527,180
Pricing for the year ended December 31, 20182019 compared to the same period in 2017 reflects the anticipated pass back of the Tax Cuts and Jobs Act tax savings through customer rates.

2018 increased primarily due to an increase in electric distribution rates charged to customers. The increase in Operating revenues net of purchased power and fuel expense as a result of pricing forelectric distribution rates was effective January 1, 2019 in accordance with the year ended December 31, 2017 compared to2018 PAPUC approved electric distribution rate case settlement. Additionally, the same period in 2016 reflectsincrease represents revenue from higher overall effective rates due to decreased usage in the residential and small commercial and industrial customer classes. Operating revenues net of fuel expense as a result of pricing remained relatively consistent.natural gas distribution rates. See Note 43 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
Regulatory Required Programs represent revenues collected under approved riders to recover costs incurred for regulatory programs such as smart meter, energy efficiency, PGC and the GSA. The riders are designed to provide full and current cost recovery as well as a return. The costs of these programs are included in Operating and maintenance expense, Depreciation and amortization expense and Income taxes.
Transmission Revenue. Under a FERC approved formula, transmission revenue varies from year to year based upon fluctuations in the underlying costs and capital investments being recovered. Transmission revenue for the year ended December 31, 2019compared to the same period in 2018 decreased primarily due to lower operating and maintenance expenses and the terms of the settlement agreement approved by FERC in December 2019. See Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
Other revenue includes rental revenue, revenue related to late payment charges and mutual assistance revenues and wholesale transmission revenue.revenues.
See Note 24—5—Segment Information of the Combined Notes to Consolidated Financial Statements for the presentation of PECO's revenue disaggregation.

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PECO


The changes in Operating and maintenance expense consisted of the following:
Increase (Decrease)
2018 vs. 2017
 Increase (Decrease)
2017 vs. 2016
(Decrease) Increase
2019 vs. 2018
Baseline    
Labor, other benefits, contracting and materials$10
 $17
Storm-related costs (a)
63
 (7)$(30)
Pension and non-pension postretirement benefits expense(7) (3)(5)
Uncollectible accounts expense(2)
BSC costs
 4
2
Uncollectible accounts expense7
 (5)
Labor, other benefits, contracting and materials1
Other9
 
(7)
82
 6
(41)
Regulatory required programs    
Energy efficiency10
 (10)4
Other
 (1)
10
 (11)
Increase (decrease) in operating and maintenance expense$92
 $(5)
Decrease in operating and maintenance expense$(37)
__________
(a) Reflects increaseddecreased storm costs incurred fromdue to the Q1March 2018 winter storms.

The changes in Depreciation and amortization expense consisted of the following:
Increase (Decrease)
2018 vs. 2017
 Increase (Decrease)
2017 vs. 2016
Increase
2019 vs. 2018
Depreciation expense (a)
$13
 $17
$28
Regulatory asset amortization2
 (1)4
Increase in depreciation and amortization expense$15

$16
$32
__________
(a) Depreciation expense increased due to ongoing capital expenditures.
Taxes other than income increased for the year ended December 31, 2018, compared to the same period in 2017, primarily due to an increase in gross receipts tax driven by increased electric revenue.
Taxes other than income decreased for the year ended December 31, 2017, compared to the same period in 2016, primarily due to a decrease in gross receipts tax driven by decreases in electric revenue.

Effective income tax rates were 1.3%, 19.3%11.0% and 25.4%1.3% for the years ended December 31, 2019 and 2018, 2017 and 2016, respectively. The decrease is primarily due to the lower federal income tax rate as a result of the TCJA. See Note 1413 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information of the change in effective income tax rates.

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BGE


Results of Operations—BGE
2018 2017 Favorable (unfavorable) 2018 vs. 2017 variance 2016 Favorable (unfavorable) 2017 vs. 2016 variance2019 2018 Favorable (unfavorable) 2019 vs. 2018 variance 2017 Favorable (unfavorable) 2018 vs. 2017 variance
Operating revenues$3,169
 $3,176
 $(7) $3,233
 $(57)$3,106
 $3,169
 $(63) $3,176
 $(7)
Purchased power and fuel expense1,182
 1,133
 (49) 1,294
 161
1,052
 1,182
 130
 1,133
 (49)
Revenues net of purchased power and fuel expense1,987
 2,043
 (56) 1,939
 104
2,054
 1,987
 67
 2,043
 (56)
Other operating expenses                  
Operating and maintenance777
 716
 (61) 737
 21
760
 777
 17
 716
 (61)
Depreciation and amortization483
 473
 (10) 423
 (50)502
 483
 (19) 473
 (10)
Taxes other than income254
 240
 (14) 229
 (11)
Taxes other than income taxes260
 254
 (6) 240
 (14)
Total other operating expenses1,514
 1,429
 (85) 1,389
 (40)1,522
 1,514
 (8) 1,429
 (85)
Gain on sales of assets1
 
 1
 
 

 1
 (1) 
 1
Operating income474
 614
 (140) 550
 64
532
 474
 58
 614
 (140)
Other income and (deductions)                  
Interest expense, net(106) (105) (1) (103) (2)(121) (106) (15) (105) (1)
Other, net19
 16
 3
 21
 (5)28
 19
 9
 16
 3
Total other income and (deductions)(87) (89) 2
 (82) (7)(93) (87) (6) (89) 2
Income before income taxes387
 525
 (138) 468
 57
439
 387
 52
 525
 (138)
Income taxes74
 218
 144
 174
 (44)79
 74
 (5) 218
 144
Net income313
 307
 6
 294
 13
360
 313
 47
 307
 6
Preference stock dividends
 
 
 8
 8
Net income attributable to common shareholder$313
 $307
 $6
 $286
 $21
$360
 $313
 $47
 $307
 $6
Year Ended December 31, 20182019 Compared to Year Ended December 31, 2017.2018.Net income attributable to common shareholder increased by $6$47 million primarily due to higher natural gas distribution rates that became effective January 2019 and December 2019, higher electric distribution rates that became effective December 2019, and lower storm costs, partially offset by an increase in transmission formula rate revenues and the absence of the 2017 impairment of certain transmission-related income tax regulatory assets offset by increased storm restoration costs as a result of storms in March 2018 and September 2018. The TCJA did not significantly impact Net income attributable to common shareholder as the favorable income tax impacts were predominantly offset by lower revenues resulting from the pass back of the tax savings through customer rates.various expenses, including interest.
Year Ended December 31, 2017 Compared to Year Ended December 31, 2016.Net income attributable to common shareholder increased by $21 million primarily due to the impacts of the electric and natural gas distribution rate orders issued by the MDPSC in June 2016 and July 2016, an increase in transmission formula rate revenues, the absence of cost disallowances resulting from the 2016 distribution rate orders issued by the MDPSC, and decreased storm costs in 2017. These increases were partially offset by the favorable 2016 settlement of the Baltimore City conduit fee dispute, the initiation of cost recovery of the AMI programs under the distribution rate orders and increased capital investment, higher income tax expense primarily resulting from higher taxable income as well as a 2016 favorable adjustment, and the 2017 impairment of certain transmission-related income tax regulatory assets.

Revenues Net of Purchased Power and Fuel Expense. There are certain drivers to Operating revenues that are fully offset by their impact on Purchased power and fuel expense, such as commodity procurement costs and participation in customer choice programs. BGE recovers electricity, natural gas and other procurement costs from customers without mark-up. Therefore, fluctuations in these costs have no impact on RNF.
Customers have the choice to purchase electricity and natural gas from electric generation and natural gas competitive suppliers. Customer choice programs do not impact the volume of deliveries or RNF but impact Operating revenues related to supplied electricity and natural gas.

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BGE


The changes in RNF consisted of the following:
2018 vs. 2017 2017 vs. 20162019 vs. 2018
Increase (Decrease) Increase (Decrease)Increase (Decrease)
Electric Gas Total Electric Gas TotalElectric Gas Total
Distribution rate increase (decrease)$(62) $(28) $(90) $21
 $29
 $50
Distribution revenue$11
 $68
 $79
Regulatory required programs2
 2
 4
 17
 3
 20
(6) (4) (10)
Transmission revenue15
 
 15
 18
 
 18
10
 
 10
Other, net5
 10
 15
 5
 11
 16
(7) (5) (12)
Total (decrease) increase$(40) $(16)
$(56) $61
 $43
 $104
Total increase$8
 $59

$67
Revenue Decoupling. The demand for electricity and natural gas is affected by weather and customer usage. However, Operating revenues are not impacted by abnormal weather or usage per customer as a result of a bill stabilization adjustment (BSA) that provides for a fixed distribution charge per customer by customer class. While Operating revenues are not impacted by abnormal weather or usage per customer, they are impacted by changes in the number of customers.
As of December 31,As of December 31,
Number of Electric Customers2018 2017 20162019 2018
Residential1,168,372
 1,160,783
 1,150,096
1,177,333
 1,168,372
Small commercial & industrial113,915
 113,594
 113,230
114,504
 113,915
Large commercial & industrial12,253
 12,155
 12,053
12,322
 12,253
Public authorities & electric railroads262
 272
 280
268
 262
Total1,294,802
 1,286,804
 1,275,659
1,304,427
 1,294,802
As of December 31,As of December 31,
Number of Gas Customers2018 2017 20162019 2018
Residential633,757
 629,690
 623,647
639,426
 633,757
Small commercial & industrial38,332
 38,392
 37,941
38,345
 38,332
Large commercial & industrial5,954
 5,855
 6,314
6,037
 5,954
Total678,043
 673,937
 667,902
683,808
 678,043
Distribution Revenues decreased during the year ended December 31, 2018, compared to the same period in 2017, primarily due to the impact of reduced distribution rates to reflect the lower federal income tax rate and increased during the year ended December 31, 2017,2019, compared to the same period in 2016,2018, primarily due to the impact of the electric andhigher natural gas distribution rate changesrates that became effective in June 2016both January 2019 and December 2019 and higher electric distribution rates that became effective in accordance with the electric and natural gas distribution rate case orders in June 2016 and July 2016.December 2019. See Note 43 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
Regulatory Required Programs represent revenues collected under approved riders to recover costs incurred for regulatory programs such as conservation, demand response, STRIDE, and the POLR mechanism. The riders are

designed to provide full and current cost recovery, as well as a return in certain instances. The costs of these programs are included in Operating and maintenance expense, Depreciation and amortization expense and Taxes other than income.income taxes.
Transmission Revenue. Under a FERC approved formula, transmission revenue varies from year to year based upon fluctuations in the underlying costs, capital investments being recovered and the highest daily peak load, which is updated annually in January based on the prior calendar year. Generally, increases/decreases in the highest daily peak load will result in higher/lower transmission revenue. Transmission revenue increased during the yearsyear ended December 31, 2019 compared to the same period in 2018, and 2017 primarily due to increases in capital investment and operating and maintenance expense recoveries. See Operating and maintenance expense below and Note 43 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

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BGE


Other revenue includes revenue related to late payment charges, mutual assistance revenues, off-system sales and service application fees.
See Note 245 — Segment Information of the Combined Notes to Consolidated Financial Statements for the presentation of BGE's revenue disaggregation.
The changes in Operating and maintenance expense consisted of the following:
Increase (Decrease)
2018 vs. 2017
 Increase (Decrease)
2017 vs. 2016
(Decrease) Increase
2019 vs. 2018
Baseline    
Impairment on long-lived assets and losses on regulatory assets(a)
$
 $(50)
Storm-related costs(a)
$(24)
Uncollectible accounts expense(2)
BSC costs(1)
Labor, other benefits, contracting and materials18
 (11)8
Pension and non-pension postretirement benefits expense(2) 
1
Storm-related costs(b)
39
 (13)
Uncollectible accounts expense2
 7
BSC costs7
 16
Conduit lease settlement(c)

 15
Other3
 7
2
$67
 $(29)(16)
 
Regulatory Required Programs   (1)
Other(6) 8
Total (decrease) increase$61
 $(21)$(17)
__________
(a)See Note 4 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on Smart Meter and Smart Grid Investments.
(b)Reflects increaseddecreased storm restoration costs incurred from storms in Q1due to the March 2018 and Q3 2018.
(c)See Note 22 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information.winter storms.

The changes in Depreciation and amortization expense consisted of the following:
Increase (Decrease)
2018 vs. 2017
 Increase (Decrease)
2017 vs. 2016
Increase (Decrease)
2019 vs. 2018
Depreciation expense(a)
$25
 $13
$24
Regulatory asset amortization(b)
(24) 25
4
Regulatory required programs9
 12
(9)
Increase in depreciation and amortization expense$10
 $50
$19
__________
(a)Depreciation expense increased due to ongoing capital expenditures.
(b)Regulatory asset amortization decreased for the year ended December 31, 2018 compared to the same period in 2017, primarily due to certain regulatory assets that became fully amortized as of December 31, 2017 and increased for the year ended December 31, 2017 compared to the same period in 2016, primarily due to energy efficiency programs and the initiation of cost recovery of the AMI programs under the final electric and natural gas distribution rate case order issued by the MDPSC in June 2016. See Note 4 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
Taxes other than income Interest expense, netincreased forduring the year ended December 31, 20182019 compared to the same period in 2017,2018, primarily due to the issuances of debt in September 2018 and forSeptember 2019.
Other, net increased during the year ended December 31, 20172019 compared to the same period in 2016,2018, primarily due to an increase in property taxes.higher AFUDC equity.
Effective income tax rates were 19.1%, 41.5%18% and 37.2%19.1% for the years ended December 31, 2019 and 2018, 2017 and 2016, respectively. Income taxes decreased for the year ended December 31, 2018 compared to the same period in 2017, primarily due to the lower federal income tax rate as a result of the TCJA. See Note 1413 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the effective income tax rates.

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PHI


Results of Operations—PHI
PHI’s results of operations include the results of its three reportable segments, Pepco, DPL and ACE. PHI also has a business services subsidiary, PHISCO, which provides a variety of support services and the costs are directly charged or allocated to the applicable subsidiaries. Additionally, the results of PHI's corporate operations include interest costs from various financing activities. For "Predecessor" reporting periods, PHI's results of operations also include the results of PES and PCI. See Note 24 — Segment Information of the Combined Notes to Consolidated Financial Statements for additional information regarding PHI's reportable segments. All material intercompany accounts and transactions have been eliminated in consolidation.
The following tables sets forth PHI's GAAP Net Income (Loss) by Registrant. As a result of the PHI Merger, the tables present two separate reporting periods for 2016. The "Predecessor" reporting periods represent PHI's results of operations for the period of January 1, 2016 to March 23, 2016. The "Successor" reporting periods represents PHI's results of operations for the years ended December 31, 2018 and 2017 as well as March 24, 2016 to December 31, 2016. See the results of operations for Pepco, DPL, and ACE for additional information by segment.information.
  2019 
2018(a)
 Favorable (unfavorable) 2019 vs. 2018 variance 
2017(a)
 Favorable (unfavorable) 2018 vs. 2017 variance
 
 PHI$477
 $393
 $84
 $355
 $38
 Pepco243
 205
 38
 198
 7
 DPL147
 120
 27
 121
 (1)
 ACE99
 75
 24
 77
 (2)
 
Other(b)
(12) (7) (5) (41) 34
 Successor  Predecessor
 For the Years Ended December 31, Favorable (unfavorable) 2018 vs. 2017 variance March 24 to December 31,  January 1 to
March 23,
 2018 2017  2016  2016
PHI$398
 $362
 $36
 $(61)  $19

 For the Years Ended December 31, Favorable (unfavorable) 2018 vs. 2017 variance For the Years Ended December 31, Favorable (unfavorable) 2017 vs. 2016 variance
 2018 2017  2017 2016 
Pepco$210
 $205
 $5
 $205
 $42
 $163
DPL120
 121
 (1) 121
 (9) 130
ACE75
 77
 (2) 77
 (42) 119
Other(a)
(7) (41) 34
 (41) n/a
 n/a
_________
(a)PHI's and Pepco's amounts have been revised to reflect the correction of an error related to Pepco's decoupling mechanism. See Note 1 - Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information.
(b)Primarily includes eliminating and consolidating adjustments, PHI’sPHI's corporate operations, shared service entities and other financing activities. Not included for 2016 due to PHI Predecessor periods not being comparable.
Successor Year Ended December 31, 20182019 Compared to Successor Year Ended December 31, 2017. 2018. Net income increased by $36$84 million primarily due to higher electric and natural gas distribution rate increasesrates (not reflecting the impact of the TCJA), favorable weatherhigher transmission revenues due to an increase in transmission rates and volume,the highest daily peak load, lower contracting costs, the absence of 2017 impairmentsthe charge associated with a remeasurement of certain transmission-related income tax regulatory assetsthe Buzzard Point ARO, lower uncollectible accounts expense, and the DC sponsorship intangible asset,lower write-offs of construction work in progress, partially offset by an increase in asset retirement obligations primarily related to asbestos identified at the Buzzard Point propertyenvironmental liabilities and the deferralvarious expenses.



101

Table of accumulated merger integration cost as regulatory assets in 2017. The TCJA did not significantly impact Net income as the favorable tax impacts were predominantly offset by lower revenues resulting from the pass back of the tax savings through customer rates.Contents
Successor Period of March 24, 2016 to December 31, 2016. Net loss for the Successor period of March 24, 2016 to December 31, 2016 was $61 million. There were no significant changes in the underlying trends affecting PHI's results of operations during the Successor period March 24, 2016 to December 31, 2016 except for the pre-tax recording of $392 million of non-recurring merger-related costs including merger integration and merger commitments within Operating and maintenance expense.Pepco
Predecessor Period ofJanuary 1, 2016 to March 23, 2016. Net income for the Predecessor period of January 1, 2016 to March 23, 2016 was $19 million. There were no significant changes in the underlying trends affecting PHI's results of operations during the Predecessor period of January 1, 2016 to March 23, 2016 except for the pre-tax recording of $29 million of non-recurring merger-related costs within Operating and maintenance expense and $18 million of preferred stock derivative expense within Other, net.



Results of Operations—Pepco
2018 2017 Favorable (unfavorable) 2018 vs. 2017 variance 2016 Favorable (unfavorable) 2017 vs. 2016 variance2019 
2018(a)
 Favorable (unfavorable) 2019 vs. 2018 variance 
2017(a)
 Favorable (unfavorable) 2018 vs. 2017 variance
Operating revenues$2,239
 $2,158
 $81
 $2,186
 $(28)$2,260
 $2,232
 $28
 $2,151
 $81
Purchased power expense654
 614
 (40) 706
 92
665
 654
 (11) 614
 (40)
Revenues net of purchased power expense1,585
 1,544
 41
 1,480
 64
1,595
 1,578
 17
 1,537
 41
Other operating expenses                  
Operating and maintenance501
 454
 (47) 642
 188
482
 501
 19
 454
 (47)
Depreciation and amortization385
 321
 (64) 295
 (26)374
 385
 11
 321
 (64)
Taxes other than income379
 371
 (8) 377
 6
Taxes other than income taxes378
 379
 1
 371
 (8)
Total other operating expenses1,265
 1,146
 (119) 1,314
 168
1,234
 1,265
 31
 1,146
 (119)
Gain on sales of assets
 1
 (1) 8
 (7)
 
 
 1
 (1)
Operating income320
 399
 (79) 174
 225
361
 313
 48
 392
 (79)
Other income and (deductions)                  
Interest expense, net(128) (121) (7) (127) 6
(133) (128) (5) (121) (7)
Other, net31
 32
 (1) 36
 (4)31
 31
 
 32
 (1)
Total other income and (deductions)(97) (89) (8) (91) 2
(102) (97) (5) (89) (8)
Income before income taxes223
 310
 (87) 83
 227
259
 216
 43
 303
 (87)
Income taxes13
 105
 92
 41
 (64)16
 11
 (5) 105
 94
Net income$210
 $205
 $5
 $42
 $163
$243
 $205
 $38
 $198
 $7
__________
(a)Amounts have been revised to reflect the correction of an error related to Pepco’s decoupling mechanism. See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for additional information.
Year Ended December 31, 20182019 Compared to Year Ended December 31, 2017.2018.Net income increased by $5$38 million primarily due to higher electric distribution base rates (not reflecting the impact of the TCJA) in Maryland that became effective October 2017 and June 2018 and higher electric distribution base rates (not reflecting the impact of the TCJA) in the District of Columbia that became effective August 2017 and August 2018, partially offset by an increase in asset retirement obligations related primarily to the Buzzard Point property, deferral of accumulated merger integration costs as regulatory assets in 2017 and higher regulatory asset amortization due to additional regulatory assets related to rate case activity. The TCJA did not significantly impact Net income as the favorable tax impacts were predominantly offset by lower revenues resulting from pass back of tax savings through customer rates.
Year Ended December 31, 2017 Compared to Year Ended December 31, 2016.Net income increased by $163 million primarily due to a decrease in Operating and maintenance expense due to merger-related costs recognized in March 2016, higher electric distribution base rates in Maryland that became effective November 2016August 2019 and October 2017 andJune 2018 (not reflecting the impact of TCJA), higher electric distribution base rates in the District of Columbia that became effective August 2017, partially offset by2018 (not reflecting the impact of TCJA), higher depreciation expensetransmission revenues due to increased depreciationan increase in transmission rates in Maryland effective November 2016. Income taxes expense included unrecognized tax benefitsand the highest daily peak load, the absence of $21 million for uncertain tax positions related to the deductibilitycharge associated with a remeasurement of certain merger commitments in the first quarter of 2017. This decrease wasBuzzard Point ARO, and lower contracting costs, partially offset by an increase in income taxes due to the $14 million December 2017 impairment of certain transmission related income tax regulatory assets.environmental liabilities.

Revenues Net of Purchased Power Expense. There are certain drivers of Operating revenues that are fully offset by their impact on Purchased power expense, such as commodity and REC procurement costs and participation in customer choice programs. Pepco recovers electricity and REC procurement costs from customers with a slight mark-up. Therefore, fluctuations in these costs have minimal impact on RNF.
Customers have the choice to purchase electricity from competitive electric generation suppliers. Customer choice programs do not impact the volume of deliveries or RNF, but impact Operating revenues related to supplied electricity.

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Pepco

The changes in RNF consisted of the following:
Increase (Decrease)
2018 vs. 2017
 Increase (Decrease)
2017 vs. 2016
Increase (Decrease)
2019 vs. 2018
Volume$12
 $16
$12
Distribution revenue(3) 66
20
Regulatory required programs35
 (12)(35)
Transmission revenues
 9
18
Other(3) (15)2
Total increase$41
 $64
$17
Revenue Decoupling. The demand for electricity is affected by weather and customer usage. However, Operating revenues from electric distribution in both Maryland and the District of Columbia are not impacted by abnormal weather or usage per customer as a result of a bill stabilization adjustment (BSA) that provides for a fixed distribution charge per customer by customer class. While Operating revenues are not impacted by abnormal weather or usage per customer, they are impacted by changes in the number of customers.
Volume, exclusive of the effects of weather, increased for the year ended December 31, 20182019 compared to the same period in 2017, and for the year ended 2017 compared to the same period in 20162018 primarily due to the impact of residential customer growth.
As of December 31,As of December 31,
Number of Electric Customers2018 2017 20162019 2018
Residential807,442
 792,211
 780,652
817,770
 807,442
Small commercial & industrial54,306
 53,489
 53,529
54,265
 54,306
Large commercial & industrial22,022
 21,732
 21,391
22,271
 22,022
Public authorities & electric railroads150
 144
 130
160
 150
Total883,920
 867,576
 855,702
894,466
 883,920
Distribution Revenues decreased for the year ended December 31, 2018 compared to the same period in 2017 primarily due to the impact of reduced distribution rates to reflect the lower federal income tax rate, partially offset by higher electric distribution rates in Maryland that became effective in October 2017 and June 2018 and higher electric distribution rates in the District of Columbia that became effective August 2017 and August 2018. Distribution revenues increased for the year ended December 31, 20172019 compared to the same period in 2016,2018 primarily due to higher electric distribution rates in Maryland that became effective in November 2016August 2019 and October 2017 andJune 2018 (not reflecting the impact of TCJA), higher electric distribution rates (not reflecting the impact of TCJA) in the District of Columbia that became effective in August 2017.2018, partially offset by the accelerated amortization of certain deferred income tax regulatory liabilities established upon the enactment of TCJA as the result of regulatory settlements. See Note 43 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
Regulatory Required Programs represent revenues collected under approved riders to recover costs incurred for regulatory programs such as energy efficiency programs, DC PLUG and SOS administrative costs. The riders are designed to provide full and current cost recovery as well as a return in certain instances. The costs of these programs are included in Operating and maintenance expense, Depreciation and amortization expense, and Taxes other than income.income taxes. Revenues from regulatory required programs increased for the year ended December 31, 2018 compared to the same period in 2017 primarily due to increases in the Maryland and District of Columbia surcharge rates and sales due to higher volumes, as well as the DC PLUG surcharge which became effective in February 2018. Revenues from regulatory required programs decreased for the year ended December 31, 20172019 compared to the same period

in 2016 primarily2018 due to lower demand-side management program surcharge revenue due to a decrease in kWh sales and a rate decreaserates effective January 2017.2019 for energy efficiency programs that were implemented to reflect the impacts of the enactment of TCJA.
Transmission Revenues.Under a FERC approved formula, transmission revenue varies from year to year based upon fluctuations in the underlying costs, capital investments being recovered and the highest daily peak load, which is updated annually in January based on the prior calendar year. Generally, increases/decreases in the highest daily peak load will result in higher/lower transmission revenue. Transmission revenue increased for the year ended December 31, 20172019 compared to the same period in 20162018 due to higher rates effective June 2017.rate increases and an increase in the highest daily peak load.
Other revenueincludes rental revenue, revenue related to late payment charges, mutual assistance revenues, off-system sales and recoveriesservice application fees.

103

Table of other taxes. Other revenue decreased for the year ended December 31, 2017 compared to the same period in 2016 due to lower pass-through revenue primarily the result of lower sales that resulted in a decrease in utility taxes that are collected by Pepco on behalf of the jurisdiction.Contents
Pepco

See Note 245 - Segment Information for the Combined Notes to Consolidated Financial Statements for the presentation of Pepco's revenue disaggregation.
The changes in Operating and maintenance expense consisted of the following:
 Increase (Decrease)
2018 vs. 2017
 Increase (Decrease)
2017 vs. 2016
Baseline   
ARO update(a)
$22
 $
Merger costs(b)
13
 (132)
BSC and PHISCO costs(c)
9
 (24)
 Uncollectible accounts expense2
 (11)
Labor, other benefits, contracting and materials(2) 15
Write-off of construction work in progress(d)

 (14)
Remeasurement of AMI-related regulatory asset(e)

 (7)
Other4
 (9)
 48

(182)
    
Regulatory required programs(1) (6)
Total increase (decrease)$47
 $(188)
 (Decrease) Increase
2019 vs. 2018
Baseline 
BSC and PHISCO costs$(16)
Labor, other benefits, contracting and materials(11)
 Uncollectible accounts expense(3)
Pension and Non-Pension Postretirement Benefits

6
Other8
 (16)
  
Regulatory required programs(3)
Total decrease$(19)

 Increase (Decrease)
2019 vs. 2018
Depreciation expense(a)
$21
Regulatory asset amortization4
Regulatory required programs(36)
Total decrease$(11)
__________
(a)
Reflects an increaseDepreciation and amortization increased primarily related to asbestos identified at the Buzzard Point property. See Note 15 - Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information.
(b)Decrease in 2017 primarily due to merger-related commitments for customer rate credits and charitable contributions recognized in 2016. Increase in 2018 primarily due to a deferral of accumulated merger integration costs as regulatory assets in 2017.
(c)Decrease in 2017 primarily related to merger severance and compensation costs recognized in 2016.
(d)Primarily resulting from a review of capital projects during the fourth quarter of 2016.
(e)Related to a remeasurement of a regulatory asset for legacy meters recognized in 2016.


The changes in Depreciation and amortization expense consisted of the following:
 Increase (Decrease)
2018 vs. 2017
 Increase (Decrease)
2017 vs. 2016
Depreciation expense(a)
$14
 $28
Regulatory asset amortization(b)
25
 8
Regulatory required programs (c)
25
 (10)
Total increase$64
 $26
_________
(a)Depreciation expense increased due to ongoing capital expenditures and higher depreciation rates in Maryland effective November 2016.
(b)Regulatory asset amortization increased due to additional regulatory assets related to rate case activity.
(c)Regulatory required programs increased as a result of higher amortization of the DC PLUG regulatory asset.expenditures.
Taxes other than incomeInterest expense, net for the year ended December 31, 20182019 compared to the same period in 2017 increased primarily due to an increase in utility taxes that are collected and passed through by Pepco (which is substantially offset in Operating revenues). Taxes other than income for the year ended December 31, 2017 compared to the same period in 2016 decreased primarily due to lower utility taxes that are collected and passed through by Pepco (which is substantially offset in Operating revenues), partially offset by higher property taxes.
Gain on sales of assets for the year ended December 31, 2017 compared to the same period in 2016 decreased primarily due to the sale of land in May 2016.
Interest expense, net for the year ended December 31, 2018 compared to the same period in 2017 increased primarily due to higher outstanding debt. Interest expense, net for the year ended December 31, 2017 compared to the same period in 2016 decreased primarily due to the recording of interest expense for an uncertain tax position in 2016, partially offset by higher outstanding debt.
Other, net for the year ended December 31, 2017 compared to the same period in 2016 decreased primarily due to the September 2016 reversal of contributions in aid of construction tax gross-up reserves due to the determination that there is no legal obligation to refund customers per contract term.
Effective income tax rates for the years ended December 31, 2019 and 2018 2017,were 6.2% and 2016 were 5.8%, 33.9%, and 49.4%5.1%, respectively. The decrease in the effective income tax rate for the year ended December 31, 2018 compared to the same period in 2017 is primarily due to the lower federal income tax rate as a result of the TCJA. See Note 1413 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the change in effective income tax ratesrates.


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DPL


Results of Operations—DPL
2018 2017 Favorable (unfavorable) 2018 vs. 2017 variance 2016 Favorable (unfavorable) 2017 vs. 2016 variance2019 2018 Favorable (unfavorable) 2019 vs. 2018 variance 2017 Favorable (unfavorable) 2018 vs. 2017 variance
Operating revenues$1,332
 $1,300
 $32
 $1,277
 $23
$1,306
 $1,332
 $(26) $1,300
 $32
Purchased power and fuel expense561
 532
 (29) 583
 51
526
 561
 35
 532
 (29)
Revenues net of purchased power and fuel expense771
 768
 3
 694
 74
780
 771
 9
 768
 3
Other operating expenses        

        

Operating and maintenance344
 315
 (29) 441
 126
323
 344
 21
 315
 (29)
Depreciation and amortization182
 167
 (15) 157
 (10)184
 182
 (2) 167
 (15)
Taxes other than income56
 57
 1
 55
 (2)
Taxes other than income taxes56
 56
 
 57
 1
Total other operating expenses582
 539
 (43) 653
 114
563
 582
 19
 539
 (43)
Gain on sales of assets1
 
 1
 9
 (9)
 1
 (1) 
 1
Operating income190
 229
 (39) 50
 179
217
 190
 27
 229
 (39)
Other income and (deductions)        

        

Interest expense, net(58) (51) (7) (50) (1)(61) (58) (3) (51) (7)
Other, net10
 14
 (4) 13
 1
13
 10
 3
 14
 (4)
Total other income and (deductions)(48) (37) (11) (37) 
(48) (48) 
 (37) (11)
Income before income taxes142
 192
 (50) 13
 179
169
 142
 27
 192
 (50)
Income taxes22
 71
 49
 22
 (49)22
 22
 
 71
 49
Net income (loss)$120
 $121
 $(1) $(9) $130
Net income$147
 $120
 $27
 $121
 $(1)
Year Ended December 31, 20182019 Compared to Year Ended December 31, 2017.2018.Net income remained relatively consistent. The TCJA did not significantly impact Net income as the favorable tax impacts were predominately offsetincreased by lower revenues resulting from the pass back of the tax savings through customer rates.
Year Ended December 31, 2017 Compared to Year Ended December 31, 2016.Net income increased $130$27 million primarily due to merger-related costs recognizedhigher transmission revenues due to an increase in March 2016,the transmission rates and the highest daily peak load, higher electric distribution baserates in Maryland and Delaware that became effective throughout 2018 (not reflecting the impact of TCJA), higher natural gas distribution rates in Delaware that became effective Julythroughout 2018 (not reflecting the impact of TCJA), and December 2016 and higher distribution base rateslower write-offs of construction work in Maryland that became effective February 2017, partially offset by higher depreciation expense due to increased depreciation rates in Maryland effective February 2017. Income taxes expense included unrecognized tax benefits of $16 million for uncertain tax positions related to the deductibility of certain merger commitments in the first quarter of 2017. This decrease was offset by an increase in income taxes due to the $6 million December 2017 impairment of certain transmission-related income tax regulatory assets.progress.
Revenues Net of Purchased Power and Fuel Expense. There are certain drivers to Operating revenues that are fully offset by their impact on Purchased power and fuel expense, such as commodity and REC procurement costs and participation in customer choice programs. DPL recovers electricity and REC procurement costs from customers with a slight mark-up and natural gas costs from customers without mark-up. Therefore, fluctuations in these costs have minimal impact on RNF.
Customers have the choice to purchase electricity from competitive electric generation suppliers. Customer choice programs do not impact the volume of deliveries or RNF, but impact Operating revenues related to supplied electricity.


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The changes in RNF consisted of the following:
2018 vs. 2017 2017 vs. 20162019 vs. 2018
Increase (Decrease) Increase (Decrease)Increase (Decrease)
Electric Gas Total Electric Gas TotalElectric Gas Total
Weather$11
 $8
 $19
 $(7) $(13) $(20)$(3) $(4) $(7)
Volume7
 2
 9
 2
 11
 13
1
 2
 3
Distribution revenue(20) (6) (26) 65
 4
 69
2
 1
 3
Regulatory required programs(2) (5) (7) (3) 
 (3)(7) 2
 (5)
Transmission revenues6
 
 6
 10
 
 10
19
 
 19
Other1
 1
 2
 6
 (1) 5
(4) 
 (4)
Total increase$3

$

$3

$73

$1

$74
$8

$1

$9
Revenue Decoupling. The demand for electricity is affected by weather and customer usage. However, Operating revenues from electric distribution customers in Maryland are not affected by unseasonably warmer or colder weather because a bill stabilization adjustment (BSA) that provides for a fixed distribution charge per customer by customer class. While Operating revenues from electric distribution customers in Maryland are not impacted by abnormal weather or usage per customer, they are impacted by changes in the number of customers.
Weather. The demand for electricity and natural gas in Delaware is affected by weather conditions. With respect to the electric business, very warm weather in summer months and, with respect to the electric and natural gas businesses, very cold weather in winter months are referred to as "favorable weather conditions” because these weather conditions result in increased deliveries of electricity and natural gas. Conversely, mild weather reduces demand. During the year ended December 31, 20182019 compared to the same period in 2017,2018, RNF related to weather was higherdecreased primarily due to the impact of favorable weather conditions in DPL's Delaware service territory. During the year ended December 31, 2017 compared to the same period in 2016, RNF related to weather was lower due to the impact of unfavorable weather conditions in DPL's Delaware service territory.territory.
Heating and cooling degree days are quantitative indices that reflect the demand for energy needed to heat or cool a home or business. Normal weather is determined based on historical average heating and cooling degree days for a 20-year period in DPL's Delaware electric service territory and a 30-year period in DPL's Delaware natural gas service territory. The changes in heating and cooling degree days in DPL’s Delaware service territory for the yearsyear ended December 31, 2018 and December 31, 20172019 compared to same periodsperiod in 2017 and 2016, respectively,2018 and normal weather consisted of the following:
Delaware Electric Service TerritoryFor the Years Ended December 31,   % ChangeFor the Years Ended December 31,   % Change
Heating and Cooling Degree-Days2018 2017 Normal 2018 vs. 2017 2018 vs. Normal2019 2018 Normal 2019 vs. 2018 2019 vs. Normal
Heating Degree-Days4,713
 4,203
 4,624
 12.1 % 1.9 %4,475
 4,713
 4,656
 (5.0)% (3.9)%
Cooling Degree-Days1,456
 1,265
 1,210
 15.1 % 20.3 %1,476
 1,456
 1,224
 1.4 % 20.6 %
         
For the Years Ended December 31,   % Change
Heating and Cooling Degree-Days2017 2016 Normal 2017 vs. 2016 2017 vs. Normal
Heating Degree-Days4,203
 4,454
 4,664
 (5.6)% (9.9)%
Cooling Degree-Days1,265
 1,463
 1,193
 (13.5)% 6.0 %
Delaware Natural Gas Service TerritoryFor the Years Ended December 31,   % ChangeFor the Years Ended December 31,   % Change
Heating Degree-Days2018 2017 Normal 2018 vs. 2017 2018 vs. Normal2019 2018 Normal 2019 vs. 2018 2019 vs. Normal
Heating Degree-Days4,713
 4,203
 4,716
 12.1 % (0.1)%4,475
 4,713
 4,698
 (5.0)% (4.7)%
         
For the Years Ended December 31,   % Change
Heating Degree-Days2017 2016 Normal 2017 vs. 2016 2017 vs. Normal
Heating Degree-Days4,203
 4,454
 4,739
 (5.6)% (11.3)%
Volume, exclusive of the effects of weather, increasedremained relatively consistent for the year ended December 31, 20182019 compared to the same period in 2017 primarily due to the impact2018.

106

Table of increased average residential customer usage in DPL's Delaware service territory and overall customer growth. Volume increased for the year ended December 31, 2017 compared to the same period in 2016, primarily due to the impact of customer growth.Contents
DPL


Electric Retail Deliveries to Delaware Customers (in GWhs)2018 2017 % Change 2018 vs. 2017 Weather - Normal % Change 2016 % Change 2017 vs. 2016 Weather - Normal % Change2019 2018 % Change 2019 vs. 2018 
Weather - Normal % Change (b)
Retail Deliveries                    
Residential3,204
 2,967
 8.0% 1.8% 3,072
 (3.4)% 0.9 %3,149
 3,204
 (1.7)% (0.2)%
Small commercial & industrial1,344
 1,317
 2.1% % 1,341
 (1.8)% (0.2)%1,320
 1,344
 (1.8)% (1.4)%
Large commercial & industrial3,636
 3,473
 4.7% 3.7% 3,476
 (0.1)% 0.9 %3,424
 3,636
 (5.8)% (5.7)%
Public authorities & electric railroads33
 32
 3.1% 3.4% 35
 (8.6)% (7.1)%34
 33
 3.0 % 0.9 %
Total electric retail deliveries(a)
8,217
 7,789
 5.5% 2.3% 7,924
 (1.7)% 0.7 %7,927
 8,217
 (3.5)% (2.9)%
 As of December 31,
Number of Total Electric Customers (Maryland and Delaware)2019 2018
Residential468,162
 463,670
Small commercial & industrial61,721
 61,381
Large commercial & industrial1,411
 1,406
Public authorities & electric railroads613
 621
Total531,907
 527,078
__________
(a)Reflects delivery volumes and revenues from customers purchasing electricity directly from DPL and customers purchasing electricity from a competitive electric generation supplier as all customers are assessed distribution charges.
(b)Reflects the change in delivery volumes assuming normalized weather based on the historical 20-year average.
As of December 31,
Number of Total Electric Customers (Maryland and Delaware)2018 2017 2016
Natural Gas Retail Deliveries to Delaware Customers (in mmcf)2019 2018 % Change 2019 vs. 2018 
Weather - Normal % Change(b)
Retail Deliveries       
Residential463,670
 459,389
 456,181
8,613
 8,633
 (0.2)% 4.2 %
Small commercial & industrial61,381
 60,697
 60,173
4,287
 4,134
 3.7 % 7.8 %
Large commercial & industrial1,406
 1,400
 1,411
1,811
 1,952
 (7.2)% (7.1)%
Public authorities & electric railroads621
 629
 643
Total527,078
 522,115
 518,408
Transportation6,733
 6,831
 (1.4)% (0.2)%
Total natural gas deliveries(a)
21,444
 21,550
 (0.5)% 2.5 %
Natural Gas Retail Deliveries to Delaware Customers (in mmcf)2018 2017 % Change 2018 vs. 2017 Weather Normal % change 2016 % Change 2017 vs. 2016 Weather Normal % change
Retail Deliveries             
As of December 31,
Number of Delaware Gas Customers2019 2018
Residential8,633
 7,445
 16.0% 3.4 % 7,765
 (4.1)% 1.1%125,873
 124,183
Small commercial & industrial4,134
 3,754
 10.1% (1.6)% 3,700
 1.5 % 6.5%9,999
 9,986
Large commercial & industrial1,952
 1,908
 2.3% 2.3 % 1,875
 1.8 % 1.7%17
 18
Transportation6,831
 6,538
 4.5% 2.3 % 6,202
 5.4 % 6.3%159
 156
Total natural gas deliveries(a)
21,550
 19,645
 9.7% 2.0 % 19,542
 0.5 % 3.8%
Total136,048
 134,343
_________
(a)Reflects delivery volumes and revenues from customers purchasing natural gas directly from DPL and customers purchasing natural gas from a competitive natural gas supplier as all customers are assessed distribution charges.
(b)Reflects the change in delivery volumes assuming normalized weather based on the historical 30-year average.

 As of December 31,
Number of Delaware Gas Customers2018 2017 2016
Residential124,183
 122,347
 120,951
Small commercial & industrial9,986
 9,833
 9,784
Large commercial & industrial18
 20
 17
Transportation156
 154
 156
Total134,343
 132,354
 130,908
Distribution Revenue decreased for the year ended December 31, 2018 compared to the same period in 2017 primarily due to reduced electric distribution rates and gas distribution rates in Delaware that were put into effect in March 2018 which reflect the impact of the lower federal income tax rate. Distribution revenue increased for the year ended December 31, 20172019 compared to the same period in 2016,2018 primarily due to higher electric distribution rates (not reflecting the impact of TCJA) in Maryland and Delaware that became effective throughout 2018 and higher natural gas distribution base rates (not reflecting the impact of TCJA) in Delaware that became effective in July and December 2016 and higher electric distribution base rates in Maryland that became effective in February 2017.throughout 2018, partially offset by the accelerated amortization of certain deferred income tax regulatory liabilities established upon the enactment of TCJA as the result of regulatory settlements. See Note 43 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

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DPL


Regulatory Required Programs represent revenues collected under approved riders to recover costs incurred for regulatory programs such as energy efficiency programs, DE Renewable Portfolio Standards, SOS administrative costs and GCR costs. The riders are designed to provide full and current cost recovery as well as a return in certain instances. The costs of these programs are included in Operating and maintenance expense, Depreciation and amortization expense and Taxes other than income.income taxes.
Transmission Revenues. Under a FERC approved formula, transmission revenue varies from year to year based upon fluctuations in the underlying costs, capital investments being recovered and the highest daily peak load, which is updated annually in January based on the prior calendar years. Generally, increases/decreases in the highest daily peak load will result in higher/lower transmission revenue. Transmission revenue increased for the year ended December 31, 20182019 compared to the same period in 2017 and for the year ended 2017 compared to the same period in 20162018 due to higher rates effective June 2018rate increases and June 2017.an increase in the highest daily peak load.
Other revenueincludes rental revenue, revenue related to late payment charges, mutual assistance revenues, off-system sales and recoveries of other taxes.service application fees.
See Note 245 - Segment Information for the Combined Notes to Consolidated Financial Statements for the presentation of DPL's revenue disaggregation.

The changes in Operating and maintenance expense consisted of the following:
Increase (Decrease)
2018 vs. 2017
 Increase (Decrease)
2017 vs. 2016
(Decrease) Increase
2019 vs. 2018
Baseline    
Merger costs(a)
$7
 $(94)
Energy efficiency merger commitments customer credits(b)
5
 
BSC and PHISCO costs(c)
4
 (15)
BSC and PHISCO costs$(10)
Write-off of construction work in progress(7)
Uncollectible accounts expense(2)
Pension and non-pension postretirement benefits expense4
Labor, other benefits, contracting and materials4
 8
2
Write-off of construction work in progress(d)
3
 (3)
Uncollectible accounts expense1
 (10)
Storm-related costs(1)
Other6
 (5)(6)
30

(119)(20)
    
Regulatory required programs(1) (7)(1)
Total increase (decrease)$29
 $(126)
Total decrease$(21)
_________
(a)Decrease in 2017 primarily due to merger-related commitments for customer rate credits and charitable contributions recognized in 2016. Increase in 2018 primarily due to a deferral of accumulated merger integration costs as regulatory assets in 2017.
(b)Related to EmPower Maryland energy efficiency customer credits.
(c)Decrease in 2017 primarily related to merger severance and compensation costs recognized in 2016.
(d)Decrease in 2017 primarily related to a review of capital projects in 2016.
The changes in Depreciation and amortization expense consisted of the following:
Increase (Decrease)
2018 vs. 2017
 Increase (Decrease)
2017 vs. 2016
Increase (Decrease)
2019 vs. 2018
Depreciation expense(a)
$6
 $14
$14
Regulatory asset amortization (b)
18
 
(1)
Regulatory required programs(c)
(9) (4)(11)
Total increase$15
 $10
$2
_________
(a)Depreciation expenseand amortization increased primarily due to ongoing capital expenditures and higher depreciation rates in Maryland effective February 2017.
(b)Regulatory asset amortization increased due to additional regulatory assets related to rate case activity.
(c)Regulatory required programs decreased primarily due to an EmPower Maryland surcharge rate decrease effective January 2018 and 2017.expenditures.
Gain on sales of assets
Interest expense, net for the year ended December 31, 20172019 compared to the same period in 2016 decreased primarily due to the sale of land in July and December 2016.
Interest expense, net for the year ended December 31, 2018 compared to the same period in 2017 increased primarily due to higher outstanding debt.
Other, net for the year ended December 31, 2018 compared to the same period in 2017 decreased primarily due to lower income from AFUDC equity.
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DPL


Effective income tax rates for the years ended December 31, 2019 and 2018 2017were 13.0% and 2016 were 15.5%, 37.0% and 169.2%, respectively. The decrease in the effective income tax rate for the year ended December 31, 2018 compared to the same period in 2017 is primarily due to the lower federal income tax rate as a result of the TCJA. See Note 1413 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the change in effective income tax rates


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ACE


Results of Operations—ACE
2018 2017 Favorable (unfavorable) 2018 vs. 2017 variance 2016 Favorable (unfavorable) 2017 vs. 2016 variance2019 2018 Favorable (unfavorable) 2019 vs. 2018 variance 2017 Favorable (unfavorable) 2018 vs. 2017 variance
Operating revenues$1,236
 $1,186
 $50
 $1,257
 $(71)$1,240
 $1,236
 $4
 $1,186
 $50
Purchased power expense616
 570
 (46) 651
 81
608
 616
 8
 570
 (46)
Revenues net of purchased power expense620
 616
 4
 606
 10
632
 620
 12
 616
 4
Other operating expenses    
   
    
   
Operating and maintenance330
 307
 (23) 428
 121
320
 330
 10
 307
 (23)
Depreciation and amortization136
 146
 10
 165
 19
157
 136
 (21) 146
 10
Taxes other than income5
 6
 1
 7
 1
Taxes other than income taxes4
 5
 1
 6
 1
Total other operating expenses471
 459
 (12) 600
 141
481
 471
 (10) 459
 (12)
Gain on sales of assets
 
 
 1
 (1)
 
 
 
 
Operating income149
 157
 (8) 7
 150
151
 149
 2
 157
 (8)
Other income and (deductions)    
   
    
   
Interest expense, net(64) (61) (3) (62) 1
(58) (64) 6
 (61) (3)
Other, net2
 7
 (5) 9
 (2)6
 2
 4
 7
 (5)
Total other income and
(deductions)
(62) (54) (8) (53) (1)(52) (62) 10
 (54) (8)
Income (loss) before income taxes87
 103
 (16) (46) 149
99
 87
 12
 103
 (16)
Income taxes12
 26
 14
 (4) (30)
 12
 12
 26
 14
Net income (loss)$75
 $77
 $(2) $(42) $119
Net income$99
 $75
 $24
 $77
 $(2)
Year Ended December 31, 20182019 Compared to Year Ended December 31, 20172018. Net income remained relatively consistent. The TCJA did not significantly impact Net income as the favorable income tax impacts were predominately offset by lower revenues resulting from the pass back of the tax savings through customer rates.
Year Ended December 31, 2017 Compared to Year Ended December 31, 2016. Net Incomeincreased by $119$24 million primarily due to merger-related costs recognized in March 2016 and higher electric distribution base rates that became effective August 2016April 2019 and October 2017 andhigher transmission revenues due to an increase in the transmission formula rate revenues,rates and the highest daily peak load, partially offset by lower customeraverage residential usage. Income taxes expense included unrecognized tax benefits of $22 million for uncertain tax positions related to the deductibility of certain merger commitments in the first quarter of 2017. This decrease was offset by an increase in income taxes due to the December 2017 impairment of certain transmission-related income tax regulatory assets of $7 million.
Revenues Net of Purchased Power Expense. There are certain drivers of Operating revenues that are fully offset by their impact on Purchased power expense, such as commodity and REC procurement costs and participation in customer choice programs. ACE recovers electricity and REC procurement costs from customers without mark-up. Therefore, fluctuations in these costs have no impact on RNF.
Customers have the choice to purchase electricity from competitive electric generation suppliers. Customer choice programs of supplier do not impact the volume of deliveries or RNF, but impact revenues related to supplied electricity.

The changes in RNF, consisted of the following:
Increase (Decrease)
2018 vs. 2017
 Increase (Decrease)
2017 vs. 2016
(Decrease) Increase
2019 vs. 2018
Weather$12
 $(3)$(6)
Volume14
 (20)(11)
Distribution revenue2
 40
36
Regulatory required programs(23) (24)(23)
Transmission revenues(4) 22
20
Other3
 (5)(4)
Total increase$4
 $10
$12

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Weather. The demand for electricity is affected by weather conditions. With respect to the electric business, very warm weather in summer months and very cold weather in winter months are referred to as “favorable weather conditions” because these weather conditions result in increased deliveries of electricity. Conversely, mild weather reduces demand. During the year ended December 31, 20182019 compared to the same period in 2017, RNF related to weather was higher due to the impact of favorable weather conditions in ACE's service territory. During the year ended December 31, 2017 compared to the same period in 2016,2018, RNF related to weather was lower due to the impact of unfavorable winter weather conditions.conditions in ACE's service territory.
Heating and cooling degree days are quantitative indices that reflect the demand for energy needed to heat or cool a home or business. Normal weather is determined based on historical average heating and cooling degree days for a 20-year period in ACE’s service territory. The changes in heating and cooling degree days in ACE’s service territory for the yearsyear ended December 31, 2018 and December 31, 20172019 compared to same periodsperiod in 2017 and 2016, respectively,2018, and normal weather consisted of the following:
For the Years Ended December 31, Normal % ChangeFor the Years Ended December 31, Normal % Change
Heating and Cooling Degree-Days2018 2017 2018 vs. 2017 2018 vs. Normal2019 2018 2019 vs. 2018 2019 vs. Normal
Heating Degree-Days4,523
 4,206
 4,666
 7.5 % (3.1)%4,467
 4,523
 4,676
 (1.2)% (4.5)%
Cooling Degree-Days1,535
 1,228
 1,135
 25.0 % 35.2 %1,374
 1,535
 1,158
 (10.5)% 18.7 %
         
For the Years Ended December 31, Normal % Change
Heating and Cooling Degree-Days2017 2016 2017 vs. 2016 2017 vs. Normal
Heating Degree-Days4,206
 4,487
 4,713
 (6.3)% (10.8)%
Cooling Degree-Days1,228
 1,303
 1,115
 (5.8)% 10.1 %
Volume,exclusive of the effects of weather, increased for the year ended December 31, 2018 compared to the same period in 2017, primarily due to higher average residential and commercial usage. Volume, exclusive of the effects of weather, decreased for the year ended December 31, 20172019 compared to the same period in 2016,2018, primarily due to lower average customer usage, partially offset by the impact of customer growth.

residential and commercial usage.
Electric Retail Deliveries to Customers (in GWhs)2018 2017 % Change 2018 vs. 2017 Weather - Normal % Change 2016 % Change 2017 vs. 2016 Weather - Normal % Change2019 2018 % Change 2019 vs. 2018 
Weather - Normal % Change(b)
Retail Deliveries(a)
                    
Residential4,185
 3,853
 8.6% 4.0% 4,153
 (7.2)% (6.2)%3,966
 4,185
 (5.2)% (3.5)%
Small commercial & industrial1,361
 1,286
 5.8% 3.5% 1,455
 (11.6)% (11.1)%1,346
 1,361
 (1.1)% 0.1 %
Large commercial & industrial3,565
 3,399
 4.9% 3.7% 3,402
 (0.1)% 0.4 %3,429
 3,565
 (3.8)% (3.4)%
Public authorities & electric railroads49
 47
 4.3% 4.5% 49
 (4.1)% (4.1)%47
 49
 (4.1)% (2.9)%
Total retail deliveries(a)9,160
 8,585
 6.7% 3.8% 9,059
 (5.2)% (4.5)%8,788
 9,160
 (4.1)% (2.9)%

As of December 31,As of December 31,
Number of Electric Customers2018 2017 20162019 2018
Residential490,975
 487,168
 484,240
494,596
 490,975
Small commercial & industrial61,386
 61,013
 61,008
61,497
 61,386
Large commercial & industrial3,515
 3,684
 3,763
3,392
 3,515
Public authorities & electric railroads656
 636
 610
679
 656
Total556,532
 552,501
 549,621
560,164
 556,532
__________
(a)Reflects delivery volumes and revenues from customers purchasing electricity directly from ACE and customers purchasing electricity from a competitive electric generation supplier as all customers are assessed distribution charges.
(b)Reflects the change in delivery volumes assuming normalized weather based on the historical 20-year average.
Distribution Revenue increased for the year ended December 31, 20182019 compared to the same period in 20172018 primarily due to higher electric distribution base rates that became effective in November 2017,April 2019, partially offset by the impactaccelerated amortization of reduced distribution rates to reflect the lower federalcertain deferred income tax rate. Distribution revenue increased forregulatory liabilities established upon the year ended December 31, 2017 compared toenactment of TCJA as the same period in 2016, primarily due to higher electric distribution base rates that became effective in August 2016 and October 2017.result of regulatory settlements. See Note 43 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
Regulatory Required Programs represent revenues collected under approved riders to recover costs incurred for regulatory programs such as energy efficiency programs, Societal Benefits Charge, Transition Bonds and BGS administrative costs. The riders are designed to provide full and current cost recovery as well as a return in certain instances. The costs of these programs are included in Operating and maintenance expense, Depreciation and

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amortization expense and Taxes other than income.income taxes. Revenues from regulatory programs decreased for the year ended December 31, 20182019 compared to the same period in 2017, and for the year ended 2017 compared to the same period in 20162018 due to rate decreases effective October 2017 and 2016 respectively2018 for the ACE Transition Bonds.
Transmission Revenues. Under a FERC-approved formula, transmission revenue varies from year to year based upon fluctuations in the underlying costs, capital investments being recovered and the highest daily peak load, which is updated annually in January based on the prior calendar year. Generally, increases/decreases in the highest daily peak load will result in higher/lower transmission revenue. Transmission revenue decreased for the year ended December 31, 2018 compared to the same period in 2017 primarily due to the impact of the lower federal income tax rate. Transmission revenue increased for the year ended December 31, 20172019 compared to the same period in 20162018 primarily due to higher rates effective June 2017rate increases and June 2016 related to increasesan increase in transmission plant investment and operating expenses.the highest daily peak load.
Other revenueincludes rental revenue, revenue related to late payment charges, mutual assistance revenues, off-system sales and recoveries of other taxes.service application fees.
See Note 245 - Segment Information of the Combined Notes to Consolidated Financial Statements for the presentation of ACE's revenue disaggregation.

The changes in Operating and maintenance expense consisted of the following:
 Increase (Decrease)
2018 vs. 2017
 Increase (Decrease)
2017 vs. 2016
Baseline   
Labor, other benefits, contracting and materials$17
 $9
BSC and PHISCO costs(a)
10
 (11)
Merger costs(b)
7
 (120)
Uncollectible accounts expense(c)
(8) 
Other(2) 1
 24
 (121)
    
Regulatory required programs(1) 
Total increase (decrease)$23
 $(121)
 (Decrease) Increase
2019 vs. 2018
Baseline 
BSC and PHISCO costs$(8)
Uncollectible accounts expense(a)
(6)
Labor, other benefits, contracting and materials(5)
Storm-related costs2
Pension and non-pension postretirement benefits expense1
Other6
Total decrease

$(10)
_________

__________
(a)Decrease in 2017 primarily related to merger severance and compensation costs recognized in 2016.
(b)Decrease in 2017 primarily related to merger-related commitments for customer rate credits and charitable contributions recognized in 2016. Increase in 2018 primarily related to a deferral of accumulated merger integration costs as regulatory assets in 2017.
(c)ACE is allowed to recover from or refund to customers the difference between its annual uncollectible accounts expense and the amounts collected in rates annually through a rider mechanism. An equal and offsetting amount has been recognized in Operating revenues for the periods presented.
The changes in Depreciation and amortizationexpense consisted of the following:
 Increase (Decrease)
2018 vs. 2017
 Increase (Decrease)
2017 vs. 2016
Depreciation expense(a)
$5
 $6
Regulatory asset amortization(b)
5
 (2)
Required regulatory programs(c)
(20) (24)
Other
 1
Total decrease$(10) $(19)
 Increase (Decrease)
2019 vs. 2018
Depreciation expense(a)
$29
Regulatory asset amortization6
Regulatory required programs(14)
Total increase$21
___________________
(a)Depreciation expenseand amortization increased primarily due to ongoing capital expenditures.
(b)Regulatory asset amortization increased due to additional regulatory assets related to rate case activity.
(c)Regulatory required programs decreased due to rate decreases effective October 2017 and 2016 respectively for the ACE Transition Bonds.
Other,Interest expense, net for the year ended December 31, 20182019 compared to the same period in 20172018 decreased primarily due to lower income fromoutstanding debt.
Other, net for the year ended December 31, 2019 compared to the same period in 2018 increased primarily due to higher AFUDC equity.
Effective income tax rates were 13.8%, 25.2%,0.0% and 8.7%13.8% for the years ended December 31, 2019 and 2018, 2017 and 2016, respectively. The decrease for the year ended December 31, 2018 compared to the same period in 2017 primarily due to the lower federal income tax rate as a result of the TCJA. See Note 1413 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information regarding the components of the change in effective income tax rates.
Liquidity and Capital Resources
Exelon activity presented below includes the activity of PHI, Pepco, DPL and ACE, from the PHI Merger effective date of March 24, 2016 through December 31, 2018. Exelon prior year activity is unadjusted for the effects of the

PHI Merger. Due to the application of push-down accounting to the PHI entity, PHI's activity is presented in two separate reporting periods, the legacy PHI activity through March 23, 2016 (Predecessor), and PHI activity for the remainder of the period after the PHI merger date (Successor). For each of Pepco, DPL and ACE the activity presented below include its activity for the years ended December 31, 2018, 2017 and 2016. All results included throughout the liquidity and capital resources section are presented on a GAAP basis.
The Registrants’ operating and capital expenditures requirements are provided by internally generated cash flows from operations as well as funds from external sources in the capital markets and through bank borrowings. The Registrants’ businesses are capital intensive and require considerable capital resources. Each of the Registrants annually evaluates its financing plan, dividend practices and credit line sizing, focusing on maintaining its investment grade ratings while meeting its cash needs to fund capital requirements, retire debt, pay dividends, fund pension and OPEB obligations and invest in new and existing ventures. A broad spectrum of financing alternatives beyond the core financing options can be used to meet its needs and fund growth including monetizing assets in the portfolio via project financing, asset sales, and the use of other financing structures (e.g., joint ventures, minority partners, etc.). Each Registrant’s access to external financing on reasonable terms depends on its credit ratings and current overall capital market business conditions, including that of the utility industry in general. If these conditions deteriorate to the extent that the Registrants no longer have access to the capital markets at reasonable terms, the


Registrants have access to unsecured revolving credit facilities with aggregate bank commitments of $9 billion. In addition, Generation has $545 million in bilateral facilities with banks which have various expirations between October 2019 and April 2021 and $159 in credit facilities for project finance.$10.6 billion. The Registrants utilize their credit facilities to support their commercial paper programs, provide for other short-term borrowings and to issue letters of credit. See the “Credit Matters” section below for additional information. The Registrants expect cash flows to be sufficient to meet operating expenses, financing costs and capital expenditure requirements.
The Registrants primarily use their capital resources, including cash, to fund capital requirements, including construction expenditures, retire debt, pay dividends, fund pension and other postretirement benefit obligations and invest in new and existing ventures. The Registrants spend a significant amount of cash on capital improvements and construction projects that have a long-term return on investment. Additionally, ComEd, PECO, BGE, Pepco, DPL and ACE operate in rate-regulated environments in which the amount of new investment recovery may be delayed or limited and where such recovery takes place over an extended period of time. See Note 1316 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information of the Registrants’ debt and credit agreements.
NRC Minimum Funding Requirements
NRC regulations require that licensees of nuclear generating facilities demonstrate reasonable assurance that sufficient funds will be available in certain minimum amounts to decommission the facility. These NRC minimum funding levels are based upon the assumption that decommissioning activities will commence after the end of the current licensed life of each unit. If a unit fails the NRC minimum funding test, then the plant’s owners or parent companies would be required to take steps, such as providing financial guarantees through letters of credit or parent company guarantees or making additional cash contributions to the NDT fund to ensure sufficient funds are available. See Note 159 - Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information on the NRC minimum funding requirements.information.
If a nuclear plant were to early retire there is a risk that it will no longer meet the NRC minimum funding requirements due to the earlier commencement of decommissioning activities and a shorter time period over which the NDT fundsfund investments could appreciate in value. A shortfall could require that Generation address the shortfall by, among other things, obtaining a parental guarantee for Generation’s share of the funding assurance. However, the amount of any guarantees or other assurance will ultimately depend on the decommissioning approach, the associated level of costs, and the NDT fund investment performance going forward. Within two years after shutting down a plant, Generation must submit a post-shutdown decommissioning activities report (PSDAR) to the NRC that includes the planned option for decommissioning the site. As discussed in Note 15 - Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements, Generation filed its annual decommissioning funding status report with the NRC on March 28, 2018 for shutdown reactors and reactors within five years of shutdown. As of December 31, 2018, across the alternative decommissioning approaches available, Exelon would not be required to post a parental guarantee for TMI or Oyster Creek. In the event PSEG decides to early retire Salem, Generation estimates a parental guarantee of up to $30 million from Exelon could be required for Salem, dependent upon the ultimate decommissioning approach selected.
Upon issuance of any required financial guarantees, each site would be able to utilize the respective NDT funds for radiological decommissioning costs, which represent the majority of the total expected decommissioning costs. However, the NRC must approve an additional exemption in order for the plant’s owner(s) to utilize the NDT fund to pay for non-radiological decommissioning costs (i.e., spent fuel management and site restoration costs). If a unit does not receive this exemption, the costs would be borne by the owner(s). While without reimbursement from or access to the NDT funds. The ultimate amountscosts for spent fuel management may vary

greatly and could be reduced by alternate decommissioning scenarios and/or reimbursement of certain costs under the DOE reimbursement agreements or future litigation, acrossagreements.
As of December 31, 2019, Exelon would not be required to post a parental guarantee for TMI Unit 1 under the alternativeSAFSTOR scenario which is the planned decommissioning approaches available, ifoption as described in the TMI were to fail to obtainUnit 1 PSDAR filed by Generation with the exemption, Generation estimates it could incur spent fuel management and site restoration costs over the next ten years of up to $125 million net of taxes, dependent upon the ultimate decommissioning approach selected. In the event PSEG decides to early retire Salem and Salem were to fail to obtain the exemption, Generation estimates it could incur spent fuel management and site restoration costs over the next ten years of up to $90 million net of taxes.NRC on April 5, 2019. On October 19, 2018,16, 2019, the NRC granted Generation's exemption request to use the Oyster CreekTMI Unit 1 NDT funds for non-radiological decommissioningspent fuel management costs.
On July 31, 2018, Generation entered into an agreement for An additional exemption request would be required to allow the sale of Oyster Creekfunds to be spent on site restoration costs, which isare not expected to occurbe incurred in the second halfnear term.
Project Financing (Exelon and Generation)
Project financing is used to help mitigate risk of 2019.specific generating assets. Project financing is based upon a nonrecourse financial structure, in which project debt is paid back from the cash generated by the specific asset or portfolio of assets. Borrowings under these agreements are secured by the assets and equity of each respective project. The lenders do not have recourse against Exelon or Generation in the event of a default. If a specific project financing entity does not maintain compliance with its specific debt financing covenants, there could be a requirement to accelerate repayment of the associated debt or other project-related borrowings earlier than the stated maturity dates. In these instances, if such repayment was not satisfied, or restructured, the lenders or security holders would generally have rights to foreclose against the project-specific assets and related collateral. The potential requirement to satisfy its associated debt or other borrowings earlier than otherwise anticipated could lead to impairments due to a higher likelihood of disposing of the respective project-specific assets significantly before the end of their useful


lives. Additionally, project finance has credit facilities. See Note 5 - Mergers, Acquisitions16 — Debt and Dispositions for additional information on the sale of Oyster Creek to Holtec.
Junior Subordinated Notes
In June 2014, Exelon issued $1.15 billion of junior subordinated notes in the form of 23 million equity units at a stated amount of $50.00 per unit. Each equity unit represented an undivided beneficial ownership interest in Exelon’s $1.15 billion of 2.50% junior subordinated notes due in 2024 (“2024 notes”) and a forward equity purchase contract.  As contemplated in the June 2014 equity unit structure, in April 2017, Exelon completed the remarketing of the 2024 notes into $1.15 billion of 3.497% junior subordinated notes due in 2022 (“Remarketing”).  Exelon conducted the Remarketing on behalf of the holders of equity units and did not directly receive any proceeds therefrom. Instead, the former holders of the 2024 notes used debt remarketing proceeds towards settling the forward equity purchase contract with Exelon on June 1, 2017. Exelon issued approximately 33 million shares of common stock from treasury stock and received $1.15 billion upon settlement of the forward equity purchase contract. When reissuing treasury stock Exelon uses the average price paid to repurchase shares to calculate a gain or loss on issuance and records gains or losses directly to retained earnings. A loss on reissuance of treasury shares of $1.05 billion was recorded to retained earnings as of December 31, 2017. See Note 20 — Earnings Per ShareCredit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on the issuance of common stock.nonrecourse debt.
Cash Flows from Operating Activities
General
Generation’s cash flows from operating activities primarily result from the sale of electric energy and energy-related products and services to customers. Generation’s future cash flows from operating activities may be affected by future demand for and market prices of energy and its ability to continue to produce and supply power at competitive costs as well as to obtain collections from customers.
The Utility Registrants' cash flows from operating activities primarily result from the transmission and distribution of electricity and, in the case of PECO, BGE and DPL, gas distribution services. The Utility Registrants' distribution services are provided to an established and diverse base of retail customers. The Utility Registrants' future cash flows may be affected by the economy, weather conditions, future legislative initiatives, future regulatory proceedings with respect to their rates or operations, competitive suppliers, and their ability to achieve operating cost reductions.
See Note 43 — Regulatory Matters and Note 2218 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information of regulatory and legal proceedings and proposed legislation.

The following table provides a summary of the major items affecting Exelon’schange in cash flows from operationsprovided by (used in) operating activities for the years ended December 31, 2019, 2018 2017 and 2016:2017:
2018 2017 2018 vs. 2017 Variance 2016 2017 vs. 2016 Variance
2019 vs. 2018 VarianceExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Net income$2,084
 $3,876
 $(1,792) $1,196
 $2,680
$949
 $774
 $24
 $68
 $47
 $84
 $38
 $27
 $24
Add (subtract):                          
Non-cash operating activities(a)
7,580
 5,445
 2,135
 7,714
 (2,269)(778) (835) (34) 43
 100
 (12) (1) (26) (3)
Pension and non-pension
postretirement benefit
contributions
(383) (405) 22
 (397) (8)(25) (36) (35) 
 6
 49
 3
 (1) 5
Income taxes340
 299
 41
 576
 (277)(404) 495
 33
 (49) (47) (18) 22
 10
 4
Changes in working capital and other noncurrent assets and liabilities(b)
(1,016) (1,605) 589
 (243) (1,362)(1,221) (855) (71) (50) (139) (118) (24) (68) 3
Option premiums received (paid), net(43) 28
 (71) (66)
94
14
 14
 
 
 
 
 
 
 
Collateral received
(posted), net
82
 (158) 240
 931
 (1,089)
Deposit with IRS
 
 
 (1,250) 1,250
Net cash flows provided by operations$8,644
 $7,480
 $1,164
 $8,461
 $(981)
Collateral posted (received), net(520) (545) 37
 
 (8) 
 
 
 
Net cash flows provided by (used in) operations$(1,985) $(988) $(46) $12
 $(41) $(15) $38
 $(58) $33
__________
2018 vs. 2017 VarianceExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Net income$(1,790) $(2,355) $97
 $26
 $6
 $38
 $7
 $(1) $(2)
Add (subtract):                 
Non-cash operating activities2,133
 3,116
 (232) (12) (73) (124) (17) (41) (17)
Pension and non-pension postretirement benefit contributions22
 9
 (1) (4) (1) 25
 55
 2
 14
Income taxes41
 (689) 370
 (19) (80) (45) (94) (24) 9
Changes in working capital and other noncurrent assets and liabilities589
 359
 (49) (7) 112
 288
 116
 95
 18
Option premiums received (paid), net(71) (71) 
 
 
 
 
 
 
Collateral posted (received), net240
 193
 37
 
 4
 
 
 
 
Net cash flows provided by (used in) operations$1,164
 $562
 $222
 $(16) $(32) $182
 $67
 $31
 $22
Changes in Registrants' cash flows from operations for 2019, 2018 and 2017 were generally consistent with changes in each Registrant’s respective results of operations, as adjusted for non-cash operating activities, and changes in working capital in the normal course of business. In addition, significant operating cash flow impacts for the Registrants for 2019, 2018 and 2017 were as follows:


(a)Represents depreciation, amortization, depletion and accretion, net fair value changes related to derivatives, deferred income taxes, provision for uncollectible accounts, pension and non-pension postretirement benefit expense, equity in earnings and losses of unconsolidated affiliates and investments, decommissioning-related items, stock compensation expense, impairment of long-lived assets, gain on sale of assets and businesses and other non-cash charges.
See Note 23 —Supplemental Financial Information of the Combined Notes to Consolidated Financial Statements and the Registrants’ Consolidated Statement of Cash Flows for additional information on non-cash operating activity.activity.
(b)Changes in working capital and other noncurrent assets and liabilities exclude
See Note 13 —Income Taxes of the changes in commercial paper, income taxesCombined Notes to Consolidated Financial Statements and the current portionRegistrants' Consolidated Statement of long-term debt.Cash Flows for additional information on income taxes.
Depending upon whether Generation is in a net mark-to-market liability or asset position, collateral may be required to be posted with or collected from its counterparties. In addition, the collateral posting and collection requirements differ depending on whether the transactions are on an exchange or in the OTC markets.
Pension and Other Postretirement Benefits
Management considers various factors when making pension funding decisions, including actuarially determined minimum contribution requirements under ERISA, contributions required to avoid benefit restrictions and at-risk status as defined by the Pension Protection Act of 2006 (the Act), management of the pension obligation and regulatory implications. The Act requires the attainment of certain funding levels to avoid benefit restrictions (such as an inability to pay lump sums or to accrue benefits prospectively), and at-risk status (which triggers higher minimum contribution requirements and participant notification). The projected contributions below reflect a funding strategy to make levelized annual contributions with the objective of contributing the greater of (1) $300 million until all the qualified plans are fullyachieving 100% funded status on an ABOAccumulated Benefit Obligation (ABO) basis and (2) the minimum amounts under ERISA to meet minimum contribution requirements and/or avoid benefit restrictions and at-risk status.over time. This level funding strategy helps minimize volatility of future period required pension contributions. Based on this funding strategy and current market conditions, which are subject to change, Exelon’s estimated annual qualified pension contributions will be approximately $500 million beginning in 2020. Unlike the qualified pension plans, Exelon’s non-qualified pension plans are not funded, given that they are not subject to statutory minimum contribution requirements.
While other postretirement plans are also not subject to statutory minimum contribution requirements, Exelon does fund certain of its plans. For Exelon's funded OPEB plans, contributions generally equal accounting costs, however, Exelon’s management has historically considered several factors in determining the level of contributions to its other postretirement benefitOPEB plans, including liabilities management, levels of benefit claims paid and regulatory implications (amounts deemed prudent to meet regulatory expectations and best assure continued rate recovery). The amounts below include benefit payments related to unfunded plans.

The following table provides all registrants' planned contributions to the qualified pension plans, planned benefit payments to non-qualified pension plans, and planned contributions to other postretirement plans in 2019:2020:
Qualified Pension Plans Non-Qualified Pension Plans Other
Postretirement
Benefits
Qualified Pension Plans Non-Qualified Pension Plans OPEB
Exelon$301
 $25
 $44
$505
 $36
 $42
Generation135
 7
 13
227
 14
 16
ComEd65
 1
 2
141
 2
 3
PECO25
 1
 
17
 1
 
BGE34
 1
 15
56
 2
 16
BSC41
 7
 2
PHI1
 8
 12
22
 9
 7
Pepco
 2
 10

 2
 7
DPL
 1
 

 1
 
ACE
 
 1
2
 
 
PHISCO1
 5
 1
To the extent interest rates decline significantly or the pension and OPEB plans earn less than the expected asset returns, annual pension contribution requirements in future years could increase. Conversely, to the extent interest rates increase significantly or the pension and OPEB plans earn greater than the expected asset returns, annual pension and OPEB contribution requirements in future years could decrease. Additionally, expected contributions could change if Exelon changes its pension or OPEB funding strategy.
Cash flows provided by operating activities for the year ended December 31, 2018, 2017 and 2016 by Registrant were as follows:

 2018 2017 2016
Exelon$8,644
 $7,480
 $8,461
Generation3,861
 3,299
 4,442
ComEd1,749
 1,527
 2,505
PECO739
 755
 829
BGE789
 821
 945
Pepco474
 407
 651
DPL352
 321
 310
ACE228
 206
 385
 Successor  Predecessor
 20182017 March 24, 2016 to December 31, 2016  January 1, 2016 to March 23, 2016
PHI$1,132
$950
 $888
  $264
Changes in Registrants' cash flows from operations for 2018, 2017, and 2016 were generally consistent with changes in each Registrant’s respective results of operations, as adjusted by changes in working capital in the normal course of business. In addition, significant operating cash flow impacts for the Registrants for 2018, 2017 and 2016 were as follows:
Generation
Depending upon whether Generation is in a net mark-to-market liability or asset position, collateral may be required to be posted with or collected from its counterparties. In addition, the collateral posting and collection requirements differ depending on whether the transactions are on an exchange or in the OTC

markets. During 2018, 2017 and 2016, Generation had net collections (payments) of counterparty cash collateral of $64 million, $(129) million and $923 million, respectively, primarily due to market conditions that resulted in changes to Generation’s net mark-to-market position.
During 2018, 2017 and 2016, Generation had net (payments) collections of approximately $(43) million, $28 million and $(66) million, respectively, related to purchases and sales of options. The level of option activity in a given year may vary due to several factors, including changes in market conditions as well as changes in hedging strategy.
For additional information regarding changes in non-cash operating activities, see Note 23 — Supplemental Financial Information of the Combined Notes to Consolidated Financial Statements.
Cash Flows from Investing Activities
Cash flows usedThe following table provides a summary of the change in cash provided by (used in) investing activities for the yearyears ended December 31, 2019, 2018 2017 and 2016 by Registrant were as follows:2017:
 2018 2017 2016
Exelon$(7,834) $(7,971) $(15,450)
Generation(2,531) (2,662) (3,816)
ComEd(2,097) (2,230) (2,685)
PECO(840) (597) (797)
BGE(950) (875) (910)
Pepco(654) (628) (616)
DPL(362) (429) (336)
ACE(334) (313) (307)
2019 vs. 2018 VarianceExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Capital expenditures$346
 $397
 $211
 $(90) $(186) $20
 $30
 $16
 $(40)
Proceeds from NDT fund sales, net199
 199
 
 
 
 
 
 
 
Acquisitions of assets and businesses, net113
 113
 
 
 
 
 
 
 
Proceeds from sales of assets and businesses(38) (38) 
 
 
 
 
 
 
Changes in intercompany money pool
 
 
 (68) 
 
 
 
 
Other investing activities(46) (7) 
 (10) (1) (7) 1
 (1) (2)
Net cash flows provided by (used in) investing activities$574
 $664
 $211
 $(168) $(187) $13
 $31
 $15
 $(42)
 Successor   Predecessor
 20182017 March 24, 2016 to December 31, 2016   January 1, 2016 to March 23, 2016
PHI$(1,371)$(1,397) $(993)   $(346)
2018 vs. 2017 VarianceExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Capital expenditures$(10) $17
 $124
 $(117) $(77) $21
 $(28) $64
 $(23)
Proceeds from NDT fund sales, net33
 33
 
 
 
 
 
 
 
Acquisitions of assets and businesses, net54
 54
 
 
 
 
 
 
 
Proceeds from sales of assets and businesses(128) (128) 
 
 
 
 
 
 
Changes in intercompany money pool
 
 
 (131) 
 
 
 
 
Other investing activities188
 155
 9
 5
 2
 5
 2
 3
 2
Net cash flows provided by (used in) investing activities$137
 $131
 $133
 $(243) $(75) $26
 $(26) $67
 $(21)
Significant investing cash flow impacts for the Registrants for 2019, 2018 2017 and 20162017 were as follows:
Exelon
During 2016, Exelon had expenditures of $6.6 billion related to the PHI merger.
During 2016, Exelon had proceeds of $360 million as a result of early termination of direct financing leases.
Exelon and Generation
During 2018, Exelon and Generation had expenditures of $81 million and $57 related to the acquisitions of the Everett Marine Terminal and the Handley generating station, respectively.
During 2018, Exelon and Generation had proceeds of $85 million relating to the sale of Generation’s interest in an electrical contracting business that primarily installs, maintains and repairs underground and high-voltage cable transmission and distribution services.
During 2017, Exelon and Generation had additional expenditures of $23 million and $178 million related to the acquisitions of ConEdison Solutions and the FitzPatrick nuclear generating station, respectively.
During 2017, Exelon and Generation had proceeds of $218 million from sales of long-lived assets, primarily related to the sale back of turbine equipment.
Variances in capital expenditures are primarily due to the timing of cash expenditures for capital projects. Refer below for additional information on projected capital expenditure spending.
During 2018, Exelon and Generation had expenditures of $81 million and $57 related to the acquisitions of the Everett Marine Terminal and the Handley generating station.
During 2017, Exelon and Generation had expenditures of $23 million and $178 million related to the acquisitions of ConEdison Solutions and the FitzPatrick nuclear generating station.
During 2018, Exelon and Generation had proceeds of $85 million relating to the sale of Generation’s interest in an electrical contracting business that primarily installs, maintains and repairs underground and high-voltage cable transmission and distribution services.
During 2017, Exelon and Generation had proceeds of $218 million from sales of long-lived assets, primarily related to the sale back of turbine equipment.
Changes in intercompany money pool are driven by short-term borrowing needs. Refer to more information regarding the intercompany money pool below.

During 2016, Exelon and Generation had expenditures of $235 million and $58 million related to the acquisitions of ConEdison Solutions and the FitzPatrick nuclear generating station, respectively.
Capital Expenditure Spending
CapitalThe Registrants most recent estimates of capital expenditures by Registrant for 2018, 2017plant additions and 2016 and projected amountsimprovements for 20192020 are as follows:
Projected
2019 (a)
 2018 2017 2016
(in millions)TransmissionDistributionGasTotal
Exelon(b)
$7,325
 $7,594
 $7,584
 $8,553
N/A
N/A
N/A
$8,175
Generation1,950
 2,242
 2,259
 3,078
N/A
N/A
N/A
1,725
ComEd1,875
 2,126
 2,250
 2,734
475
1,875
N/A
2,350
PECO975
 849
 732
 686
125
700
275
1,100
BGE
1,100
 959
 882
 934
275
575
475
1,325
Pepco725
 656
 628
 586
175
675
N/A
850
DPL350
 364
 428
 349
125
225
100
450
ACE300
 335
 312
 311
150
225
N/A
375
   Successor   Predecessor
 
Projected
2019 (a)
 20182017 March 24, 2016 to December 31, 2016   January 1, 2016 to March 23, 2016
PHI(c)
$1,375
 $1,375
$1,396
 $1,008
   $273
__________
(a)Total projected capital expenditures do not include adjustments for non-cash activity. Amounts are rounded to the nearest $25 million.
(b)Includes corporate operations, BSC and PHISCO.
(c)Includes PHISCO.
Projected capital expenditures and other investments are subject to periodic review and revision to reflect changes in economic conditions and other factors.
Generation
Approximately 43% and 8%45% of the projected 20192020 capital expenditures at Generation are for the acquisition of nuclear fuel, and the construction of new natural gas plants and solar facilities, respectively, with the remaining amounts reflecting investment in renewable energy and additions and upgrades to existing generation facilities (including material condition improvements during nuclear refueling outages)., and additional investment in new generation facilities.  Generation anticipates that it will fund capital expenditures with internally generated funds and borrowings.
ComEd, PECO, BGE, Pepco, DPL and ACEUtility Registrants
Projected 20192020 capital expenditures at the Utility Registrants are for continuing projects to maintain and improve operations, including enhancing reliability and adding capacity to the transmission and distribution systems such as the Utility Registrants' construction commitments under PJM’s RTEP.
The Utility Registrants as transmission owners are subject to NERC compliance requirements. NERC provides guidance to transmission owners regarding assessments of transmission lines. The results of these assessments could require the Utility Registrants to incur incremental capital or operating and maintenance expenditures to ensure their transmission lines meet NERC standards. In 2010, NERC provided guidance to transmission owners that recommended the Utility Registrants perform assessments of their transmission lines. ComEd, PECO and BGE submitted their final bi-annual reports to NERC in January 2014. ComEd and PECO will be incurring incremental capital expenditures associated with this guidance following the completion of the assessments. Specific projects and expenditures are identified as the assessments are completed. ComEd’s and PECO’s forecasted 20192020 capital expenditures above reflect capital spending for remediation to be completed through 2019.2020. BGE, DPL and ACE are complete with their assessments and Pepco has substantially completed its assessment and thus do not expect significant capital expenditures related to this guidance in 2019.

2020.
The Utility Registrants anticipate that they will fund their capital expenditures with a combination of internally generated funds and borrowings and additional capital contributions from parent.


Cash Flows from Financing Activities
Cash flowsThe following tables provides a summary of the change in cash provided by (used in) provided by financing activities for the yearyears ended December 31, 2019, 2018 2017 and 2016 by Registrant2017:
2019 vs. 2018 VarianceExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Changes in short-term borrowings, net$869
 $320
 $130
 $
 $82
 $200
 $28
 $272
 $(100)
Long-term debt, net(665) (645) (110) 125
 100
 (123) (51) (133) 63
Changes in Exelon intercompany money pool
 (146) 
 
 
 12
 
 
 
Common stock issued from treasury stock
 
 
 
 
 
 
 
 
Dividends paid on common stock(76) 
 (49) (52) (15) 
 (44) (43) (65)
Distributions to member
 102
 
 
 
 (200) 
 
 
Contributions from parent/member
 (114) (250) 99
 84
 13
 (6) (87) 108
Sale of noncontrolling interest
 
 
 
 
 
 
 
 
Other financing activities33
 4
 1
 16
 (6) 4
 1
 1
 2
Net cash flows provided by (used in) financing activities$161
 $(479) $(278) $188
 $245
 $(94) $(72) $10
 $8
2018 vs. 2017 VarianceExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Changes in short-term borrowings, net$127
 $699
 $
 $
 $(74) $1
 $11
 $(432) $(77)
Long-term debt, net599
 (510) (65) (125) 291
 418
 (3) 236
 104
Changes in Exelon intercompany money pool
 47
 
 
 
 
 
 
 
Common stock issued from treasury stock(1,150) 
 
 
 
 
 
 
 
Dividends paid on common stock(96) 
 (37) (18) (11) 
 (36) 16
 9
Distributions to member
 (342) 
 
 
 (15) 
 
 
Contributions from parent/member
 53
 (151) 73
 (75) (373) 5
 150
 67
Sale of noncontrolling interest(396) (396) 
 
 
 
 
 
 
Other financing activities(70) (1) (2) (19) 3
 (7) (3) (2) (3)
Net cash flows provided by (used in) financing activities$(986) $(450) $(255) $(89) $134
 $24
 $(26) $(32) $100
Significant investing cash flow impacts for the Registrants for 2019, 2018 and 2017 were as follows:
Changes in short-term borrowings, net, is driven by repayments on and issuances of notes due in less than 90 days. Refer to Note 16 - Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on short-term borrowings.
Long-term debt, net, varies due to debt issuances and redemptions each year. Refer to debt issuances and redemptions tables below for more information.
Changes in intercompany money pool are driven by short-term borrowing needs. Refer to more information regarding the intercompany money pool below.
Exelon issued common stock in 2017 to fund the PHI merger. Refer to Note 19 - Shareholders' Equity of the Combined Notes to Consolidated Financial statements for additional information on common stock issuances.
Exelon’s ability to pay dividends on its common stock depends on the receipt of dividends paid by its operating subsidiaries. The payments of dividends to Exelon by its subsidiaries in turn depend on their results of operations and cash flows and other items affecting retained earnings. See Note 18 - Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information on dividend restrictions. See below for quarterly dividends declared.

 2018 2017 2016
Exelon$(219) $767
 $1,191
Generation(981) (531) (734)
ComEd534
 789
 169
PECO(39) 50
 (263)
BGE156
 22
 (21)
Pepco193
 219
 
DPL32
 64
 67
ACE105
 5
 22

 Successor   Predecessor
 20182017 March 24, 2016 to December 31, 2016   January 1, 2016 to March 23, 2016
PHI$330
$306
 $(7)   $372

The change in sale of controlling interest from 2017 to 2018 was primarily related to cash received in 2017 for the sale of a 49% interest in EGRP. Refer to Note 22 - Variable Interest Entities of the Combined Notes to Consolidated Financial Statements for additional information on sale of controlling interest.
Debt Issuances and Redemptions
See Note 1316 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information of the Registrants’ debt issuances and retirements. Debt activity for 2019, 2018 2017 and 20162017 by Registrant was as follows:
During 2018,2019, the following long-term debt was issued:
Company Type Interest Rate Maturity Amount Use of Proceeds Type Interest Rate Maturity Amount Use of Proceeds
Generation 
Energy Efficiency Project Financing(a)
 3.72% March 31, 2019 $4
 Funding to install energy conservation measures for the Smithsonian Zoo project. 
Energy Efficiency Project Financing(a)
 3.95% August 31, 2020 $4
 Funding to install energy conservation measures for the Fort Meade project.
Generation 
Energy Efficiency Project Financing(a)
 3.17% January 31, 2019 $1
 Funding to install energy conservation measures in Brooklyn, NY. 
Energy Efficiency Project Financing(a)
 3.46% May 1, 2020 $39
 Funding to install energy conservation measures for the Marine Corps. Logistics Project.
Generation 
Energy Efficiency Project Financing(a)
 2.61% September 30, 2018 $5
 Funding to install energy conservation measures for the Pensacola project. 
Energy Efficiency Project Financing(a)

 2.53% April 30, 2021 $2
 Funding to install energy conservation measures for the Fort AP Hill project.
Generation 
Energy Efficiency Project Financing(a)
 4.17% January 31, 2019 $1
 Funding to install energy conservation measures for the General Services Administration Philadelphia project.
Generation 
Energy Efficiency Project Financing(a)
 4.26% May 31, 2019 $3
 Funding to install energy conservation measures for the National Institutes of Health Multi-Buildings Phase II project.
ComEd First Mortgage Bonds, Series 124 4.00% March 1, 2048 $800
 Refinance one series of maturing first mortgage bonds, to repay a portion of ComEd’s outstanding commercial paper obligations and to fund general corporate purposes First Mortgage Bonds, Series 126 4.00% March 1, 2049 $400
 Repay a portion of ComEd’s outstanding commercial paper obligations and fund other general corporate purposes.
ComEd First Mortgage Bonds, Series 125 3.70% August 15, 2028 $550
 Repay a portion of ComEd’s outstanding commercial paper obligations and for general corporate purposes. First Mortgage Bonds, Series 127 3.20% November 15, 2049 $300
 Repay a portion of ComEd’s outstanding commercial paper obligations and fund other general corporate purposes.
PECO First and Refunding Mortgage Bonds 3.90% March 1, 2048 $325
 Refinance a portion of maturing mortgage bonds.
PECO Loan Agreement 2.00% June 20, 2023 $50
 Funding to implement Electric Long-term Infrastructure Improvement Plan
PECO First and Refunding Mortgage Bonds 3.90% March 1, 2048 $325
 Satisfy short-term borrowings from the Exelon intercompany money pool and for general corporate purposes. First and Refunding Mortgage Bonds 3.00% September 15, 2049 $325
 Repay short-term borrowings and for general corporate purposes.
BGE Senior Notes 4.25% September 15, 2048 $300
 Repay commercial paper obligations and for general corporate purposes. Senior Notes 3.20% September 15, 2049 $400
 Repay commercial paper obligations and for general corporate purposes.
Pepco First Mortgage Bonds 4.27% June 15, 2048 $100
 Repay outstanding commercial paper and for general corporate purposes. First Mortgage Bonds 3.45% June 13, 2029 $150
 Repay existing indebtedness and for general corporate purposes.
Pepco First Mortgage Bonds 4.31% November 1, 2048 $100
 Repay outstanding commercial paper and for general corporate purposes. Unsecured Tax-Exempt Bonds 1.70% September 1, 2022 $110
 Refinance existing indebtedness.
DPL First Mortgage Bonds 4.27% June 15, 2048 $200
 Repay outstanding commercial paper and for general corporate purposes. First Mortgage Bonds 4.14% December 12, 2049 $75
 Repay existing indebtedness and for general corporate purposes.
ACE First Mortgage Bonds 4.00% October 15, 2028 $350
 Refinance ACE’s 7.75% First Mortgage Bonds due November 15, 2018, reduce short-term borrowings and for general corporate purposes. First Mortgage Bonds 3.50% May 21, 2029 $100
 Repay existing indebtedness and for general corporate purposes.
ACE First Mortgage Bonds 4.14% May 21, 2049 $50
 Repay existing indebtedness and for general corporate purposes.
__________
(a)For Energy Efficiency Project Financing, the maturity dates represent the expected date of project completion, upon which the respective customer assumes the outstanding debt.


During 2017,2018, the following long term debt was issued:
Company Type Interest Rate Maturity Amount Use of Proceeds Type Interest Rate Maturity Amount Use of Proceeds
Exelon Corporate Junior Subordinated Notes 3.50% June 1, 2022 $1,150
 Refinance Exelon's Junior Subordinated Notes issued in June 2014.
Generation 
Albany Green Energy Project Financing(a)
 LIBOR + 1.25%
 November 17, 2017 $14
 Albany Green Energy biomass generation development.
Generation 
Energy Efficiency Project Financing(a)
 3.90% February 1, 2018 $19
 Funding to install energy conservation measures for the Naval Station Great Lakes project.
Generation 
Energy Efficiency Project Financing(a)
 3.72% May 1, 2018 $5
 Funding to install energy conservation measures for the Smithsonian Zoo project.
Generation 
Energy Efficiency Project Financing(a)
 2.61% September 30, 2018 $13
 Funding to install energy conservation measures for the Pensacola project.
Generation 
Energy Efficiency Project Financing(a)
 3.53% April 1, 2019 $8
 Funding to install energy conservation measures for the State Department project. 
Energy Efficiency Project Financing(a)
 3.72% March 31, 2019 $4
 Funding to install energy conservation measures for the Smithsonian Zoo project.
Generation Senior Notes 2.95% January 15, 2020 $250
 Repay outstanding commercial paper obligations and for general corporate purposes. 
Energy Efficiency Project Financing(a)
 3.17% January 31, 2019 $1
 Funding to install energy conservation measures in Brooklyn, NY.
Generation Senior Notes 3.40% March 15, 2020 $500
 Repay outstanding commercial paper obligations and for general corporate purposes. 
Energy Efficiency Project Financing(a)
 2.61% September 30, 2018 $5
 Funding to install energy conservation measures for the Pensacola project.
Generation 
ExGen Texas Power Nonrecourse Debt(b)(c)
 LIBOR + 4.75%
 September 18, 2021 $6
 General corporate purposes. 
Energy Efficiency Project Financing(a)
 4.17% January 31, 2019 $1
 Funding to install energy conservation measures for the General Services Administration Philadelphia project.
Generation 
ExGen Renewables IV, Nonrecourse Debt(b)
 LIBOR + 3.00%
 November 30, 2024 $850
 General corporate purposes. 
Energy Efficiency Project Financing(a)
 4.26% May 31, 2019 $3
 Funding to install energy conservation measures for the National Institutes of Health Multi-Buildings Phase II project.
ComEd First Mortgage Bonds, Series 122 2.95% August 15, 2027 $350
 Refinance maturing mortgage bonds, repay a portion of ComEd’s outstanding commercial paper obligations and for general corporate purposes First Mortgage Bonds, Series 124 4.00% March 1, 2048 $800
 Refinance one series of maturing first mortgage bonds, to repay a portion of ComEd’s outstanding commercial paper obligations and to fund general corporate purposes.
ComEd First Mortgage Bonds, Series 123 3.75% August 15, 2047 $650
 Refinance maturing mortgage bonds, repay a portion of ComEd’s outstanding commercial paper obligations and for general corporate purposes. First Mortgage Bonds, Series 125 3.70% August 15, 2028 $550
 Repay a portion of ComEd’s outstanding commercial paper obligations and for general corporate purposes.
PECO First and Refunding Mortgage Bonds 3.70% September 15, 2047 $325
 General corporate purposes. First and Refunding Mortgage Bonds 3.90% March 1, 2048 $325
 Refinance a portion of maturing mortgage bonds.
PECO Loan Agreement 2.00% June 20, 2023 $50
 Funding to implement Electric Long-term Infrastructure Improvement Plan.
PECO First and Refunding Mortgage Bonds 3.90% March 1, 2048 $325
 Satisfy short-term borrowings from the Exelon intercompany money pool and for general corporate purposes.
BGE Senior Notes 3.75% August 15, 2047 $300
 Redeem $250 million in principal amount of the 6.20% Deferrable Interest Subordinated Debentures due October 15, 2043 issued by BGE's affiliate BGE Capital Trust II, repay commercial paper obligations and for general corporate purposes. Senior Notes 4.25% September 15, 2048 $300
 Repay commercial paper obligations and for general corporate purposes.
Pepco 
Energy Efficiency Project Financing(a)
 3.30% December 15, 2017 $2
 Funding to install energy conservation measures for the DOE Germantown project. First Mortgage Bonds 4.27% June 15, 2048 $100
 Repay outstanding commercial paper and for general corporate purposes.
Pepco First Mortgage Bonds 4.15% March 15, 2043 $200
 Funding to repay outstanding commercial paper and for general corporate purposes. First Mortgage Bonds 4.31% November 1, 2048 $100
 Repay outstanding commercial paper and for general corporate purposes.
DPL First Mortgage Bonds 4.27% June 15, 2048 $200
 Repay outstanding commercial paper and for general corporate purposes.
ACE First Mortgage Bonds 4.00% October 15, 2028 $350
 Refinance ACE’s 7.75% First Mortgage Bonds due November 15, 2018, reduce short-term borrowings and for general corporate purposes.
__________
(a)For Energy Efficiency Project Financing, the maturity dates represent the expected date of project completion, upon which the respective customer assumes the outstanding debt.





During 2017, the following long term-debt was issued:
Company Type Interest Rate Maturity Amount Use of Proceeds
Exelon Corporate Junior Subordinated Notes 3.50% June 1, 2022 $1,150
 Refinance Exelon's Junior Subordinated Notes issued in June 2014.
Generation 
Albany Green Energy Project Financing(a)
 LIBOR + 1.25%
 November 17, 2017 $14
 Albany Green Energy biomass generation development.
Generation 
Energy Efficiency Project Financing(a)
 3.90% February 1, 2018 $19
 Funding to install energy conservation measures for the Naval Station Great Lakes project.
Generation 
Energy Efficiency Project Financing(a)
 3.72% May 1, 2018 $5
 Funding to install energy conservation measures for the Smithsonian Zoo project.
Generation 
Energy Efficiency Project Financing(a)
 2.61% September 30, 2018 $13
 Funding to install energy conservation measures for the Pensacola project.
Generation 
Energy Efficiency Project Financing(a)
 3.53% April 1, 2019 $8
 Funding to install energy conservation measures for the State Department project.
Generation Senior Notes 2.95% January 15, 2020 $250
 Repay outstanding commercial paper obligations and for general corporate purposes.
Generation Senior Notes 3.40% March 15, 2020 $500
 Repay outstanding commercial paper obligations and for general corporate purposes.
Generation 
ExGen Texas Power Nonrecourse Debt(b)(c)
 LIBOR + 4.75%
 September 18, 2021 $6
 General corporate purposes.
Generation 
ExGen Renewables IV, Nonrecourse Debt(b)
 LIBOR + 3.00%
 November 30, 2024 $850
 General corporate purposes.
ComEd First Mortgage Bonds, Series 122 2.95% August 15, 2027 $350
 Refinance maturing mortgage bonds, repay a portion of ComEd’s outstanding commercial paper obligations and for general corporate purposes.
ComEd First Mortgage Bonds, Series 123 3.75% August 15, 2047 $650
 Refinance maturing mortgage bonds, repay a portion of ComEd’s outstanding commercial paper obligations and for general corporate purposes.
PECO First and Refunding Mortgage Bonds 3.70% September 15, 2047 $325
 General corporate purposes.
BGE Senior Notes 3.75% August 15, 2047 $300
 Redeem $250 million in principal amount of the 6.20% Deferrable Interest Subordinated Debentures due October 15, 2043 issued by BGE's affiliate BGE Capital Trust II, repay commercial paper obligations and for general corporate purposes.
Pepco 
Energy Efficiency Project Financing(a)
 3.30% December 15, 2017 $2
 Funding to install energy conservation measures for the DOE Germantown project.
Pepco First Mortgage Bonds 4.15% March 15, 2043 $200
 Funding to repay outstanding commercial paper and for general corporate purposes.
__________
(a)For Energy Efficiency Project Financing, the maturity dates represent the expected date of project completion, upon which the respective customer assumes the outstanding debt.
(b)See Note 1316 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information of nonrecourse debt.


(c)As a result of the bankruptcy filing for EGTP on November 7, 2017, the nonrecourse debt was deconsolidated from Exelon's and Generation's consolidated financial statements. See Note 52 — Mergers, Acquisitions and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information.
During 2016, the following long term-debt was issued:
Company Type Interest Rate Maturity Amount Use of Proceeds
Exelon Corporate Senior Unsecured Notes 2.45% April 15, 2021 $300
 Repay commercial paper issued by PHI and for general corporate purposes.
Exelon Corporate Senior Unsecured Notes 3.40% April 15, 2026 $750
 Repay commercial paper issued by PHI and for general corporate purposes.
Exelon Corporate Senior Unsecured Notes 4.45% April 15, 2046 $750
 Repay commercial paper issued by PHI and for general corporate purposes.
Generation 
Renewable Power Generation Nonrecourse Debt(a)
 4.11% March 31, 2035 $150
 Paydown long-term debt obligations at Sacramento PV Energy and Constellation Solar Horizons and for general corporate purposes.
Generation 
Albany Green Energy Project Financing(b)
 LIBOR + 1.25%
 November 17, 2017 $98
 Albany Green Energy biomass generation development.
Generation 
Energy Efficiency Project Financing(b)
 3.17% December 31, 2017 $16
 Funding to install energy conservation measures in Brooklyn, NY.
Generation 
Energy Efficiency Project Financing(b)
 3.90% January 31, 2018 $19
 Funding to install energy conservation measures for the Naval Station Great Lakes project.
Generation 
Energy Efficiency Project Financing(b)
 3.52% April 30, 2018 $14
 Funding to install energy conservation measures for the Smithsonian Zoo project.
Generation 
SolGen Nonrecourse Debt(a)
 3.93% September 30, 2036 $150
 General corporate purposes.
Generation 
Energy Efficiency Project Financing(b)
 3.46% October 1, 2018 $36
 Funding to install energy conservation measures or the Marine Corps Logistics Base project.
Generation 
Energy Efficiency Project Financing(b)
 2.61% September 30, 2018 $4
 Funding to install energy conservation measures for the Pensacola project.
ComEd First Mortgage Bonds, Series 120 2.55% June 15, 2026 $500
 Refinance maturing mortgage bonds, repay a portion of ComEd's outstanding commercial paper obligations and for general corporate purposes.
ComEd First Mortgage Bonds, Series 121 3.65% June 15, 2046 $700
 Refinance maturing mortgage bonds, repay a portion of ComEd's outstanding commercial paper obligations and for general corporate purposes.
PECO First Mortgage Bonds 1.70% September 15, 2021 $300
 Refinance maturing mortgage bonds.
BGE Notes 2.40% August 15, 2026 $350
 Redeem the $190M of outstanding preference shares and for general corporate purposes.

BGE Notes 3.50% August 15, 2046 500 Redeem the $190M of outstanding preference shares and for general corporate purposes.
Pepco 
Energy Efficiency Project Financing(b)
 3.30% December 15, 2017 4 Funding to install energy conservation measures for the DOE Germantown project.
DPL First Mortgage Bonds 4.15% May 15, 2045 175 Refinance maturing mortgage bonds, repay commercial paper and for general corporate purposes.
__________
(a)See Note 13 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information of nonrecourse debt.
(b)For Energy Efficiency Project Financing, the maturity dates represent the expected date of project completion, upon which the respective customer assumes the outstanding debt.
During 2018,2019, the following long-term debt was retired and/or redeemed:
Company(a) Type Interest Rate Maturity Amount Type Interest Rate Maturity Amount
Exelon Corporate Long-Term Software License Agreement 3.95% May 1, 2024 $6
Exelon Long-Term Software License Agreement 3.95% May 1, 2024 $18
Generation 
Antelope Valley DOE Nonrecourse Debt(b)
 2.33% - 3.56% January 5, 2037 $23
Generation Kennett Square Capital Lease 7.83% September 20, 2020 $5
Generation 
Continental Wind Nonrecourse Debt(b)
 6.00% February 28, 2033 $32
Generation Pollution control notes 2.50% March 1, 2019 $23
Generation 
Renewable Power Generation Nonrecourse Debt(b)
 4.11% March 31, 2035 $10
Generation Naval Station Great Lakes Project Financing 3.90% June 30, 2018 $41
 Energy Efficiency Project Financing 3.46% April 30, 2019 $39
Generation Smithsonian Zoo Project Financing 3.72% March 31, 2019 $1
 
ExGen Renewables IV Nonrecourse debt(b)
 3mL +3% November 30, 2024 $38
Generation Pensacola Project Financing 2.61% September 30, 2018 $21
 Hannie Mae, LLC Defense Financing 4.12% November 30, 2019 $1
Generation Fort Detrick Project Financing 3.55% June 30, 2019 $19
 Energy Efficiency Project Financing 3.72% July 31, 2019 $25
Generation 
Holyoke Nonrecourse Debt(a)
 5.25% December 31, 2031 $1
 NUKEM 3.15% September 30, 2020 $36
Generation 
SolGen Nonrecourse Debt(a)
 3.93% September 30, 2036 $10
 
SolGen Nonrecourse Debt(b)
 3.93% September 30, 2036 $6
Generation 
Antelope Valley DOE Nonrecourse Debt(a)
 2.29% - 3.56% January 5, 2037 $22
 Energy Efficiency Project Financing 4.17% October 31, 2019 $1
Generation 
Continental Wind Nonrecourse Debt(a)
 6.00% February 28, 2033 $33
 Energy Efficiency Project Financing 3.53% March 31, 2020 $1
Generation 
Renewable Power Generation Nonrecourse Debt(a)
 4.11% March 31, 2035 $11
 Energy Efficiency Project Financing 4.26% September 30, 2019 $1
Generation Kennett Square Capital Lease 7.83% September 20, 2020 $4
 Senior Notes 5.20% October 1, 2019 $600
Generation ExGen Renewables IV Nonrecourse Debt 3mL+300 bps November 30, 2024 $16
 Dominion Federal Corp 3.17% October 31, 2019 $18
Generation NUKEM 3.15% - 3.35% 2018 - 2020 $43
 Fort Detrick Project Financing 3.55% October 31, 2019 $1
ComEd First Mortgage Bonds 5.80% March 15, 2018 $700
 First Mortgage Bonds 2.15% January 15, 2019 $300
ComEd Notes 6.95% July 15, 2018 $140
PECO First Mortgage Bonds 5.35% March 1, 2018 $500
Pepco Secured Tax-Exempt Bonds 6.20% - 7.49% 2021 - 2022 $110
DPL Medium Term Notes, Unsecured 6.81% January 9, 2018 $4
 Medium Term Notes, Unsecured 7.61% December 2, 2019 $12
Pepco Notes 3.30% August 31, 2018 $5
Pepco Third Party Financing 7.28-7.99% 2021 - 2023 $1
ACE First Mortgage Bonds 7.75% November 15, 2018 $250
 Transition Bonds 5.55% October 20, 2023 $18
ACE Transition Bonds 5.05% - 5.55% 2020 - 2023 $31
__________
(a)On January 15, 2020, Generation redeemed $1 billion of 2.95% Senior Notes at maturity.
(b)See Note 1316 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information of nonrecourse debt.


During 2018, the following long-term debt was retired and/or redeemed:
Company Type Interest Rate Maturity Amount
Exelon Corporate Long-Term Software License Agreement 3.95% May 1, 2024 $6
Generation Naval Station Great Lakes Project Financing 3.90% June 30, 2018 $41
Generation Smithsonian Zoo Project Financing 3.72% March 31, 2019 $1
Generation Pensacola Project Financing 2.61% September 30, 2018 $21
Generation Fort Detrick Project Financing 3.55% June 30, 2019 $19
Generation 
Holyoke Nonrecourse Debt(a)
 5.25% December 31, 2031 $1
Generation 
SolGen Nonrecourse Debt(a)
 3.93% September 30, 2036 $10
Generation 
Antelope Valley DOE Nonrecourse Debt(a)
 2.29% - 3.56% January 5, 2037 $22
Generation 
Continental Wind Nonrecourse Debt(a)
 6.00% February 28, 2033 $33
Generation 
Renewable Power Generation Nonrecourse Debt(a)
 4.11% March 31, 2035 $11
Generation Kennett Square Capital Lease 7.83% September 20, 2020 $4
Generation 
ExGen Renewables IV Nonrecourse Debt(a)
 3mL+300 bps November 30, 2024 $16
Generation NUKEM 3.15% - 3.35% 2018 - 2020 $43
ComEd First Mortgage Bonds 5.80% March 15, 2018 $700
ComEd Notes 6.95% July 15, 2018 $140
PECO First Mortgage Bonds 5.35% March 1, 2018 $500
DPL Medium Term Notes, Unsecured 6.81% January 9, 2018 $4
Pepco Notes 3.30% August 31, 2018 $5
Pepco Third Party Financing 7.28-7.99% 2021 - 2023 $1
ACE First Mortgage Bonds 7.75% November 15, 2018 $250
ACE Transition Bonds 5.05% - 5.55% 2020 - 2023 $31
__________
(a)See Note 16 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information of nonrecourse debt.



During 2017, the following long-term debt was retired and/or redeemed:
Company Type Interest Rate Maturity Amount Type Interest Rate Maturity Amount
Exelon Corporate Long-Term Software License Agreement 3.95% May 1, 2024 $24
 Long-Term Software License Agreement 3.95% May 1, 2024 $24
Exelon Corporate Senior Notes 1.55% June 9, 2017 $550
 Senior Notes 1.55% June 9, 2017 $550
Generation Senior Notes - Exelon Wind 2.00% July 31, 2017 $1
 Senior Notes - Exelon Wind 2.00% July 31, 2017 $1
Generation 
CEU Upstream Nonrecourse Debt(a)
 LIBOR + 2.25% January 14, 2019 $6
 
CEU Upstream Nonrecourse Debt(a)
 LIBOR + 2.25% January 14, 2019 $6
Generation 
SolGen Nonrecourse Debt(a)
 3.93% September 30, 2036 $2
 
SolGen Nonrecourse Debt(a)
 3.93% September 30, 2036 $2
Generation 
Antelope Valley DOE Nonrecourse Debt(a)
 2.29% - 3.56% January 5, 2037 $22
 
Antelope Valley DOE Nonrecourse Debt(a)
 2.29% - 3.56% January 5, 2037 $22
Generation Kennett Square Capital Lease 7.83% September 20, 2020 $2
 Kennett Square Capital Lease 7.83% September 20, 2020 $2
Generation 
Continental Wind Nonrecourse Debt(a) 
 6.00% February 28, 2033 $31
 
Continental Wind Nonrecourse Debt(a)
 6.00% February 28, 2033 $31
Generation PES - PGOV Notes Payable 6.70-7.60% 2017 - 2018 $1
 PES - PGOV Notes Payable 6.70-7.60% 2017 - 2018 $1
Generation 
ExGen Texas Power Nonrecourse Debt(a)(b)
 LIBOR + 4.75% September 18, 2021 $665
 
ExGen Texas Power Nonrecourse Debt (a)(b)
 LIBOR + 4.75% September 18, 2021 $665
Generation 
Renewable Power Generation Nonrecourse Debt(a)
 4.11% March 31, 2035 $14
 
Renewable Power Generation Nonrecourse Debt(a)
 4.11% March 31, 2035 $14
Generation NUKEM 3.25% - 3.35% June 30, 2018 $23
 NUKEM 3.25% - 3.35% June 30, 2018 $23
Generation ExGen Renewables I, Nonrecourse Debt LIBOR + 4.25% February 6, 2021 $233
 
ExGen Renewables I, Nonrecourse Debt(a)
 LIBOR + 4.25% February 6, 2021 $233
Generation Senior Notes 6.20% October 1, 2017 $700
 Senior Notes 6.20% October 1, 2017 $700
Generation Albany Green Energy Project Financing LIBOR + 1.25% November 17, 2017 $212
 Albany Green Energy Project Financing LIBOR + 1.25% November 17, 2017 $212
ComEd First Mortgage Bonds 6.15% September 15, 2017 $425
 First Mortgage Bonds 6.15% September 15, 2017 $425
BGE Rate Stabilization Bonds 5.82% April 1, 2017 $41
 Rate Stabilization Bonds 5.82% April 1, 2017 $41
BGE Capital Trust Preferred Securities 6.20% October 15, 2043 $258
 Capital Trust Preferred Securities 6.20% October 15, 2043 $258
PHI Senior Notes 6.13% June 1, 2017 $81
 Senior Notes 6.13% June 1, 2017 $81
DPL Medium Term Notes, Unsecured 7.56% - 7.58% February 1, 2017 $14
 Medium Term Notes, Unsecured 7.56% - 7.58% February 1, 2017 $14
DPL Variable Rate Demand Bonds Variable October 1, 2017 $26
 Variable Rate Demand Bonds Variable October 1, 2017 $26
Pepco Third Party Financing 6.97% - 7.99% 2018 - 2022 $1
 Third Party Financing 6.97% - 7.99% 2018 - 2022 $1
ACE Transition Bonds 5.05% - 5.55% 2020 - 2023 $35
 Transition Bonds 5.05% - 5.55% 2020 - 2023 $35
__________
(a)See Note 1316 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information of nonrecourse debt.
(b)As a result of the bankruptcy filing for EGTP on November 7, 2017, the nonrecourse debt was deconsolidated from Exelon's and Generation's consolidated financial statements. See Note 5 — Mergers, Acquisitions and Dispositions for additional information.

During 2016, the following long-term debt was retired and/or redeemed:
Company Type Interest Rate Maturity Amount
Exelon Corporate Long Term Software License Agreement 3.95% May 1, 2024 $8
Exelon Corporate Senior Notes 4.95% June 15, 2035 $1
Generation 
Antelope Valley DOE Nonrecourse Debt(a)
 2.29% - 3.56% January 5, 2037 $22
Generation Kennett Square Capital Lease 7.83% September 20, 2020 $4
Generation 
Continental Wind Nonrecourse Debt(a)
 6.00% February 28, 2033 $29
Generation 
CEU Upstream Nonrecourse Debt(a)
 LIBOR + 2.25% January 14, 2019 $46
Generation 
ExGen Texas Power Nonrecourse Debt(a)(b)
 5.00% September 18, 2021 $7
Generation Sacramento Solar Nonrecourse Debt LIBOR + 2.25% December 31, 2030 $33
Generation Clean Horizons Nonrecourse Debt LIBOR + 2.25% September 7, 2030 $32
Generation ExGen Renewables I, Nonrecourse Debt LIBOR + 4.25% February 6, 2021 $24
Generation PES - PGOV Notes Payable 6.70% - 7.46% 2017-2018 $1
Generation NUKEM 3.35% June 30, 2018 $12
Generation NUKEM 3.25% July 1, 2018 $10
Generation 
Renewable Power Generation Nonrecourse Debt(a)
 4.11% March 31, 2035 $9
Generation 
SolGen Nonrecourse Debt(a)
 3.93% September 30, 2036 $2
ComEd First Mortgage Bonds, Series 104 5.95% August 15, 2016 $415
ComEd First Mortgage Bonds, Series 111 1.95% August 1, 2016 $250
PECO First and Refunding Mortgage Bonds 1.20% October 15, 2016 $300
BGE Rate Stabilization Bonds 5.72% April 1, 2016 $1
BGE Rate Stabilization Bonds 5.82% April 1, 2017 $38
BGE Notes 5.90% October 1, 2016 $300
BGE Rate Stabilization Bonds 5.82% April 1, 2017 $40
PHI Senior Unsecured Notes 5.90% December 12, 2016 $190
DPL First Mortgage Bonds 5.22% December 30, 2016 $100
ACE Transition Bonds 5.05% October 20, 2020 $12
ACE Transition Bonds 5.55% October 20, 2023 $34
ACE First Mortgage Bonds 7.68% August 23, 2016 $2
__________
(a)See Note 13 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information of nonrecourse debt.
(b)As a result of the bankruptcy filing for EGTP on November 7, 2017, the nonrecourse debt was deconsolidated from Exelon's and Generation's consolidated financial statements. See Note 52 — Mergers, Acquisitions and Dispositions for additional information.
From time to time and as market conditions warrant, the Registrants may engage in long-term debt retirements via tender offers, open market repurchases or other viable options to reduce debt on their respective balance sheets.


Dividends
Cash dividend payments and distributions for the year ended December 31, 2018, 2017 and 2016 by Registrant were as follows:
 2018 2017 2016
Exelon$1,332
 $1,236
 $1,166
Generation1,001
 659
 922
ComEd459
 422
 369
PECO306
 288
 277
BGE(a)
209
 198
 187
Pepco169
 133
 136
DPL96
 112
 54
ACE59
 68
 63
 Successor  Predecessor
 2018 2017March 24, 2016 to December 31, 2016  January 1, 2016 to March 23, 2016
PHI$326
 $311
$273
  $
__________
(a)Includes dividends paid on BGE's preference stock during 2016.
Quarterly dividends declared by the Exelon Board of Directors during the year ended December 31, 20182019 and for the first quarter of 20192020 were as follows:
Period Declaration Date Shareholder of Record Date Dividend Payable Date 
Cash per Share(a)
First Quarter 2018 January 30, 2018 February 15, 2018 March 9, 2018 $0.3450
Second Quarter 2018 May 1, 2018 May 15, 2018 June 8, 2018 $0.3450
Third Quarter 2018 July 24, 2018 August 15, 2018 September 10, 2018 $0.3450
Fourth Quarter 2018 September 24, 2018 November 15, 2018 December 1, 2018 $0.3450
First Quarter 2019 February 5, 2019 February 20, 2019 March 8, 2019 $0.3625
Period Declaration Date Shareholder of Record Date Dividend Payable Date 
Cash per Share(a)
First Quarter 2019 February 5, 2019 February 20, 2019 March 8, 2019 $0.3625
Second Quarter 2019 April 30, 2019 May 15, 2019 June 10, 2019 $0.3625
Third Quarter 2019 July 30, 2019 August 15, 2019 September 10, 2019 $0.3625
Fourth Quarter 2019 November 1, 2019 November 15, 2019 December 10, 2019 $0.3625
First Quarter 2020 January 28, 2020 February 20, 2020 March 10, 2020 $0.3825
___________
(a)Exelon's Board of Directors approved an updated dividend policy providing an increase of 5% each year for the period covering 2018 through 2020, beginning with the March 2018 dividend.
Short-Term Borrowings
Short-term borrowings incurred (repaid) during 2018, 2017 and 2016 by Registrant were as follows:

2018
2017
2016
Exelon$(338) $(261)��$(353)
Generation
 (620) 620
ComEd
 
 (294)
BGE(42) 32
 (165)
Pepco14
 3
 (41)
DPL(216) 216
 (105)
ACE(94) 108
 (5)

 Successor   Predecessor
 20182017March 24, 2016 to December 31, 2016  January 1, 2016 to March 23, 2016
PHI$(296)$328
$(515)  $(121)

Retirement of Long-Term Debt to Financing Affiliates
On August 28, 2017, BGE redeemed all of the outstanding shares of BGE Capital Trust II 6.20% Preferred Securities.
Contributions from Parent/Member 
Contributions from Parent/Member (Exelon) during 2018, 2017 and 2016 by Registrant were as follows:

2018 2017 2016
Generation$155
 $102
 $142
ComEd(a)(b)
500
 672
 473
PECO(b)
89
 16
 18
BGE(b)
109
 184
 61
Pepco(c)
166
 161
 187
DPL(c)
150
 
 152
ACE(c)
67
 
 139

 Successor  Predecessor
 2018 2017March 24, 2016 to December 31, 2016  January 1, 2016 to March 23, 2016
PHI$385
 $758
$1,251
  $
__________
(a)Additional contributions from parent or external debt financing may be required as a result of increased capital investment in infrastructure improvements and modernization pursuant to EIMA, transmission upgrades and expansions and Exelon's agreement to indemnify ComEd for any unfavorable after-tax impacts associated with ComEd's LKE tax matter.
(b)Contribution paid by Exelon.
(c)Contribution paid by PHI.
Pursuant to the orders approving the PHI merger, Exelon made equity contributions of $73 million, $46 million and $49 million to Pepco, DPL and ACE, respectively, in the second quarter of 2016 to fund the after-tax amount of the customer bill credit and the customer base rate credit.
Redemptions of Preference Stock. BGE had $190 million of cumulative preference stock that was redeemable at its option at any time after October 1, 2015 for the redemption price of $100 per share, plus accrued and unpaid dividends. On July 3, 2016, BGE redeemed all 400,000 shares of its outstanding 7.125% Cumulative Preference Stock, 1993 Series and all 600,000 shares of its outstanding 6.990% Cumulative Preference Stock, 1995 Series for $100 million, plus accrued and unpaid dividends. On September 18, 2016, BGE redeemed the remaining 500,000 shares of its outstanding 6.970% Cumulative Preference Stock, 1993 Series and the remaining 400,000 shares of its outstanding 6.700% Cumulative Preference Stock, 1993 Series for $90 million, plus accrued and unpaid dividends. As of December 31, 2018, BGE no longer has any preferred stock outstanding.
Other
For the year ended December 31, 2018,2019, other financing activities primarily consists of debt issuance costs. See Note 1316 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements’ for additional information.

Credit Matters
Market Conditions
The Registrants fund liquidity needs for capital investment, working capital, energy hedging and other financial commitments through cash flows from continuing operations, public debt offerings, commercial paper markets and large, diversified credit facilities. The credit facilities include $9.7$10.6 billion (including bilateral credit facilities and credit facilities for project finance) in aggregate total commitments of which $8.0$7.4 billion was available to support additional commercial paper as of December 31, 2018,2019, and of which no financial institution has more than 7% of the aggregate commitments for the Registrants. The Registrants had access to the commercial paper market during 20182019 to fund their short-term liquidity needs, when necessary. The Registrants routinely review the sufficiency of their liquidity position, including appropriate sizing of credit facility commitments, by performing various stress test scenarios, such as commodity price movements, increases in margin-related transactions, changes in hedging levels and the impacts of hypothetical credit downgrades. The Registrants have continued to closely monitor events in the financial markets and the financial institutions associated with the credit facilities, including monitoring credit ratings and outlooks, credit default swap levels, capital raising and merger activity. See PART I. ITEM 1A. RISK FACTORS for additional information regarding the effects of uncertainty in the capital and credit markets.
The Registrants believe their cash flow from operating activities, access to credit markets and their credit facilities provide sufficient liquidity. If Generation lost its investment grade credit rating as of December 31, 2018,2019, it would have been required to provide incremental collateral of $2.1$1.5 billion to meet collateral obligations for derivatives, non-derivatives, normal purchases and normal sales contracts and applicable payables and receivables, net of the contractual right of offset under master netting agreements, which is well within the $4.1$4.2 billion of available credit capacity of its revolver.


The following table presents the incremental collateral that each Utility Registrant would have been required to provide in the event each Utility Registrant lost its investment grade credit rating at December 31, 20182019 and available credit facility capacity prior to any incremental collateral at December 31, 2018:2019:
PJM Credit Policy Collateral 
Other Incremental Collateral Required(a)
 Available Credit Facility Capacity Prior to Any Incremental CollateralPJM Credit Policy Collateral 
Other Incremental Collateral Required(a)
 Available Credit Facility Capacity Prior to Any Incremental Collateral
ComEd$9
 $
 $998
$11
 $
 $868
PECO
 39
 600

 44
 600
BGE12
 69
 599
11
 50
 524
Pepco11
 
 292
11
 
 218
DPL5
 11
 299
4
 11
 244
ACE
 
 300

 
 230
__________
(a)Represents incremental collateral related to natural gas procurement contracts.
Exelon Credit Facilities
Exelon Corporate, ComEd BGE, Pepco, DPL and ACEBGE meet their short-term liquidity requirements primarily through the issuance of commercial paper. Generation and PECO meet their short-term liquidity requirements primarily through the issuance of commercial paper and borrowings from the Exelon intercompany money pool. Pepco, DPL, and ACE meet their short-term liquidity requirements primarily through the issuance of commercial paper and borrowings from the PHI intercompany money pool. PHI Corporate meets its short-term liquidity requirements primarily through the issuance of short-term notes and the Exelon intercompany money pool. The Registrants may use their respective credit facilities for general corporate purposes, including meeting short-term funding requirements and the issuance of letters of credit.
See Note 1316 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information of the Registrants’ credit facilities and short term borrowing activity.

Other Credit Matters
Capital Structure. At December 31, 2018,2019, the capital structures of the Registrants consisted of the following:

Exelon
Generation
ComEd
PECO
BGE PHI Pepco DPL ACEExelon
Generation
ComEd
PECO
BGE PHI Pepco DPL ACE
Long-term debt51% 32% 44% 44% 46% 40% 49% 50% 48%50% 31% 44% 44% 47% 40% 49% 49% 50%
Long-term debt to affiliates(a)
1% 4% 1% 3% % % % % %1% 4% % 2% % % % % %
Common equity47% % 55% 53% 53% 
 50% 50% 46%47% % 55% 54% 52% 
 50% 49% 47%
Member’s equity% 64% % % % 59% 
 
 
% 64% % % % 59% 
 
 
Commercial paper and notes payable1% % 
 % 1% 1% 1% % 6%2% 1% 1
 % 1% 1% 1% 2% 3%
__________ 
(a)Includes approximately $390 million, $205 million and $184 million owed to unconsolidated affiliates of Exelon, ComEd, and PECO respectively. These special purpose entities were created for the sole purposes of issuing mandatorily redeemable trust preferred securities of ComEd and PECO. See Note 222 — Variable Interest Entities of the Combined Notes to Consolidated Financial Statements for additional information regarding the authoritative guidance for VIEs.
Security Ratings
The Registrants’ access to the capital markets, including the commercial paper market, and their respective financing costs in those markets, may depend on the securities ratings of the entity that is accessing the capital markets.
The Registrants’ borrowings are not subject to default or prepayment as a result of a downgrading of securities, although such a downgrading of a Registrant’s securities could increase fees and interest charges under that Registrant’s credit agreements.


As part of the normal course of business, the Registrants enter into contracts that contain express provisions or otherwise permit the Registrants and their counterparties to demand adequate assurance of future performance when there are reasonable grounds for doing so. In accordance with the contracts and applicable contracts law, if the Registrants are downgraded by a credit rating agency, it is possible that a counterparty would attempt to rely on such a downgrade as a basis for making a demand for adequate assurance of future performance, which could include the posting of collateral. See Note 1215 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information on collateral provisions.

Intercompany Money Pool
To provide an additional short-term borrowing option that will generally be more favorable to the borrowing participants than the cost of external financing, both Exelon and PHI operate an intercompany money pool. Maximum amounts contributed to and borrowed from the money pool by participant and the net contribution or borrowing as of December 31, 2018,2019, are presented in the following tables:
Exelon Intercompany Money PoolFor the Year Ended December 31, 2018 As of
December 31, 2018
For the Year Ended December 31, 2019 As of
December 31, 2019
Contributed (borrowed)
Maximum
Contributed
 
Maximum
Borrowed
 Contributed (Borrowed)
Maximum
Contributed
 
Maximum
Borrowed
 Contributed (Borrowed)
Exelon Corporate$674
 $
 $216
$467
 $
 $121
Generation227
 (389) (100)212
 (235) 
PECO285
 (420) 
164
 (85) 68
BSC
 (403) (173)18
 (383) (232)
PHI Corporate
 (35) 

 (12) (12)
PCI57
 (1) 57
60
 
 55
PHI Intercompany Money PoolFor the Year Ended December 31, 2018 As of
December 31, 2018
For the Year Ended December 31, 2019 As of
December 31, 2019
Contributed (borrowed)
Maximum
Contributed
 
Maximum
Borrowed
 Contributed (Borrowed)
Maximum
Contributed
 
Maximum
Borrowed
 Contributed (Borrowed)
PHI Corporate$1
 $
 $1
PHISCO34
 
 3
Pepco$63
 $
 $
DPL3
 (45) 
ACE
 (29) 
Investments in NDT Funds. Exelon, Generation and CENG maintain trust funds, as required by the NRC, to fund certain costs of decommissioning nuclear plants. The mix of securities in the trust funds is designed to provide returns to be used to fund decommissioning and to offset inflationary increases in decommissioning costs. Generation actively monitors the investment performance of the trust funds and periodically reviews asset allocations in accordance with Generation’s NDT fund investment policy. Generation’s and CENG's investment policies establish limits on the concentration of holdings in any one company and also in any one industry. See Note 15 — Asset Retirement Obligations of the Combined Notes to Consolidated Financial Statements for additional information regarding the trust funds, the NRC’s minimum funding requirements and related liquidity ramifications.

Shelf Registration Statements. Exelon, Generation, ComEd, PECO, BGE, Pepco, DPL and ACE have a currently effective combined shelf registration statement unlimited in amount, filed with the SEC, that will expire in August 2019.2022. The ability of each Registrant to sell securities off the shelf registration statement or to access the private placement markets will depend on a number of factors at the time of the proposed sale, including other required regulatory approvals, as applicable, the current financial condition of the Registrant, its securities ratings and market conditions.
Regulatory Authorizations. ComEd, PECO, BGE, Pepco, DPL and ACE are required to obtain short-term and long-term financing authority from Federal and State Commissions as follows:
 
Short-term Financing Authority(a)
 
Long-term Financing Authority(a)
 
Short-term Financing Authority(a)(b)
 
Long-term Financing Authority(a)
Commission Expiration Date AmountCommission Expiration Date 
Amount (c)
Commission Expiration Date AmountCommission Expiration Date 
Amount (c)
ComEd(b)(c)
 FERC December 31, 2019 $2,500
 ICC 2019 & 2021 $1,533
 FERC December 31, 2021 $2,500
 ICC 2021 & 2023 $1,893
PECO FERC December 31, 2019 1,500
 PAPUC December 31, 2021 1,900
 FERC December 31, 2021 1,500
 PAPUC December 31, 2021 1,575
BGE FERC December 31, 2019 700
 MDPSC N/A 400
 FERC December 31, 2021 700
 MDPSC N/A 
Pepco FERC December 31, 2019 500
 MDPSC / DCPSC December 31, 2020 400
 FERC December 31, 2021 500
 MDPSC / DCPSC December 31, 2022 1,200
DPL FERC December 31, 2019 500
 MDPSC / DPSC December 31, 2020 150
 FERC December 31, 2021 500
 MDPSC / DPSC December 31, 2022 475
ACE NJBPU December 31, 2019 350
 NJBPU December 31, 2019 
 NJBPU December 31, 2021 350
 NJBPU December 31, 2020 200
__________
(a)Generation currently has blanket financing authority it received from FERC in connection with its market-based rate authority.

(b)On October 15, 2019, ComEd, BGE, Pepco and DPL filed applications with FERC and on September 12, 2019, ACE filed an application with NJBPU for renewal of their short-term financing authority through December 31, 2021. ComEd, BGE, Pepco and DPL received approval on December 13, 2019 and ACE received approval on December 6, 2019.
(c)
As of December 31, 2019, ComEd had $440$393 million available in new money long-term debt refinancingfinancing authority and $1,093 millionfrom the ICC with an expiration date of August 1, 2021. On January 22, 2020, ComEd had an additional $1.5 billion available in new money long-term debt financing authority from the ICC aswith an effective date of December 31, 2018February 1, 2020 and has an expiration date of JuneFebruary 1, 2019 and August 1, 2021, respectively.
(c)ACE is currently in the process of requesting its long-term debt financing authority.2023.
Exelon’s ability to pay dividends on its common stock depends on the receipt of dividends paid by its operating subsidiaries. The payments of dividends to Exelon by its subsidiaries in turn depend on their results of operations and cash flows and other items affecting retained earnings.
ComEd is subject to restrictions in the event that (1) it exercises its right to extend the interest payment periods on the subordinated debt securities issued to ComEd Financing III; (2) it defaults on its guarantee of the payment of distributions on the preferred trust securities of ComEd Financing III; or (3) an event of default occurs under the Indenture under which the subordinated debt securities are issued.
PECO is subject to restrictions in the event that (1) it exercises its right to extend the interest payment periods on the subordinated debentures which were issued to PEC L.P. or PECO Trust IV; (2) it defaults on its guarantee of the payment of distributions on the Series D Preferred Securities of PEC L.P. or the preferred trust securities of PECO Trust IV; or (3) an event of default occurs under the Indenture under which the subordinated debentures are issued.
BGE is subject to restrictions established by the MDPSC that prohibit BGE from paying a dividend on its common shares if (a) after the dividend payment, BGE’s equity ratio would be below 48% as calculated pursuant to the MDPSC’s ratemaking precedents or (b) BGE’s senior unsecured credit rating is rated by two of the three major credit rating agencies below investment grade.
Pepco, DPL and ACE are subject to certain dividend restrictions established by settlements approved in the District of Columbia, Maryland, Delaware, and New Jersey. Pepco, DPL and ACE are prohibited from paying a dividend on their common shares if (a) after the dividend payment, Pepco's, DPL's or ACE's equity ratio would be below 48% as equity levels are calculated under the ratemaking precedents of the DCPSC, MDPSC, DPSC, and NJBPU or (b) Pepco's, DPL's or ACE's senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. ACE is also subject to a dividend restriction which requires ACE to obtain the prior approval of the NJBPU before dividends can be paid if its equity as a percent of its total capitalization, excluding securitization debt, falls below 30%.
At December 31, 2018, Exelon had retained earnings of $14,766 million, including Generation’s undistributed earnings of $3,724 million, ComEd’s retained earnings of $1,337 million consisting of retained earnings appropriated for future dividends of $2,976 million partially offset by $1,639 million of unappropriated retained deficit, PECO’s retained earnings of $1,242 million, BGE’s retained earnings $1,640 million, and PHI's undistributed earnings of $62 million. See Note 22 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information regarding fund transfer restrictions.


Contractual Obligations and Off-Balance Sheet Arrangements
The following tables summarize the Registrants’ future estimated cash payments as of December 31, 20182019 under existing contractual obligations, including payments due by period. See Note 22 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information regarding the Registrants’ commercial and other commitments, representing commitments potentially triggered by future events.
Exelon
   Payment due within  
 Total 2019
2020 -
2021

2022 -
2023

Due 2024
and beyond
Long-term debt(a)
$35,265
 $1,328
 $5,033
 $3,933
 $24,971
Interest payments on long-term debt(b)
22,840
 1,446
 2,689
 2,372
 16,333
Capital leases36
 21
 6
 1
 8
Operating leases(c)(d)
1,378
 140
 292
 223
 723
Purchase power obligations(e)
1,121
 365
 484
 98
 174
Fuel purchase agreements(f)
5,984
 1,235
 2,078
 1,269
 1,402
Electric supply procurement(f)
2,836
 1,828
 1,008
 
 
AEC purchase commitments(f)
2
 1
 1
 
 
Curtailment services commitments(f)
129
 29
 74
 26
 
Long-term renewable energy and REC commitments(g)
1,838
 137
 265
 274
 1,162
Other purchase obligations(h)
6,626
 4,676
 1,323
 247
 380
DC PLUG obligation(i)
160
 30
 60
 60
 10
Construction commitments(j)
21
 21
 
 
 
PJM regional transmission expansion commitments(k)
396
 141
 237
 18
 
SNF obligation(l)
1,171
 
 
 
 1,171
ZEC commitments(m)
1,404
 168
 337
 332
 567
Pension contributions(n)
2,276
 301
 616
 752
 607
Total contractual obligations$83,483
 $11,867

$14,503

$9,605

$47,508
   Payment due within
 Total 2020
2021 -
2022

2023 -
2024

2025
and beyond
Long-term debt(a)
$35,910
 $4,704
 $4,594
 $2,442
 $24,170
Interest payments on long-term debt(b)
22,608
 1,356
 2,586
 2,357
 16,309
Finance leases40
 6
 11
 9
 14
Operating leases(c)
1,361
 144
 267
 197
 753
Purchase power obligations(d)
1,201
 312
 672
 198
 19
Fuel purchase agreements(e)
6,217
 1,209
 1,852
 1,380
 1,776
Electric supply procurement2,049
 1,310
 731
 8
 
Long-term renewable energy and REC commitments2,284
 254
 534
 448
 1,048
Other purchase obligations(f)
8,308
 6,189
 1,139
 274
 706
DC PLUG obligation130
 30
 60
 40
 
SNF obligation1,199
 
 
 
 1,199
ZEC commitments1,313
 164
 328
 328
 493
Pension contributions(g)
3,030
 505
 1,010
 1,010
 505
Total contractual obligations$85,650
 $16,183

$13,784

$8,691

$46,992
__________
(a)Includes $390 million due after 2024 toamounts from ComEd and PECO financing trusts.
(b)Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 20182019 and do not reflect anticipated future refinancing, early redemptions or debt issuances. Variable rate interest obligations are estimated based on rates as of December 31, 2018.2019. Includes estimated interest payments due to ComEd and PECO financing trusts.
(c)Includes amounts related to shared use land arrangements.Capacity payments associated with contracted generation lease agreements are net of sublease and capacity offsets of $143 million, $98 million, $55 million, $44 million, $44 million and $223 million for 2020, 2021, 2022, 2023, 2024 and thereafter, respectively and $607 million in total.
(d)Excludes Generation's contingent operating leasePurchase power obligations primarily include expected payments for REC purchases and payments associated with contracted generation agreements. These amounts are included within purchase power obligations.
(e)Purchase power obligations include contingent operating lease payments associated with contracted generation agreements. Amounts presented represent Generation’s expected payments under these arrangements at December 31, 2018. Expected payments include certain fixed capacity chargesagreements, which may be reduced based on plant availability. Expected payments exclude payments on renewable PPAgeneration contracts that are contingent in nature. Contained within Purchase power obligations are Net Capacity Purchases of $126 million, $56 million, $35 million, $26 million, $20 million and $155 million for 2019, 2020, 2021, 2022, 2023 and thereafter, respectively.
(f)(e)Represents commitments to purchase nuclear fuel, natural gas and related transportation, storage capacity and services, procure electric supply, and purchase AECs and curtailment services.
(g)Primarily related to ComEd 20-year contracts for renewable energy and RECs beginning in June 2012. ComEd is permitted to recover its renewable energy and REC costs from retail customers with no mark-up. The commitments represent the earliest and maximum settlements with suppliers for renewable energy and RECs under the existing contract terms.
(h)Represents the future estimated value at December 31, 2018 of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between the Registrants and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.

(i)Related to DC PLUG project costs for assets funded by the District of Columbia for which the District of Columbia has assessed a charge on Pepco. Pepco will recover this charge from customers through a volumetric distribution rider. See Note 4 — Regulatory Matters of Combined Notes to Consolidated Financial Statements for additional information.
(j)Represents commitments for Generation's ongoing investments in new natural gas generation construction.  As of December 31, 2018, the commitments relate to the construction of a new dual fuel, natural peaking facility in Massachusetts.  Achievement of commercial operation related to this project is expected in 2019.
(k)Under their operating agreements with PJM, ComEd, PECO, BGE, DPL and ACE are committed to the construction of transmission facilities to maintain system reliability. These amounts represent ComEd, PECO, BGE, DPL and ACE’s expected portion of the costs to pay for the completion of the required construction projects.
(l)See Note 22 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information regarding SNF obligations.
(m)Annual ZEC commitment amounts will be published by the IPA each May prior to the start of the subsequent planning year. Amounts presented in the table represent management's estimate of ComEd's obligation based on forward energy prices and load forecasts. ComEd is permitted to recover its ZEC costs from retail customers with no mark-up.
(n)These amounts represent Exelon’s expected contributions to its qualified pension plans. The projected contributions reflect a funding strategy of contributing the greater of $300 million until all the qualified plans are fully funded on an ABO basis, and the minimum amounts under ERISA to avoid benefit restrictions and at-risk status. This level funding strategy helps minimize volatility of future period required pension contributions. These amounts represent estimates that are based on assumptions that are subject to change. Qualified pension contributions for years after 2024 are not included. See Note 16 — Retirement Benefits of the Combined Notes to Consolidated Financial Statements for additional information regarding estimated future pension benefit payments.
Generation 
   Payment due within  
 Total 2019 
2020 -
202
1
 
2022 -
202
3
 Due 2024
and beyond
Long-term debt$8,745
 $899
 $2,103
 $1,023
 $4,720
Interest payments on long-term debt(a)
4,333
 354
 592
 483
 2,904
Capital leases14
 7
 6
 1
 
Operating leases(b)(c)
763
 33
 92
 93
 545
Purchase power obligations(d)
1,121
 365
 484
 98
 174
Fuel purchase agreements(e)
4,931
 1,013
 1,759
 1,078
 1,081
Other purchase obligations(f)
1,742
 1,114
 224
 98
 306
Construction commitments(g)
21
 21
 
 
 
SNF obligation(h)
1,171
 
 
 
 1,171
Total contractual obligations$22,841
 $3,806

$5,260

$2,874

$10,901
__________
(a)Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 2018 and do not reflect anticipated future refinancing, early redemptions or debt issuances. Variable rate interest obligations are estimated based on rates as of December 31, 2018.
(b)Includes amounts related to shared use land arrangements.
(c)Excludes Generation's contingent operating lease payments associated with contracted generation agreements. These amounts are included within purchase power obligations.
(d)Purchase power obligations include contingent operating lease payments associated with contracted generation agreements. Amounts represent Generation’s expected payments under these arrangements at December 31, 2018. Expected payments include certain fixed capacity charges which may be reduced based on plant availability. Expected payments exclude renewable PPA contracts that are contingent in nature. Contained within Purchase power obligations are Net Capacity Purchases of $126 million, $56 million, $35 million, $26 million, $20 million and $155 million for 2019, 2020, 2021, 2022, 2023 and thereafter, respectively.
(e)Primarily represents commitments to purchase fuel supplies for nuclear and fossil generation, including those related to CENG.
(f)Represents the future estimated value at December 31, 20182019 of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between the Registrants and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.
(g)Represents commitmentsThese amounts represent Exelon’s expected contributions to its qualified pension plans. Qualified pension contributions for Generation's ongoing investments in new natural gas generation construction.  As of December 31, 2018, the commitments relate to the construction of a new dual fuel, natural peaking facility in Massachusetts.  Achievement of commercial operation related to this project is expected in 2019.years after 2025 are not included.
Generation 

(h)See Note 22 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information regarding SNF obligations.
ComEd
  Payment due within    Payment due within
Total 2019 
2020 -
202
1
 
2022 -
202
3
 Due 2024
and beyond
Total 2020 
2021 -
202
2
 
2023 -
202
4
 2025
and beyond
Long-term debt(a)
$8,385
 $300
 $850
 $
 $7,235
$7,938
 $3,180
 $1,024
 $792
 $2,942
Interest payments on long-term debt(b)(a)
6,512
 339
 646
 614
 4,913
3,575
 253
 480
 424
 2,418
Capital leases8
 
 
 
 8
Finance leases5
 2
 2
 1
 
Operating leases(c)(b)
23
 7
 9
 7
 
809
 60
 122
 109
 518
Electric supply procurement650
 419
 231
 
 
Long-term renewable energy and REC commitments(d)
1,497
 106
 203
 212
 976
Purchase power obligations(c)
1,201
 312
 672
 198
 19
Fuel purchase agreements(d)
5,056
 999
 1,536
 1,189
 1,332
Other purchase obligations(e)
1,109
 1,050
 55
 2
 2
2,536
 1,516
 230
 126
 664
PJM regional transmission expansion commitments(f)
176
 40
 136
 
 
ZEC commitments(g)
1,404
 168
 337
 332
 567
SNF obligation1,199
 
 
 
 1,199
Total contractual obligations$19,764
 $2,429

$2,467

$1,167

$13,701
$22,319
 $6,322

$4,066

$2,839

$9,092
__________
(a)Includes $206 million due after 2024 to a ComEd financing trust.
(b)Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 20182019 and do not reflect anticipated future refinancing, early redemptions or debt issuances. Variable rate interest obligations are estimated based on rates as of December 31, 2018. Includes estimated interest2019.
(b)Capacity payments due to the ComEd financing trust.associated with contracted generation lease agreements are net of sublease and capacity offsets of $143 million, $98 million, $55 million, $44 million, $44 million and $223 million for 2020, 2021, 2022, 2023, 2024 and thereafter, respectively and $607 million in total.
(c)Includes amounts related to shared use land arrangements.Purchase power obligations primarily include expected payments for REC purchases and capacity payments associated with contracted generation agreements, which may be reduced based on plant availability. Expected payments exclude payments on renewable generation contracts that are contingent in nature.
(d)Primarily represents commitments to purchase fuel supplies for nuclear and fossil generation, including those related to ComEd 20-year contracts for renewable energy and RECs beginning in June 2012. ComEd is permitted to recover its renewable energy and REC costs from retail customers with no mark-up. The commitments represent the maximum and earliest settlements with suppliers for renewable energy and RECs under the existing contract terms.CENG.
(e)Represents the future estimated value at December 31, 20182019 of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between the RegistrantsGeneration and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.
(f)Under its operating agreement with PJM,
ComEd is committed to the construction of transmission facilities to maintain system reliability. These amounts represent ComEd’s expected portion of the costs to pay for the completion of the required construction projects.
(g)Annual ZEC commitment amounts will be published by the IPA each May prior to the start of the subsequent planning year. Amounts presented in the table represent management's estimate of ComEd's obligation based on forward energy prices and load forecasts. ComEd is permitted to recover its ZEC costs from retail customers with no mark-up.

PECO
  Payment due within    Payment due within
Total 2019 
2020 -
202
1
 
2022 -
202
3
 Due 2024
and beyond
Total 2020 
2021 -
202
2
 
2023 -
202
4
 2025
and beyond
Long-term debt(a)
$3,309
 $
 $300
 $400
 $2,609
$8,783
 $500
 $350
 $250
 $7,683
Interest payments on long-term debt(b)
2,562
 131
 261
 242
 1,928
6,918
 345
 674
 665
 5,234
Operating leases(c)(d)
25
 5
 10
 10
 
Fuel purchase agreements(e)
335
 116
 151
 33
 35
Finance leases8
 
 
 
 8
Operating leases12
 3
 6
 2
 1
Electric supply procurement(e)
530
 453
 77
 
 
617
 403
 214
 
 
AEC purchase commitments(e)
4
 2
 2
 
 
Long-term renewable energy and REC commitments1,986
 222
 470
 384
 910
Other purchase obligations(f)(c)
668
 501
 156
 10
 1
1,262
 1,219
 36
 5
 2
PJM regional transmission expansion commitments(g)
54
 27
 18
 9
 
ZEC commitments1,313
 164
 328
 328
 493
Total contractual obligations$7,487
 $1,235

$975

$704

$4,573
$20,899
 $2,856

$2,078

$1,634

$14,331
__________
(a)Includes $184 million due after 2024 to PECOamounts from ComEd financing trusts.trust.
(b)Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 20182019 and do not reflect anticipated future refinancing, early redemptions or debt issuances. Variable rate interest obligations are estimated based on rates as of December 31, 2019. Includes estimated interest payments due to the ComEd financing trust.
(c)Includes amounts related to shared use land arrangements.
(d)Amounts related to certain real estate leases and railroad licenses effectively have indefinite payment periods. As a result, PECO has excluded these payments from the remaining years as such amounts would not be meaningful. PECO’s average annual obligation for these arrangements, included in each of the years 2019 - 2023, was $5 million. Also includes amounts related to shared use land arrangements.
(e)Represents commitments to purchase natural gas and related transportation, storage capacity and services, procure electric supply, and purchase AECs.
(f)Represents the future estimated value at December 31, 20182019 of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between the RegistrantsComEd and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.


PECO
   Payment due within
 Total 2020 
2021 -
202
2
 
2023 -
202
4
 2025
and beyond
Long-term debt(a)
$3,634
 $
 $650
 $50
 $2,934
Interest payments on long-term debt(b)
2,721
 141
 274
 254
 2,052
Operating leases1
 
 1
 
 
Fuel purchase agreements(c)
335
 116
 154
 31
 34
Electric supply procurement552
 441
 111
 
 
Other purchase obligations(d)
834
 727
 107
 
 
Total contractual obligations$8,077
 $1,425

$1,297

$335

$5,020
__________
(g)(a)Under its operating agreement with PJM,Includes amounts from PECO is committedfinancing trusts.
(b)Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 2019 and do not reflect anticipated future refinancing, early redemptions or debt issuances. Includes estimated interest payments due to the construction of transmission facilitiesPECO financing trust.
(c)Represents commitments to maintain system reliability. These amounts represent PECO’s expected portionpurchase natural gas and related transportation, storage capacity and services.
(d)Represents the future estimated value at December 31, 2019 of the costs to paycash flows associated with all contracts, both cancellable and non-cancellable, entered into between PECO and third-parties for the completionprovision of services and materials, entered into in the required construction projects.normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.
BGE
  Payment due within    Payment due within
Total 2019 
2020 -
202
1
 
2022 -
202
3
 Due 2024
and beyond
Total 2020 
2021 -
202
2
 
2023 -
202
4
 2025
and beyond
Long-term debt$2,900
 $
 $300
 $550
 $2,050
$3,300
 $
 $550
 $300
 $2,450
Interest payments on long-term debt(a)
1,971
 113
 225
 191
 1,442
2,241
 126
 238
 203
 1,674
Operating leases(e)
143
 35
 68
 21
 19
100
 34
 47
 1
 18
Fuel purchase agreements(f)(b)
434
 76
 107
 94
 157
522
 60
 94
 92
 276
Electric supply procurement(f)
1,070
 670
 400
 
 
1,050
 631
 419
 
 
Curtailment services commitments(f)
61
 10
 38
 13
 
Other purchase obligations(g)
584
 528
 50
 2
 4
PJM regional transmission expansion commitments(h)
89
 35
 54
 
 
Other purchase obligations(c)
1,014
 868
 141
 3
 2
Total contractual obligations$7,252
 $1,467

$1,242

$871

$3,672
$8,227
 $1,719

$1,489

$599

$4,420
__________
(a)Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 20182019 and do not reflect anticipated future refinancing, early redemptions or debt issuances.
(b)Includes amounts related to shared use land arrangements.

(c)Amounts related to certain real estate leases and railroad licenses effectively have indefinite payment periods. As a result, BGE has excluded these payments from the remaining years as such amounts would not be meaningful. BGE’s average annual obligation for these arrangements, included in each of the years 2019 - 2023, was $1 million. Also includes amounts related to shared use land arrangements.
(d)Includes all future lease payments on a 99-year real estate lease that expires in 2106.
(e)The BGE table above includes minimum future lease payments associated with a 6-year lease for the Baltimore City conduit system that became effective during the fourth quarter of 2016. BGE's total commitments under the lease agreement are $26 million, $28 million, $28 million, and $14 million related to years 2019 - 2022, respectively.
(f)Represents commitments to purchase natural gas and related transportation, storage capacity and services, procure electric supply, and curtailment services.
(g)(c)Represents the future estimated value at December 31, 20182019 of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between the BGE and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.
(h)Under its operating agreement with PJM, BGE is committed to the construction of transmission facilities to maintain system reliability. These amounts represent BGE’s expected portion of the costs to pay for the completion of the required construction projects.


PHI
  Payment due within    Payment due within
Total 2019 
2020 -
202
1
 
2022 -
202
3
 Due 2024
and beyond
Total 2020 
2021 -
202
2
 
2023 -
202
4
 2025
and beyond
Long-term debt$5,622
 $111
 $281
 $810
 $4,420
$5,967
 $98
 $571
 $1,049
 $4,249
Interest payments on long-term debt(a)
4,192
 260
 512
 476
 2,944
4,150
 269
 512
 463
 2,906
Capital leases14
 14
 
 
 
Finance leases28
 5
 8
 8
 7
Operating leases(b)
377
 48
 89
 81
 159
346
 42
 79
 72
 153
Fuel purchase agreements(c)(b)
284
 30
 61
 64
 129
304
 34
 68
 68
 134
Long-term renewable energy and REC commitments(c)
341
 31
 62
 62
 186
298
 32
 64
 64
 138
Electric supply procurement(c)
1,635
 993
 642
 
 
1,787
 1,040
 730
 17
 
Curtailment services commitments(c)
68
 19
 36
 13
 
Other purchase obligations(d)
1,396
 893
 437
 34
 32
DC PLUG obligation(e)
160
 30
 60
 60
 10
PJM regional transmission expansion commitments(f)
77
 39
 29
 9
 
Other purchase obligations(c)
1,181
 959
 184
 6
 32
DC PLUG obligation130
 30
 60
 40
 
Total contractual obligations$14,166
 $2,468
 $2,209
 $1,609
 $7,880
$14,219
 $2,514
 $2,284
 $1,795
 $7,626
__________
(a)Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 20182019 and do not reflect anticipated future refinancing, early redemptions or debt issuances.
(b)Includes amounts related to shared use land arrangements.
(c)Represents commitments to purchase natural gas and related transportation, storage capacity and services, procure electric renewable energy and RECs, procure electric supply, and curtailment services.
(d)(c)Represents the future estimated value at December 31, 20182019 of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between the RegistrantsPHI and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.
(e)Related to DC PLUG project costs for assets funded by the District of Columbia for which the District of Columbia has assessed a charge on Pepco. Pepco will recover this charge from customers through a volumetric distribution rider. See Note 4 — Regulatory Matters of Combined Notes to Consolidated Financial Statements for additional information.
(f)Under its operating agreement with PJM, PHI is committed to the construction of transmission facilities to maintain system reliability. These amounts represent PHI’s expected portion of the costs to pay for the completion of the required construction projects.

Pepco
  Payment due within    Payment due within
Total 2019 
2020 -
202
1
 
2022 -
202
3
 Due 2024
and beyond
Total 2020 
2021 -
202
2
 
2023 -
202
4
 2025
and beyond
Long-term debt$2,737
 $1
 $1
 $310
 $2,425
$2,886
 $1
 $311
 $399
 $2,175
Interest payments on long-term debt(a)
2,488
 138
 276
 256
 1,818
2,385
 138
 271
 249
 1,727
Capital leases14
 14
 
 
 
Finance leases11
 1
 2
 3
 5
Operating leases(b)
86
 11
 19
 16
 40
70
 8
 16
 12
 34
Electric supply procurement(c)
663
 407
 256
 
 
803
 445
 341
 17
 
Curtailment services commitments(c)
33
 4
 20
 9
 
Other purchase obligations(d)
908
 509
 337
 31
 31
DC PLUG obligation(e)
160
 30
 60
 60
 10
Other purchase obligations(b)
663
 489
 145
 4
 25
DC PLUG obligation130
 30
 60
 40
 
Total contractual obligations$7,089
 $1,114
 $969
 $682
 $4,324
$6,959
 $1,113
 $1,148
 $727
 $3,971
__________ 
(a)Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 20182019 and do not reflect anticipated future refinancing, early redemptions or debt issuances.
(b)Includes amounts related to shared use land arrangements.
(c)Represents commitments to purchase procure electric supply and curtailment services.
(d)Represents the future estimated value at December 31, 20182019 of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between the Registrants and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.
(e)Related to DC PLUG project costs for assets funded by the District of Columbia for which the District of Columbia has assessed a charge on Pepco. Pepco will recover this charge from customers through a volumetric distribution rider. See Note 4 — Regulatory Matters of Combined Notes to Consolidated Financial Statements for additional information.
DPL
   Payment due within  
 Total 2019 
2020 -
202
1
 
2022 -
202
3
 Due 2024
and beyond
Long-term debt$1,504
 $91
 $
 $500
 $913
Interest payments on long-term debt(a)
1,050
 57
 113
 111
 769
Operating leases(b)
96
 14
 25
 22
 35
Fuel purchase agreements(c)
284
 30
 61
 64
 129
Long-term renewable energy and associated REC commitments(c)
341
 31
 62
 62
 186
Electric supply procurement(c)
458
 282
 176
 
 
Curtailment services commitments(c)
31
 12
 15
 4
 
Other purchase obligations(d)
266
 187
 77
 1
 1
PJM regional transmission expansion commitments(e)
9
 3
 3
 3
 
Total contractual obligations$4,039
 $707
 $532
 $767
 $2,033
__________
(a)Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 2018 and do not reflect anticipated future refinancing, early redemptions or debt issuances.
(b)Includes amounts related to shared use land arrangements.
(c)Represents commitments to purchase natural gas and related transportation, storage capacity and services, procure electric renewable energy and RECs, procure electric supply, and curtailment services.
(d)Represents the future estimated value at December 31, 2018 of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between the Registrants and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.

(e)Under its operating agreement with PJM,

DPL is committed to the construction of transmission facilities to maintain system reliability. These amounts represent DPL’s expected portion of the costs to pay for the completion of the required construction projects.
ACE
   Payment due within  
 Total 2019 
2020 -
202
1
 
2022 -
202
3
 Due 2024
and beyond
Long-term debt$1,196
 $18
 $280
 $
 $898
Interest payments on long-term debt (a)
465
 52
 95
 81
 237
Operating leases(b)
32
 7
 11
 9
 5
Electric supply procurement (c)
514
 304
 210
 
 
Curtailment services commitments (c)
4
 3
 1
 
 
Other purchase obligations (d)
177
 160
 16
 1
 
PJM regional transmission expansion commitments (e)
68
 36
 26
 6
 
Total contractual obligations$2,456
 $580
 $639
 $97
 $1,140
   Payment due within
 Total 2020 
2021 -
202
2
 
2023 -
202
4
 2025
and beyond
Long-term debt$1,568
 $78
 $
 $500
 $990
Interest payments on long-term debt(a)
1,087
 60
 120
 99
 808
Finance leases10
 2
 4
 3
 1
Operating leases91
 11
 21
 18
 41
Fuel purchase agreements(b)
304
 34
 68
 68
 134
Long-term renewable energy and associated REC commitments298
 32
 64
 64
 138
Electric supply procurement458
 288
 170
 
 
Other purchase obligations(c)
280
 262
 18
 
 
Total contractual obligations$4,096
 $767
 $465
 $752
 $2,112
__________
(a)Interest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 20182019 and do not reflect anticipated future refinancing, early redemptions or debt issuances.
(b)Includes amountsRepresents commitments to purchase natural gas and related to shared use land arrangements.transportation, storage capacity and services.
(c)Represents commitments to procure electric supply and curtailment services.
(d)Represents the future estimated value at December 31, 20182019 of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between the RegistrantsDPL and third-parties for the provision of services and materials, entered into in the normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.
ACE
   Payment due within
 Total 2020 
2021 -
202
2
 
2023 -
202
4
 2025
and beyond
Long-term debt$1,327
 $19
 $260
 $150
 $898
Interest payments on long-term debt (a)
503
 57
 93
 87
 266
Finance leases8
 1
 2
 2
 3
Operating leases20
 5
 8
 5
 2
Electric supply procurement526
 307
 219
 
 
Other purchase obligations(b)
200
 185
 15
 
 
Total contractual obligations$2,584
 $574
 $597
 $244
 $1,169
__________
(e)(a)Under its operating agreement with PJM, ACE is committed toInterest payments are estimated based on final maturity dates of debt securities outstanding at December 31, 2019 and do not reflect anticipated future refinancing, early redemptions or debt issuances.
(b)Represents the construction of transmission facilities to maintain system reliability. These amounts represent ACE’s expected portionfuture estimated value at December 31, 2019 of the costs to paycash flows associated with all contracts, both cancellable and non-cancellable, entered into between ACE and third-parties for the completionprovision of services and materials, entered into in the required construction projects.normal course of business not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.


See Note 2218 — Commitments and Contingencies and Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information of the Registrants’ other commitments potentially triggered by future events.
For Additionally, see below for where to find additional information regarding:
commercial paper, see Note 13 — Debt and Credit Agreements ofregarding certain contractual obligations in the Combined Notes to the Consolidated Financial Statements.Statements:
long-term debt, see Note 13 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements.
liabilities related to uncertain tax positions, see Note 14 — Income Taxes of the Combined Notes to Consolidated Financial Statements.
capital lease obligations, see Note 13 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements.
operating leases and rate relief commitments, see Note 22 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements.
the nuclear decommissioning and SNF obligations, see Note 15 — Asset Retirement Obligations and Note 22 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements.
regulatory commitments, see Note 4 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements.

variable interest entities, see Note 2 — Variable Interest Entities of the Combined Notes to Consolidated Financial Statements.
nuclear insurance, see Note 22 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements.
new accounting pronouncements, see Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements.
ItemLocation within Notes to the Consolidated Financial Statements
Finance LeasesNote 10 — Leases
Operating LeasesNote 10 — Leases
DC PLUG obligationNote 3 — Regulatory Matters
ZEC CommitmentsNote 3 — Regulatory Matters
REC CommitmentsNote 3 — Regulatory Matters & Note 15 — Derivative Financial Instruments
Long-term debtNote 16 — Debt and Credit Agreements
Interest payments on long-term debtNote 16 — Debt and Credit Agreements
Pension contributionsNote 14 — Retirement Benefits
SNF obligationNote 18 — Commitments and Contingencies
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Registrants are exposed to market risks associated with adverse changes in commodity prices, counterparty credit, interest rates and equity prices. Exelon’s RMC approves risk management policies and objectives for risk assessment, control and valuation, counterparty credit approval, and the monitoring and reporting of risk exposures. The RMC is chaired by the chief executive officer and includes the chief risk officer, chief strategy officer, chief executive officer of Exelon Utilities, chief commercial officer, chief financial officer and chief executive officer of Constellation. The RMC reports to the Finance and Risk Committee of the Exelon Board of Directors on the scope of the risk management activities.
Commodity Price Risk (All Registrants)
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 generates and 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, fossil fuel and other commodities.
Generation
Electricity available from Generation’s owned or contracted generation supply in excess of Generation’s obligations to customers, including portions of the Utility Registrants' retail load, is sold into the wholesale markets. To reduce commodity price risk caused by market fluctuations, Generation enters into non-derivative contracts as well as derivative contracts, including swaps, futures, forwards and options, with approved counterparties to hedge anticipated exposures. Generation uses derivative instruments as economic hedges to mitigate exposure to fluctuations in commodity prices. Generation expects the settlement of the majority of its economic hedges will occur during 20192020 through 2021.2022.
In general, increases and decreases in forward market prices have a positive and negative impact, respectively, on Generation’s owned and contracted generation positions which have not been hedged. Exelon's hedging program involves the hedging of commodity price risk for Exelon's expected generation, typically on a ratable basis over three-year periods. As of December 31, 2018,2019, the percentage of expected generation hedged for the Mid-Atlantic, Midwest, New York and ERCOT reportable segments is 89%-92%, 56%-59% 91%-94%and 32%-35%61%-64% for 2019, 2020and2021, respectively.  The percentage of expected generation hedged is the amount of equivalent sales divided by the expected generation. Expected generation is the volume of energy that best represents our commodity position in energy markets from owned or contracted generating facilitiesgeneration based upon a simulated dispatch model that makes assumptions regarding future market conditions, which are calibrated to market quotes for power, fuel, load following products and options. Equivalent sales represent all hedging products, which include economic hedges and certain non-derivative contracts, including Generation’s sales to ComEd, PECO and BGE to serve their retail load.
A portion of Generation’s hedging strategy may be accomplished with fuel products based on assumed correlations between power and fuel prices, which routinely change in the market. Market price risk exposure is the risk of a change in the value of unhedged positions. The forecasted market price risk exposure for Generation’s entire economic hedge portfolio associated with a $5 reduction in the annual average around-the-clock energy price based on December 31, 20182019 market conditions and hedged position would be decreases in pre-tax net income of approximately $57 million, $383$25 million and $618$331 million, respectively, for 2019, 2020 and 2021. Power price sensitivities are derived by adjusting power price assumptions while keeping all other price inputs constant. Generation actively manages its portfolio to mitigate market price risk exposure for its unhedged position. Actual

results could differ depending on the specific timing of, and markets affected by, price changes, as well as future changes in Generation’s portfolio. See Note 1215 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information.
Proprietary Trading Activities
Proprietary trading portfolio activity for the year ended December 31, 2018, resulted in pre-tax gains of $42 million due to net mark-to-market gains of $17 million and realized gains of $25 million. Generation has not segregated proprietary trading activity within the following discussion because of the relative size of the proprietary trading portfolio in comparison to Generation’s total Revenue net of purchased power and fuel expense. See Note 12 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information.
Fuel Procurement
Generation procures natural gas through long-term and short-term contracts, and spot-market purchases. Nuclear fuel assemblies are obtained predominantly through long-term uranium concentrate supply contracts, contracted conversion services, contracted enrichment services, or a combination thereof, and contracted fuel fabrication services. The supply markets for uranium concentrates and certain nuclear fuel services are subject to price fluctuations and availability restrictions. Supply market conditions may make Generation’s procurement contracts subject to credit risk related to the potential non-performance of counterparties to deliver the contracted commodity or service at the contracted prices. Approximately 62%60% of Generation’s uranium concentrate requirements from 20192020 through 20232024 are supplied by three producers.suppliers. In the event of non-performance by these or other suppliers, Generation believes that replacement uranium concentrates can be obtained, although at prices that may be unfavorable when compared to the prices under the current supply agreements. Non-performance by these counterparties could have a material adverse impact on Exelon’s and Generation’s financial statements.
ComEdUtility Registrants
ComEd entered into 20-year contracts forfloating-to-fixed renewable energy and RECsswap contracts beginning in June 2012. ComEd is permitted2012, which are considered an economic hedge and have changes in fair value recorded to recover its renewable energy and REC costs from retail customers with no mark-up. The annual commitments represent the maximum settlements with suppliers for renewable energy and RECs under the existing contract terms. Pursuant to the ICC’s Order on December 19, 2012, ComEd’s commitments under the existing long-term contracts were reduced for the June 2013 through May 2014 procurement period. In addition, the ICC’s December 18, 2013 Order approved the reduction of ComEd’s commitments under those contracts for the June 2014 through May 2015 procurement period, and the amount of the reduction was approved by the ICC in March 2014.
an offsetting regulatory asset or liability. ComEd has block energy contracts to procure electric supply that are executed through a competitive procurement process, which is further discussed in Note 4 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements. The block energy contracts are considered derivatives and qualify for the normal purchases and normal sales scope exception under current derivative authoritative guidance,NPNS, and as a result are accounted for on an accrual basis of accounting. ComEd does not execute derivatives for speculative or proprietary trading purposes. For additional information on these contracts, see Note 12 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements.
PECO, BGE, Pepco, DPL and ACE
PECO, BGE, Pepco, DPL and ACE have contracts to procure electric supply that are executed through a competitive procurement process, which are further discussed in Note 4 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements. PECO,process. BGE, Pepco, DPL and ACE have certain full requirements contracts,


which are considered derivatives and qualify for the normal purchases and normal sales scope exception under current derivative authoritative guidance,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 also executed derivative natural gas contracts, which either qualify for the normal purchases and normal sales exceptionNPNS or have no mark-to-market balances because the derivatives are index priced, 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.

PECO, BGE, Pepco, DPL and ACE do not execute derivatives for speculative or proprietary trading purposes.
For additional information on these contracts, see Note 123 — Regulatory Matters and Note 15 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements.
Trading and Non-Trading Marketing Activities
The following table detailing Exelon’s, Generation’s and ComEd’s trading and non-trading marketing activities are included to address the recommended disclosures by the energy industry’s Committee of Chief Risk Officers (CCRO).
The following table provides detail on changes in Exelon’s, Generation’s and ComEd’s commodity mark-to-market net asset or liability balance sheet position from December 31, 20162017 to December 31, 2018.2019. It indicates the drivers behind changes in the balance sheet amounts. This table incorporates the mark-to-market activities that are immediately recorded in earnings. This table excludes all NPNS contracts and does not segregate proprietary trading activity. See Note 1215 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information on the balance sheet classification of the mark-to-market energy contract net assets (liabilities) recorded as of December 31, 20182019 and 2017.2018.
Exelon Generation ComEdExelon Generation ComEd
Total mark-to-market energy contract net assets (liabilities) at December 31, 2016(a)
$719

$977
 $(258)
Total change in fair value during 2017 of contracts recorded in result of operations110
 110
 
Total mark-to-market energy contract net assets (liabilities) at December 31, 2017(a)
$667

$923
 $(256)
Total change in fair value during 2018 of contracts recorded in result of operations270
 270
 
Reclassification to realized at settlement of contracts recorded in results of operations(273) (273) 
(570) (570) 
Contracts received at acquisition date(d)
(19) (19) 
Changes in fair value—recorded through regulatory assets and liabilities(b)
(1) 
 2
8
 
 7
Changes in allocated collateral140
 137
 
(110) (109) 
Net option premium received(28) (28) 
43
 43
 
Option premium amortization(7) (7) 
(10) (10) 
Upfront payments and amortizations(c)
(24) (24) 
20
 20
 
Other miscellaneous(d)
31
 31
 
Total mark-to-market energy contract net assets (liabilities) at December 31, 2017(a)
667
 923
 (256)
Total change in fair value during 2018 of contracts recorded in result of operations270
 270
 
Total mark-to-market energy contract net assets (liabilities) at December 31, 2018(a)
299
 548
 (249)
Total change in fair value during 2019 of contracts recorded in result of operations(427) (427) 
Reclassification to realized at settlement of contracts recorded in results of operations(570) (570) 
226
 226
 
Contracts received at acquisition date(e)
(19) (19) 
Changes in fair value—recorded through regulatory assets and liabilities(b)
8
 
 7
(52) 
 (52)
Changes in allocated collateral(110) (109) 
572
 572
 
Net option premium paid43
 43
 
29
 29
 
Option premium amortization(10) (10) 
(22) (22) 
Upfront payments and amortizations(c)
20
 20
 
(58) (58) 
Total mark-to-market energy contract net assets (liabilities) at December 31, 2018(a)
$299
 $548
 $(249)
Total mark-to-market energy contract net assets (liabilities) at December 31, 2019(a)
$567
 $868
 $(301)
__________


(a)Amounts are shown net of collateral paid to and received from counterparties.
(b)For ComEd, the changes in fair value are recorded as a change in regulatory assets or liabilities. As of December 31, 20172018 and 2018,2019, ComEd recorded a regulatory liability of $256$249 million and $249$301 million, respectively, related to its mark-to-market derivative liabilities with Generation and unaffiliated suppliers. ComEd recorded $18$24 million of decreases in fair value and an increase for realized losses due to settlements of $20$17 million in purchased power expense associated with floating-to-fixed energy swap suppliers for the year ended December 31, 2017.2018. ComEd recorded $24$78 million of decreases in fair value and an increase for realized losses due to settlements of $26 million recorded in purchased power expense associated with floating-to-fixed energy swap contracts with unaffiliated suppliers for the year ended December 31, 2019.

and realized losses due to settlements of $17 million recorded in purchased power expense associated with floating-to-fixed energy swap contracts with unaffiliated suppliers for the year ended December 31, 2018.
(c)Includes derivative contracts acquired or sold by Generation through upfront payments or receipts of cash, excluding option premiums, and the associated amortizations.
(d)As a result of the bankruptcy filing for EGTP on November 7, 2017, the net mark-to-market commodity contracts were deconsolidated from Exelon's and Generation's consolidated financial statements.
(e)Includes fair value from contracts received at acquisition of the Everett Marine Terminal.
Fair Values
The following tables present maturity and source of fair value for Exelon, Generation and ComEd mark-to-market commodity contract net assets (liabilities). The tables provide two fundamental pieces of information. First, the tables provide the source of fair value used in determining the carrying amount of the Registrants’ total mark-to-market net assets (liabilities), net of allocated collateral. Second, the tables show the maturity, by year, of the Registrants’ commodity contract net assets (liabilities) net of allocated collateral, giving an indication of when these mark-to-market amounts will settle and either generate or require cash. See Note 1117 — 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.
Exelon
Maturities Within 
Total Fair
Value
Maturities Within 
Total Fair
Value
2019 2020 2021 2022 2023 2024 and Beyond 2020 2021 2022 2023 2024 2025 and Beyond 
Normal Operations, Commodity derivative contracts(a)(b):
                          
Actively quoted prices (Level 1)$(11) $(33) $(6) $(8) $14
 $
 $(44)$(102) $(33) $(18) $5
 $8
 $
 $(140)
Prices provided by external sources (Level 2)45
 (33) 5
 
 
 
 17
161
 39
 (9) 
 
 
 191
Prices based on model or other valuation methods (Level 3)(c)
291
 174
 
 (63) (23) (53) 326
383
 194
 85
 3
 (18) (131) 516
Total$325
 $108
 $(1) $(71) $(9) $(53) $299
$442
 $200
 $58
 $8
 $(10) $(131) $567
__________
(a)Mark-to-market gains and losses on other economic hedge and trading derivative contracts that are recorded in results of operations.
(b)Amounts are shown net of collateral paid to and received from counterparties (and offset against mark-to-market assets and liabilities) of $357$929 million at December 31, 2018.2019.
(c)Includes ComEd’s net assets (liabilities) associated with the floating-to-fixed energy swap contracts with unaffiliated suppliers.


Generation
Maturities Within 
Total Fair
Value
Maturities Within 
Total Fair
Value
2019 2020 2021 2022 2023 2024 and Beyond 2020 2021 2022 2023 2024 2025 and Beyond 
Normal Operations, Commodity derivative contracts(a)(b):
                          
Actively quoted prices (Level 1)$(11) $(33) $(6) $(8) $14
 $
 $(44)$(102) $(33) $(18) $5
 $8
 $
 $(140)
Prices provided by external sources (Level 2)45
 (33) 5
 
 
 
 17
161
 39
 (9) 
 
 
 191
Prices based on model or other valuation methods (Level 3)(c)
317
 199
 25
 (37) 3
 68
 575
415
 223
 113
 30
 10
 26
 817
Total$351
 $133
 $24
 $(45) $17
 $68
 $548
$474
 $229
 $86
 $35
 $18
 $26
 $868
__________
(a)Mark-to-market gains and losses on other economic hedge and trading derivative contracts that are recorded in the results of operations.
(b)Amounts are shown net of collateral paid to and received from counterparties (and offset against mark-to-market assets and liabilities) of $357$929 million at December 31, 2018.2019.

ComEd
 Maturities Within 
Fair
Value
 2019 2020 2021 2022 2023 2024 and Beyond 
Prices based on model or other valuation methods (Level 3)(a) 
$(26) $(25) $(25) $(26) $(26) $(121) $(249)
 Maturities Within 
Fair
Value
Commodity derivative contracts (a)
2020 2021 2022 2023 2024 2025 and Beyond 
Prices based on model or other valuation methods (Level 3)(a) 
$(32) $(29) $(28) $(27) $(28) $(157) $(301)
__________
(a)Represents ComEd’s net liabilities associated with the floating-to-fixed energy swap contracts with unaffiliated suppliers.


Credit Risk Collateral and Contingent Related Features (All Registrants)
The Registrants would be exposed to credit-related losses in the event of non-performance by counterparties that execute derivative instruments. The credit exposure of derivative contracts, before collateral, is represented by the fair value of contracts at the reporting date. See Note 12—15—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for a detailed discussion of credit risk, collateral, and contingent related features.risk.
Generation
The following tables provide information on Generation’s credit exposure for all derivative instruments, normal purchases and normal sales agreements, and applicable payables and receivables, net of collateral and instruments that are subject to master netting agreements, as of December 31, 2018.2019. The tables further delineate that exposure by credit rating of the counterparties and provide guidance on the concentration of credit risk to individual counterparties and an indication of the duration of a company’s credit risk by credit rating of the counterparties. The figures in the tablestable below exclude credit risk exposure from individual retail customers, uranium procurement contracts, and exposure through RTOs, ISOs and commodity exchanges, which are discussed below. Additionally, the figures in the tables below exclude exposures with affiliates, including net receivables with ComEd, PECO, BGE, Pepco, DPL and ACE of $43 million, $30 million, $24 million, $28 million, $7 million and $5 million respectively. See Note 25 — Related Party Transactions of the Combined Notes to Consolidated Financial Statements for additional information.
Rating as of December 31, 2018
Total
Exposure
Before Credit
Collateral
 
Credit
Collateral 
(a)
 
Net
Exposure
 
Number of
Counterparties
Greater than 10%
of Net Exposure
 
Net Exposure of
Counterparties
Greater than 10%
of Net Exposure
Rating as of December 31, 2019
Total
Exposure
Before Credit
Collateral
 
Credit
Collateral 
(a)
 
Net
Exposure
 
Number of
Counterparties
Greater than 10%
of Net Exposure
 
Net Exposure of
Counterparties
Greater than 10%
of Net Exposure
Investment grade$795
 $
 $795
 1
 $153
$877
 $20
 $857
 
 $
Non-investment grade133
 45
 88
 
 
79
 63
 16
 
 
No external ratings                  
Internally rated—investment grade181
 1
 180
 
 
218
 
 218
 
 
Internally rated—non-investment grade92
 6
 86
 
 
139
 23
 116
 
 
Total$1,201
 $52
 $1,149
 1
 $153
$1,313
 $106
 $1,207
 
 $
Maturity of Credit Risk ExposureMaturity of Credit Risk Exposure
Rating as of December 31, 2018
Less than
2 Years
 
2-5
Years
 
Exposure
Greater than
5 Years
 
Total Exposure
Before Credit
Collateral
Rating as of December 31, 2019
Less than
2 Years
 
2-5
Years
 
Exposure
Greater than
5 Years
 
Total Exposure
Before Credit
Collateral
Investment grade$755
 $23
 $17
 $795
$834
 $40
 $3
 $877
Non-investment grade131
 2
 
 133
78
 1
 
 79
No external ratings              
Internally rated—investment grade126
 26
 29
 181
162
 30
 26
 218
Internally rated—non-investment grade82
 5
 5
 92
123
 10
 6
 139
Total$1,094
 $56
 $51
 $1,201
$1,197
 $81
 $35
 $1,313
Net Credit Exposure by Type of CounterpartyAs of December 31, 2018As of December 31, 2019
Financial institutions$12
$9
Investor-owned utilities, marketers, power producers737
930
Energy cooperatives and municipalities324
235
Other76
33
Total$1,149
$1,207
__________
(a)As of December 31, 2018,2019, credit collateral held from counterparties where Generation had credit exposure included $17$25 million of cash and $35$81 million of letters of credit.


The Utility Registrants
Credit risk for the Utility Registrants is governed by credit and collection policies, which are aligned with state regulatory requirements. The Utility Registrants are currently obligated to provide service to all electric customers within their franchised territories. The Utility Registrants record a provision for uncollectible accounts, based upon historical experience, to provide for the potential loss from nonpayment by these customers. The Utility Registrants will monitor nonpayment from customers and will make any necessary adjustments to the provision for uncollectible accounts. See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for the allowance for uncollectible accounts policy. The Utility Registrants did not have any customers representing over 10% of their revenues as of December 31, 2018.2019. See Note 43 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
As of December 31, 2018,2019, ComEd, PECO, BGE, Pepco, DPL and ACE's net credit exposure to suppliers was immaterial. See Note 1215 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements.
CollateralCredit-Risk-Related Contingent Features (All Registrants)
Generation
As part of the normal course of business, Generation routinely enters into physical or financial contracts for the sale and purchase of electricity, natural gas and other commodities. In accordance with the contracts and applicable law, if Generation is downgraded by a credit rating agency, especially if such downgrade is to a level below investment grade, it is possible that a counterparty would attempt to rely on such a downgrade as a basis for making a demand for adequate assurance of future performance. Depending on Generation’s net position with a counterparty, the demand could be for the posting of collateral. In the absence of expressly agreed-to provisions that specify the collateral that must be provided, collateral requested will be a function of the facts and circumstances of the situation at the time of the demand. See Note 1215 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information regarding collateral requirements. See Note 2218 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information regarding the letters of credit supporting the cash collateral.
Generation transacts output through bilateral contracts. The bilateral contracts are subject to credit risk, which relates to the ability of counterparties to meet their contractual payment obligations. Any failure to collect these

payments from counterparties could have a material impact on Exelon’s and Generation’s financial statements. As market prices rise above or fall below contracted price levels, Generation is required to post collateral with purchasers; as market prices fall below contracted price levels, counterparties are required to post collateral with Generation. To post collateral, Generation depends on access to bank credit facilities, which serve as liquidity sources to fund collateral requirements. See ITEM 7. Liquidity and Capital Resources — Credit Matters — Exelon Credit Facilities for additional information.
The Utility Registrants
As of December 31, 2018, ComEd held $38 million in collateral from suppliers in association with energy procurement contracts, approximately $31 million in collateral from suppliers for REC contract obligations and approximately $19 million in collateral from suppliers for long-term renewable energy contracts. BGE is not required to post collateral under its electric supply contracts but was holding an immaterial amount of collateral under its electric supply procurement contracts. BGE was not required to post collateral under its natural gas procurement contracts, but was holding an immaterial amount of collateral under its natural gas procurement contracts. Pepco and DPL were not required to post collateral under their energy and/or natural gas procurement contracts, but were holding an immaterial amount of collateral under their respective electric supply procurement contracts. PECO and ACE2019, the Utility Registrants were not required to post collateral under their energy and/or natural gas procurement contracts. See Note 43 — Regulatory Matters and Note 1215 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information.
RTOs and ISOs (All Registrants)
All Registrants participate in all, or some, of the established, wholesale spot energy markets that are administered by PJM, ISO-NE, ISO-NY,NYISO, CAISO, MISO, SPP, AESO, OIESO and ERCOT. ERCOT is not subject to regulation by FERC but performs a similar function in Texas to that performed by RTOs in markets regulated by FERC. In these areas, power is traded through bilateral agreements between buyers and sellers and on the spot energy markets that are administered by the RTOs or ISOs, as applicable. In areas where there is no spot energy market, electricity is purchased and sold solely through bilateral agreements. For sales into the spot markets administered by an RTO or ISO, the RTO or ISO maintains financial assurance policies that are established and enforced by those administrators. The credit policies of the RTOs and ISOs 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.


Non-performance or non-payment by a major counterparty could result in a material adverse impact on the Registrants’ financial statements.
Exchange Traded Transactions (Exelon, Generation, PHI and DPL)
Generation enters into commodity transactions on NYMEX, ICE, NASDAQ, NGX and the Nodal exchange ("the Exchanges"). DPL enters into commodity transactions on ICE. The Exchange clearinghouses act as the counterparty to each trade. Transactions on the Exchanges must adhere to comprehensive collateral and margining requirements. As a result, transactions on Exchanges are significantly collateralized and have limited counterparty credit risk.
Interest Rate and Foreign Exchange Risk (All Registrants)(Exelon and Generation)
The RegistrantsExelon and Generation use a combination of fixed-rate and variable-rate debt to manage interest rate exposure. The RegistrantsExelon and Generation may also utilize interest rate swaps to manage their interest rate exposure. At December 31, 2018, Exelon had $800 million of notional amounts of fixed-to-floating hedges outstanding and Exelon and Generation had $622 million of notional amounts of floating-to-fixed hedges outstanding. A hypothetical 50 basis point increase in the interest rates associated with unhedged variable-rate debt (excluding Commercial Paper) and fixed-to-floating swaps would result in approximately a $6$5 million decrease in Exelon Consolidated pre-tax income for the year ended December 31, 2018.2019. To manage foreign exchange rate exposure associated with international energy purchases in currencies other than U.S. dollars, Generation utilizes foreign currency derivatives, which are typically designated as economic hedges. See Note 12—15—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information.

Equity Price Risk (Exelon and Generation)
Exelon and Generation maintain trust funds, as required by the NRC, to fund certain costs of decommissioning its nuclear plants. As of December 31, 2018,2019, Generation’s NDT funds are reflected at fair value in its Consolidated Balance Sheets. The mix of securities in the trust funds is designed to provide returns to be used to fund decommissioning and to compensate Generation for inflationary increases in decommissioning costs; however, the equity securities in the trust funds are exposed to price fluctuations in equity markets, and the value of fixed-rate, fixed-income securities are exposed to changes in interest rates. Generation actively monitors the investment performance of the trust funds and periodically reviews asset allocation in accordance with Generation’s NDT fund investment policy. A hypothetical 10% increase in interest rates and decrease in equity prices would result in a $529$610 million reduction in the fair value of the trust assets. This calculation holds all other variables constant and assumes only the discussed changes in interest rates and equity prices. See Liquidity and Capital Resources section of ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS for additional information of equity price risk as a result of the current capital and credit market conditions.


ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Generation
General
Generation’s integrated business consists of the generation, physical delivery and marketing of power across multiple geographical regions through its customer-facing business, Constellation, which sells electricity and natural gas to both wholesale and retail customers. Generation also sells renewable energy and other energy-related products and services. Generation has sixfive reportable segments consisting of the Mid-Atlantic, Midwest, New England, New York, ERCOT and Other Power Regions. These segments are discussed in further detail in ITEM 1. BUSINESS — Exelon Generation Company, LLC of this Form 10-K.
Executive Overview
A discussion of items pertinent to Generation’s executive overview is set forth under ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Exelon Corporation — Executive Overview of this Form 10-K.
Results of Operations
Year Ended December 31, 20182019 Compared to Year Ended December 31, 2017 and Year Ended December 31, 2017 Compared to Year Ended December 31, 20162018
A discussion of Generation’s results of operations for 20182019 compared to 2017 and 2017 compared to 20162018 is set forth under Results of Operations—Generation in EXELON CORPORATION — Results of Operations of this Form 10-K.
Liquidity and Capital Resources
Generation’s business is capital intensive and requires considerable capital resources. Generation’s capital resources are primarily provided by internally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt, commercial paper, participation in the intercompany money pool or capital contributions from Exelon. Generation’s access to external financing at reasonable terms is dependent on its credit ratings and general business conditions, as well as that of the utility industry in general. If these conditions deteriorate to where Generation no longer has access to the capital markets at reasonable terms, Generation has credit facilities in the aggregate of $5.3 billion that currently support its commercial paper program and issuances of letters of credit. 
See EXELON CORPORATION — Liquidity and Capital Resources and Note 1316 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements of this Form 10-K for additional information.
Capital resources are used primarily to fund Generation’s capital requirements, including construction expenditures, retire debt, pay dividends, fund pension and other postretirement benefit obligations and invest in new and existing ventures. Generation spends a significant amount of cash on capital improvements and construction projects that have a long-term return on investment.
Cash Flows from Operating Activities
A discussion of items pertinent to Generation’s cash flows from operating activities is set forth under Cash Flows from Operating Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.
Cash Flows from Investing Activities
A discussion of items pertinent to Generation’s cash flows from investing activities is set forth under Cash Flows from Investing Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.

Cash Flows from Financing Activities


A discussion of items pertinent to Generation’s cash flows from financing activities is set forth under Cash Flows from Financing Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.
Credit Matters
A discussion of credit matters pertinent to Generation is set forth under Credit Matters in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.
Contractual Obligations and Off-Balance Sheet Arrangements
A discussion of Generation’s contractual obligations, commercial commitments and off-balance sheet arrangements is set forth under Contractual Obligations and Off-Balance Sheet Arrangements in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. 
Critical Accounting Policies and Estimates
See All Registrants — Critical Accounting Policies and Estimates above for a discussion of Generation’s critical accounting policies and estimates. 
New Accounting Pronouncements
See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements.
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Generation
Generation is exposed to market risks associated with commodity price, credit, interest rates and equity price. These risks are described above under Quantitative and Qualitative Disclosures about Market Risk — Exelon.


ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ComEd
General
ComEd operates in a single business segment and its operations consist of the purchase and regulated retail sale of electricity and the provision of distribution and transmission services to retail customers in northern Illinois, including the City of Chicago. This segment is discussed in further detail in ITEM 1. BUSINESS—ComEd of this Form 10-K.
Executive Overview
A discussion of items pertinent to ComEd’s executive overview is set forth under EXELON CORPORATION—Executive Overview of this Form 10-K.
Results of Operations
Year Ended December 31, 20182019 Compared to Year Ended December 31, 2017 and Year Ended December 31, 2017 Compared to Year Ended December 31, 20162018
A discussion of ComEd’s results of operations for 20182019 compared to 2017 and for 2017 compared to 20162018 is set forth under Results of Operations—ComEd in EXELON CORPORATION — Results of Operations of this Form 10-K.
Liquidity and Capital Resources
ComEd’s business is capital intensive and requires considerable capital resources. ComEd’s capital resources are primarily provided by internally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt, commercial paper or credit facility borrowings. ComEd’s access to external financing at reasonable terms is dependent on its credit ratings and general business conditions, as well as that of the utility industry in general. At December 31, 2018,2019, ComEd had access to a revolving credit facility with aggregate bank commitments of $1 billion.
See EXELON CORPORATION — Liquidity and Capital Resources and Note 1316 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements of this Form 10-K for additional information.
Capital resources are used primarily to fund ComEd’s capital requirements, including construction expenditures, retire debt, pay dividends, fund pension and other postretirement benefit obligations and invest in new and existing ventures. ComEd spends a significant amount of cash on capital improvements and construction projects that have a long-term return on investment. Additionally, ComEd operates in rate-regulated environments in which the amount of new investment recovery may be limited and where such recovery takes place over an extended period of time.
Cash Flows from Operating Activities
A discussion of items pertinent to ComEd’s cash flows from operating activities is set forth under Cash Flows from Operating Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.
Cash Flows from Investing Activities
A discussion of items pertinent to ComEd’s cash flows from investing activities is set forth under Cash Flows from Investing Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.
Cash Flows from Financing Activities
A discussion of items pertinent to ComEd’s cash flows from financing activities is set forth under Cash Flows from Financing Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.


Credit Matters
A discussion of credit matters pertinent to ComEd is set forth under Credit Matters in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.
Contractual Obligations and Off-Balance Sheet Arrangements
A discussion of ComEd’s contractual obligations, commercial commitments and off-balance sheet arrangements is set forth under Contractual Obligations and Off-Balance Sheet Arrangements in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.
Critical Accounting Policies and Estimates
See All Registrants — Critical Accounting Policies and Estimates above for a discussion of ComEd’s critical accounting policies and estimates.
New Accounting Pronouncements
See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements.
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ComEd
ComEd is exposed to market risks associated with commodity price credit and interest rates.credit. These risks are described above under Quantitative and Qualitative Disclosures about Market Risk— Exelon.


ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PECO
General
PECO operates in a single business segment and its operations consist of the purchase and regulated retail sale of electricity and the provision of distribution and transmission services in southeastern Pennsylvania including the City of Philadelphia, and the purchase and regulated retail sale of natural gas and the provision of distribution service in Pennsylvania in the counties surrounding the City of Philadelphia. This segment is discussed in further detail in ITEM 1. BUSINESS—PECO of this Form 10-K.
Executive Overview
A discussion of items pertinent to PECO’s executive overview is set forth under EXELON CORPORATION—Executive Overview of this Form 10-K.
Results of Operations
Year Ended December 31, 20182019 Compared to Year Ended December 31, 2017 and Year Ended December 31, 2017 Compared to Year Ended December 31, 2016 2018
A discussion of PECO’s results of operations for 20182019 compared to 2017 and for 2017 compared to 20162018 is set forth under Results of Operations—PECO in EXELON CORPORATION — Results of Operations of this Form 10-K.
Liquidity and Capital Resources
PECO’s business is capital intensive and requires considerable capital resources. PECO’s capital resources are primarily provided by internally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt, commercial paper or participation in the intercompany money pool. PECO’s access to external financing at reasonable terms is dependent on its credit ratings and general business conditions, as well as that of the utility industry in general. If these conditions deteriorate to where PECO no longer has access to the capital markets at reasonable terms, PECO has access to a revolving credit facility. At December 31, 2018,2019, PECO had access to a revolving credit facility with aggregate bank commitments of $600 million.
See EXELON CORPORATION — Liquidity and Capital Resources and Note 1316 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements of this Form 10-K for additional information.
Capital resources are used primarily to fund PECO’s capital requirements, including construction expenditures, retire debt, pay dividends, fund pension and other postretirement benefit obligations and invest in new and existing ventures. PECO spends a significant amount of cash on capital improvements and construction projects that have a long-term return on investment. Additionally, PECO operates in a rate-regulated environment in which the amount of new investment recovery may be limited and where such recovery takes place over an extended period of time.
Cash Flows from Operating Activities
A discussion of items pertinent to PECO’s cash flows from operating activities is set forth under Cash Flows from Operating Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.
Cash Flows from Investing Activities
A discussion of items pertinent to PECO’s cash flows from investing activities is set forth under Cash Flows from Investing Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.

Cash Flows from Financing Activities
A discussion of items pertinent to PECO’s cash flows from financing activities is set forth under Cash Flows from Financing Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.


Credit Matters
A discussion of credit matters pertinent to PECO is set forth under Credit Matters in “EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.
Contractual Obligations and Off-Balance Sheet Arrangements
A discussion of PECO’s contractual obligations, commercial commitments and off-balance sheet arrangements is set forth under Contractual Obligations and Off-Balance Sheet Arrangements in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. 
Critical Accounting Policies and Estimates
See All Registrants — Critical Accounting Policies and Estimates above for a discussion of PECO’s critical accounting policies and estimates.
New Accounting Pronouncements
See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements.
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
PECO
PECO is exposed to market risks associated with credit and interest rates. These risks are described above under Quantitative and Qualitative Disclosures about Market Risk—Exelon.


ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BGE
General
BGE operates in a single business segment and its operations consist of the purchase and regulated retail sale of electricity and the provision of distribution and transmission services in central Maryland, including the City of Baltimore, and the purchase and regulated retail sale of natural gas and the provision of distribution service in central Maryland, including the City of Baltimore. This segment is discussed in further detail in ITEM 1. BUSINESS—BGE of this Form 10-K.
Executive Overview
A discussion of items pertinent to BGE’s executive overview is set forth under EXELON CORPORATION — Executive Overview of this Form 10-K.
Results of Operations
Year Ended December 31, 20182019 Compared to Year Ended December 31, 2017 and Year Ended December 31, 2017 Compared to Year Ended December 31, 20162018
A discussion of BGE’s results of operations for 20182019 compared to 2017 and for 2017 compared to 20162018 is set forth under Results of Operations—BGE in EXELON CORPORATION — Results of Operations of this Form 10-K.
Liquidity and Capital Resources
BGE’s business is capital intensive and requires considerable capital resources. BGE’s capital resources are primarily provided by internally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt or commercial paper. BGE’s access to external financing at reasonable terms is dependent on its credit ratings and general business conditions, as well as that of the utility industry in general. If these conditions deteriorate to where BGE no longer has access to the capital markets at reasonable terms, BGE has access to a revolving credit facility. At December 31, 2018,2019, BGE had access to a revolving credit facility with aggregate bank commitments of $600 million.
See EXELON CORPORATION — Liquidity and Capital Resources and Note 1316 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements of this Form 10-K for additional information.
Capital resources are used primarily to fund BGE’s capital requirements, including construction expenditures, retire debt, pay dividends, fund pension and other postretirement benefit obligations and invest in new and existing ventures. BGE spends a significant amount of cash on capital improvements and construction projects that have a long-term return on investment. Additionally, BGE operates in a rate-regulated environment in which the amount of new investment recovery may be limited and where such recovery takes place over an extended period of time.
Cash Flows from Operating Activities
A discussion of items pertinent to BGE’s cash flows from operating activities is set forth under Cash Flows from Operating Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.
Cash Flows from Investing Activities
A discussion of items pertinent to BGE’s cash flows from investing activities is set forth under “Cash Flows from Investing Activities” in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.
Cash Flows from Financing Activities
A discussion of items pertinent to BGE’s cash flows from financing activities is set forth under “Cash Flows from Financing Activities” in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.


Credit Matters
A discussion of credit matters pertinent to BGE is set forth under Credit Matters in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. 
Contractual Obligations and Off-Balance Sheet Arrangements
A discussion of BGE’s contractual obligations, commercial commitments and off-balance sheet arrangements is set forth under Contractual Obligations and Off-Balance Sheet Arrangements in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. 
Critical Accounting Policies and Estimates
See All Registrants — Critical Accounting Policies and Estimates above for a discussion of BGE’s critical accounting policies and estimates. 
New Accounting Pronouncements
See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements.
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
BGE
BGE is exposed to market risks associated with credit and interest rates. These risks are described above under Quantitative and Qualitative Disclosures about Market Risk—Exelon.


ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PHI
General
PHI has three reportable segments Pepco, DPL, and ACE. Its operations consist of the purchase and regulated retail sale of electricity and the provision of distribution and transmission services, and to a lesser extent, the purchase and regulated retail sale and supply of natural gas in Delaware. This segment is discussed in further detail in ITEM 1. BUSINESS — PHI of this Form 10-K.
Executive Overview
A discussion of items pertinent to PHI’s executive overview is set forth under EXELON CORPORATION — Executive Overview of this Form 10-K.
Results of Operations
Successor Period Year Ended December 31, 20182019 Compared to Year Ended December 31, 2017, Successor Period of March 24, 2016 to December 31, 2016 and Predecessor Period of January 1, 2016 to March 23, 20162018
A discussion of PHI’s results of operations for 20182019 compared to 2017, March 24, 2016 to December 31, 2016 and January 1, 2016 to March 23, 20162018 is set forth under Results of Operations—PHI in EXELON CORPORATION — Results of Operations of this Form 10-K.
Liquidity and Capital Resources
PHI’s business is capital intensive and requires considerable capital resources. PHI’s capital resources are primarily provided by internally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt or commercial paper, borrowings from the Exelon money pool or capital contributions from Exelon. PHI’s access to external financing at reasonable terms is dependent on its credit ratings and general business conditions, as well as that of the utility industry in general.
See EXELON CORPORATION — Liquidity and Capital Resources and Note 1316 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements of this Form 10-K for additional information.
Capital resources are used primarily to fund PHI’s capital requirements, including construction expenditures, retire debt, pay dividends, fund pension and other postretirement benefit obligations and invest in new and existing ventures. PHI spends a significant amount of cash on capital improvements and construction projects that have a long-term return on investment.
Cash Flows from Operating Activities
A discussion of items pertinent to PHI’s cash flows from operating activities is set forth under Cash Flows from Operating Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.
Cash Flows from Investing Activities
A discussion of items pertinent to PHI’s cash flows from investing activities is set forth under “Cash Flows from Investing Activities” in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.
Cash Flows from Financing Activities
A discussion of items pertinent to PHI’s cash flows from financing activities is set forth under “Cash Flows from Financing Activities” in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.




Credit Matters
A discussion of credit matters pertinent to PHI is set forth under Credit Matters in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. 
Contractual Obligations and Off-Balance Sheet Arrangements
A discussion of PHI’s contractual obligations, commercial commitments and off-balance sheet arrangements is set forth under Contractual Obligations and Off-Balance Sheet Arrangements in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.
Critical Accounting Policies and Estimates
See All Registrants — Critical Accounting Policies and Estimates above for a discussion of PHI’s critical accounting policies and estimates.
New Accounting Pronouncements
See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements.
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
PHI
PHI is exposed to market risks associated with commodity price, credit and interest rates. These risks are described above under Quantitative and Qualitative Disclosures about Market Risk — Exelon.


ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Pepco
General
Pepco operates in a single business segment and its operations consist of the purchase and regulated retail sale of electricity and the provision of distribution and transmission services to retail customers in District of Columbia and major portions of Prince George’s County and Montgomery County in Maryland. This segment is discussed in further detail in ITEM 1. BUSINESS — Pepco of this Form 10-K.
Executive Overview
A discussion of items pertinent to Pepco’s executive overview is set forth under EXELON CORPORATION — Executive Overview of this Form 10-K. 
Results of Operations
Year Ended December 31, 20182019 Compared to Year Ended December 31, 2017 and Year Ended December 31, 2017 Compared to Year Ended December 31, 20162018
A discussion of Pepco’s results of operations for 20182019 compared to 2017 and for 2017 compared to 20162018 is set forth under Results of Operations—Pepco in EXELON CORPORATION — Results of Operations of this Form 10-K.
Liquidity and Capital Resources
Pepco’s business is capital intensive and requires considerable capital resources. Pepco’s capital resources are primarily provided by internally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt, commercial paper or credit facility borrowings. Pepco’s access to external financing at reasonable terms is dependent on its credit ratings and general business conditions, as well as that of the utility industry in general. At December 31, 2018,2019, Pepco had access to a revolving credit facility with aggregate bank commitments of $300 million.
See EXELON CORPORATION — Liquidity and Capital Resources and Note 1316 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements of this Form 10-K for additional information.
Capital resources are used primarily to fund Pepco’s capital requirements, including construction expenditures, retire debt, pay dividends, fund pension and other postretirement benefit obligations and invest in new and existing ventures. Pepco spends a significant amount of cash on capital improvements and construction projects that have a long-term return on investment. Additionally, Pepco operates in rate-regulated environments in which the amount of new investment recovery may be limited and where such recovery takes place over an extended period of time. 
Cash Flows from Operating Activities
A discussion of items pertinent to Pepco’s cash flows from operating activities is set forth under Cash Flows from Operating Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.
Cash Flows from Investing Activities
A discussion of items pertinent to Pepco’s cash flows from investing activities is set forth under Cash Flows from Investing Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.
Cash Flows from Financing Activities
A discussion of items pertinent to Pepco’s cash flows from financing activities is set forth under Cash Flows from Financing Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.


Credit Matters
A discussion of credit matters pertinent to Pepco is set forth under Credit Matters in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. 
Contractual Obligations and Off-Balance Sheet Arrangements
A discussion of Pepco’s contractual obligations, commercial commitments and off-balance sheet arrangements is set forth under Contractual Obligations and Off-Balance Sheet Arrangements in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. 
Critical Accounting Policies and Estimates
See All Registrants — Critical Accounting Policies and Estimates above for a discussion of Pepco’s critical accounting policies and estimates.
New Accounting Pronouncements
See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements.
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Pepco
Pepco is exposed to market risks associated with credit and interest rates. These risks are described above under Quantitative and Qualitative Disclosures about Market Risk— Exelon.


ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
DPL
General
DPL operates in a single business segment and its operations consist of the purchase and regulated retail sale of electricity and the provision of distribution and transmission services in portions of Maryland and Delaware, and the purchase and regulated retail sale and supply of natural gas in New Castle County, Delaware. This segment is discussed in further detail in ITEM 1. BUSINESS — DPL of this Form 10-K.
Executive Overview
A discussion of items pertinent to DPL’s executive overview is set forth under EXELON CORPORATION — Executive Overview of this Form 10-K.
Results of Operations
Year Ended December 31, 20182019 Compared to Year Ended December 31, 2017 and Year Ended December 31, 2017 Compared to Year Ended December 31, 20162018
A discussion of DPL’s results of operations for 20182019 compared to 2017 and for 2017 compared to 20162018 is set forth under Results of Operations—DPL in EXELON CORPORATION — Results of Operations of this Form 10-K.
Liquidity and Capital Resources
DPL’s business is capital intensive and requires considerable capital resources. DPL’s capital resources are primarily provided by internally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt or commercial paper. DPL’s access to external financing at reasonable terms is dependent on its credit ratings and general business conditions, as well as that of the utility industry in general. If these conditions deteriorate to where DPL no longer has access to the capital markets at reasonable terms, DPL has access to a revolving credit facility. At December 31, 2018,2019, DPL had access to a revolving credit facility with aggregate bank commitments of $300 million.
See EXELON CORPORATION — Liquidity and Capital Resources and Note 1316 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements of this Form 10-K for additional information.
Capital resources are used primarily to fund DPL’s capital requirements, including construction expenditures, retire debt, pay dividends, fund pension and other postretirement benefit obligations and invest in new and existing ventures. DPL spends a significant amount of cash on capital improvements and construction projects that have a long-term return on investment. Additionally, DPL operates in a rate-regulated environment in which the amount of new investment recovery may be limited and where such recovery takes place over an extended period of time. 
Cash Flows from Operating Activities
A discussion of items pertinent to DPL’s cash flows from operating activities is set forth under Cash Flows from Operating Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.
Cash Flows from Investing Activities
A discussion of items pertinent to DPL’s cash flows from investing activities is set forth under Cash Flows from Investing Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.
Cash Flows from Financing Activities
A discussion of items pertinent to DPL’s cash flows from financing activities is set forth under Cash Flows from Financing Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.


Credit Matters
A discussion of credit matters pertinent to DPL is set forth under Credit Matters in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K. 
Contractual Obligations and Off-Balance Sheet Arrangements
A discussion of DPL’s contractual obligations, commercial commitments and off-balance sheet arrangements is set forth under Contractual Obligations and Off-Balance Sheet Arrangements in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.
Critical Accounting Policies and Estimates
See All Registrants — Critical Accounting Policies and Estimates above for a discussion of DPL’s critical accounting policies and estimates.
New Accounting Pronouncements
See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements.
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
DPL
DPL is exposed to market risks associated with commodity price, credit and interest rates. These risks are described above under Quantitative and Qualitative Disclosures about Market Risk—Exelon.


ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ACE
General
ACE operates in a single business segment and its operations consist of the purchase and regulated retail sale of electricity and the provision of distribution and transmission services to retail customers in portions of southern New Jersey. This segment is discussed in further detail in ITEM 1. BUSINESS — ACE of this Form 10-K.
Executive Overview
A discussion of items pertinent to ACE’s executive overview is set forth under EXELON CORPORATION — Executive Overview of this Form 10-K.
Results of Operations
Year Ended December 31, 20182019 Compared to Year Ended December 31, 2017 and Year Ended December 31, 2017 Compared to Year Ended December 31, 20162018
A discussion of ACE’s results of operations for 20182019 compared to 2017 and for 2017 compared to 20162018 is set forth under Results of Operations—ACE in EXELON CORPORATION — Results of Operations of this Form 10-K.
Liquidity and Capital Resources
ACE’s business is capital intensive and requires considerable capital resources. ACE’s capital resources are primarily provided by internally generated cash flows from operations and, to the extent necessary, external financing, including the issuance of long-term debt, commercial paper or credit facility borrowings. ACE’s access to external financing at reasonable terms is dependent on its credit ratings and general business conditions, as well as that of the utility industry in general. At December 31, 2018,2019, ACE had access to a revolving credit facility with aggregate bank commitments of $300 million.
See EXELON CORPORATION — Liquidity and Capital Resources and Note 1316 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements of this Form 10-K for additional information.
Capital resources are used primarily to fund ACE’s capital requirements, including construction expenditures, retire debt, pay dividends, fund pension and other postretirement benefit obligations and invest in new and existing ventures. ACE spends a significant amount of cash on capital improvements and construction projects that have a long-term return on investment. Additionally, ACE operates in rate-regulated environments in which the amount of new investment recovery may be limited and where such recovery takes place over an extended period of time.
Cash Flows from Operating Activities
A discussion of items pertinent to ACE’s cash flows from operating activities is set forth under Cash Flows from Operating Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.
Cash Flows from Investing Activities
A discussion of items pertinent to ACE’s cash flows from investing activities is set forth under Cash Flows from Investing Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.
Cash Flows from Financing Activities
A discussion of items pertinent to ACE’s cash flows from financing activities is set forth under Cash Flows from Financing Activities in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.


Credit Matters
A discussion of credit matters pertinent to ACE is set forth under Credit Matters in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.
Contractual Obligations and Off-Balance Sheet Arrangements
A discussion of ACE’s contractual obligations, commercial commitments and off-balance sheet arrangements is set forth under Contractual Obligations and Off-Balance Sheet Arrangements in EXELON CORPORATION — Liquidity and Capital Resources of this Form 10-K.
Critical Accounting Policies and Estimates
See All Registrants — Critical Accounting Policies and Estimates above for a discussion of ACE’s critical accounting policies and estimates.
New Accounting Pronouncements
See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements for information regarding new accounting pronouncements.
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ACE
ACE is exposed to market risks associated with credit and interest rates. These risks are described above under Quantitative and Qualitative Disclosures about Market Risk— Exelon.


ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Management’s Report on Internal Control Over Financial Reporting
The management of Exelon Corporation (Exelon) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
Exelon’s management conducted an assessment of the effectiveness of Exelon’s internal control over financial reporting as of December 31, 2018.2019. In making this assessment, management used the criteria in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, Exelon’s management concluded that, as of December 31, 2018,2019, Exelon’s internal control over financial reporting was effective.
 
The effectiveness of Exelon’s internal control over financial reporting as of December 31, 2018,2019, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
 
February 8, 201911, 2020


Management’s Report on Internal Control Over Financial Reporting
 
The management of Exelon Generation Company, LLC (Generation) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
Generation’s management conducted an assessment of the effectiveness of Generation’s internal control over financial reporting as of December 31, 2018.2019. In making this assessment, management used the criteria in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, Generation’s management concluded that, as of December 31, 2018,2019, Generation’s internal control over financial reporting was effective.
The effectiveness of Generation’s internal control over financial reporting as of December 31, 2018, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
 
February 8, 201911, 2020


Management’s Report on Internal Control Over Financial Reporting
 
The management of Commonwealth Edison Company (ComEd) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
ComEd’s management conducted an assessment of the effectiveness of ComEd’s internal control over financial reporting as of December 31, 2018.2019. In making this assessment, management used the criteria in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, ComEd’s management concluded that, as of December 31, 2018,2019, ComEd’s internal control over financial reporting was effective.
The effectiveness of ComEd’s internal control over financial reporting as of December 31, 2018, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
 
February 8, 201911, 2020


Management’s Report on Internal Control Over Financial Reporting
 
The management of PECO Energy Company (PECO) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
PECO’s management conducted an assessment of the effectiveness of PECO’s internal control over financial reporting as of December 31, 2018.2019. In making this assessment, management used the criteria in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, PECO’s management concluded that, as of December 31, 2018,2019, PECO’s internal control over financial reporting was effective.
The effectiveness of PECO’s internal control over financial reporting as of December 31, 2018, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
 
February 8, 201911, 2020


Management’s Report on Internal Control Over Financial Reporting
 
The management of Baltimore Gas and Electric Company (BGE) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
BGE’s management conducted an assessment of the effectiveness of BGE’s internal control over financial reporting as of December 31, 2018.2019. In making this assessment, management used the criteria in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, BGE’s management concluded that, as of December 31, 2018,2019, BGE’s internal control over financial reporting was effective.
The effectiveness of BGE’s internal control over financial reporting as of December 31, 2018, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
 
February 8, 201911, 2020


Management’s Report on Internal Control Over Financial Reporting
 
The management of Pepco Holdings LLC (PHI) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
PHI’s management conducted an assessment of the effectiveness of PHI’s internal control over financial reporting as of December 31, 2018.2019. In making this assessment, management used the criteria in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, PHI’s management concluded that, as of December 31, 2018,2019, PHI’s internal control over financial reporting was effective.
The effectiveness of PHI’s internal control over financial reporting as of December 31, 2018, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
 
February 8, 201911, 2020




Management’s Report on Internal Control Over Financial Reporting
 
The management of Potomac Electric Power Company (Pepco) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
Pepco’s management conducted an assessment of the effectiveness of Pepco’s internal control over financial reporting as of December 31, 2018.2019. In making this assessment, management used the criteria in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, Pepco’s management concluded that, as of December 31, 2018,2019, Pepco’s internal control over financial reporting was effective.
  
February 8, 201911, 2020






Management’s Report on Internal Control Over Financial Reporting
 
The management of Delmarva Power & Light Company (DPL) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
DPL’s management conducted an assessment of the effectiveness of DPL’s internal control over financial reporting as of December 31, 2018.2019. In making this assessment, management used the criteria in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, DPL’s management concluded that, as of December 31, 2018,2019, DPL’s internal control over financial reporting was effective.
 
February 8, 201911, 2020






Management’s Report on Internal Control Over Financial Reporting
 
The management of Atlantic City Electric Company (ACE) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
ACE’s management conducted an assessment of the effectiveness of ACE’s internal control over financial reporting as of December 31, 2018.2019. In making this assessment, management used the criteria in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, ACE’s management concluded that, as of December 31, 2018,2019, ACE’s internal control over financial reporting was effective.
 
February 8, 201911, 2020






Report of Independent Registered Public Accounting Firm
To theBoard of Directors and Shareholders of Exelon Corporation


Opinions on the Financial Statements and Internal Control over Financial Reporting


We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(1)(i), and the financial statement schedules listed in the index appearing under Item 15(a)(1)(ii), of Exelon Corporation and its subsidiaries (the "Company"“Company”) (collectively referred to as the “consolidated financial statements”).We also have audited the Company's internal control over financial reporting as of December 31, 2018,2019, based on criteria established in Internal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).


In our opinion, the consolidatedfinancial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and 2017, and the results of itsoperations and itscash flows for each of the three years in the period ended December 31, 20182019 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018,2019, based on criteria established in Internal Control - Integrated Framework(2013)issued by the COSO.


Basis for OpinionsChange in Accounting Principle


The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, includedAs discussed in Management’s Report on Internal Control Over Financial Reporting appearing under Item 8.  Our responsibility isNote 1 to express opinions on the Company’s consolidatedfinancial statements and on the Company's internal control over financial reporting based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.  

Our audits of the consolidatedfinancial statements included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidatedfinancial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidatedfinancial statements.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 8, 2019

We have served as the Company’s auditor since 2000.





Report of Independent Registered Public Accounting Firm

To theBoard of Directors and Member of Exelon Generation Company, LLC

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(2)(i), and the financial statement schedule listed in the index appearing under Item 15(a)(2)(ii), of Exelon Generation Company, LLC and its subsidiaries (the "Company") (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  

In our opinion, the consolidatedfinancial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, andchanged the results of itsoperations and itscash flowsmanner in which it accounts for each of the three yearsleases in the period ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework(2013)issued by the COSO.2019.


Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 8.  Our responsibility is to express opinions on the Company’s consolidatedfinancial statements and on the Company's internal control over financial reporting based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.  

Our audits of the consolidatedfinancial statements included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidatedfinancial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidatedfinancial statements.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP
Baltimore, Maryland
February 8, 2019

We have served as the Company’s auditor since 2001.




Report of Independent Registered Public Accounting Firm

To theBoard of Directors and Shareholders of Commonwealth Edison Company

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(3)(i), and the financial statement schedule listed in the index appearing under Item 15(a)(3)(ii), of Commonwealth Edison Company and its subsidiaries (the "Company") (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  

In our opinion, the consolidatedfinancial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of itsoperations and itscash flows for each of the three years in the period ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework(2013)issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 8.  Our responsibility is to express opinions on the Company’s consolidatedfinancial statements and on the Company's internal control over financial reporting based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.  

Our audits of the consolidatedfinancial statements included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidatedfinancial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidatedfinancial statements.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 8, 2019

We have served as the Company’s auditor since 2000.



Report of Independent Registered Public Accounting Firm

To theBoard of Directors and Shareholder of PECO Energy Company

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(4)(i), and the financial statement schedule listed in the index appearing under Item 15(a)(4)(ii), of PECO Energy Company and its subsidiaries (the "Company") (collectively referred to as the “consolidated financial statements”).We also have audited the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  

In our opinion, the consolidatedfinancial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of itsoperations and itscash flows for each of the three years in the period ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework(2013)issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 8.  Our responsibility is to express opinions on the Company’s consolidatedfinancial statements and on the Company's internal control over financial reporting based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.  

Our audits of the consolidatedfinancial statements included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidatedfinancial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidatedfinancial statements.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 8, 2019

We have served as the Company’s auditor since 1932.




Report of Independent Registered Public Accounting Firm

To theBoard of Directors and Shareholder of Baltimore Gas and Electric Company

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(5)(i), and the financial statement schedule listed in the index appearing under Item 15(a)(5)(ii), of Baltimore Gas and Electric Company and its subsidiaries (the "Company") (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  

In our opinion, the consolidatedfinancial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of itsoperations and itscash flows for each of the three years in the period ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework(2013)issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 8. Our responsibility is to express opinions on the Company’s consolidatedfinancial statements and on the Company's internal control over financial reporting based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.  

Our audits of the consolidatedfinancial statements included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidatedfinancial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidatedfinancial statements.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP
Baltimore, Maryland
February 8, 2019

We have served as the Company’s auditor since at least 1993. We have not been able to determine the specific year we began serving as auditor of the Company.



Report of Independent Registered Public Accounting Firm

To theBoard of Directors and Member of Pepco Holdings LLC

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(6)(i), and the financial statement schedule listed in the index appearing under Item 15(a)(6)(iii), of Pepco Holdings LLC and its subsidiaries (Successor) (the "Company") (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  

In our opinion, the consolidatedfinancial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of itsoperations and itscash flows for each of the two years in the period ended December 31, 2018 and for the period from March 24, 2016 to December 31, 2016 in conformity with accounting principles generally accepted in the United States of America.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework(2013)issued by the COSO.

Basis for Opinions


The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 8. Our responsibility is to express opinions on the Company’s consolidatedfinancial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.


Our audits of the consolidatedfinancial statements included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidatedfinancial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidatedfinancial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.


Definition and Limitations of Internal Control over Financial Reporting


A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,


accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated beloware mattersarising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to theconsolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 

Annual Nuclear Decommissioning Asset Retirement Obligations (ARO) Assessment

As described in Notes 1 and 9 to the consolidated financial statements, Exelon Generation has a legal obligation to decommission its nuclear generation stations following the expiration of their operating licenses. To estimate its decommissioning obligation related to its nuclear generating stations for financial accounting and reporting purposes, management uses a probability-weighted cash flow model, which on a unit-by-unit basis, considers multiple scenarios that include significant estimates and assumptions such as decommissioning cost studies, cost escalation rates, probabilistic cash flow models and discount rates. Management updates its ARO annually, unless circumstances warrant more frequent updates, based on its review of updated cost studies and its annual evaluation of cost escalation factors and probabilities assigned to various scenarios. As of December 31, 2019, the nuclear decommissioning asset retirement obligation was approximately $10.5 billion.

The principal considerations for our determination that performing procedures relating to Exelon Generation’s annual ARO assessment is a critical audit matter are there was a significant amount of judgment by management when estimating its decommissioning obligation. This in turn led to significant auditor judgment, subjectivity, and effort in performing procedures to evaluate management’s cash flow model and significant assumptions, including the decommissioning cost studies. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in evaluating the audit evidence obtained from these procedures.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s development of the inputs, assumptions, and model used in management’s ARO assessment. These procedures also included, among others, testing management’s process for developing the ARO estimates by evaluating the appropriateness of the cash flow model, testing the completeness and accuracy of data used by management, and evaluating the reasonableness of management’s significant assumptions, including decommissioning cost studies. Professionals with specialized skill and knowledge were used to assist in evaluating the results of decommissioning cost studies.

Impairment Assessment of Long-Lived Generation Assets

As described in Notes 1 and 11 to the consolidated financial statements, Exelon Generation evaluates the carrying value of long-lived assets or asset groups for recoverability whenever events or changes in circumstances indicate that the carrying value of those assets may not be recoverable. Indicators of impairment may include a deteriorating business climate, including, but not limited to, declines in energy prices, condition of the asset, or plans to dispose of a long-lived asset significantly before the end of its useful life. Management determines if long-lived assets and asset groups are impaired by comparing the undiscounted expected future


cash flows to the carrying value. When the undiscounted cash flow analysis indicates a long-lived asset or asset group is not recoverable, the amount of the impairment loss is determined by measuring the excess of the carrying amount of the long-lived asset or asset group over its fair value. The undiscounted expected future cash flows include significant unobservable inputs including revenue and generation forecasts and projected capital and maintenance expenditures. As of December 31, 2019, the total carrying value of long-lived generation assets subject to this evaluation was approximately $24.2 billion.

The principal considerations for our determination that performing procedures relating to Exelon Generation’s impairment assessment of long-lived generation assets is a critical audit matter are there was a significant amount of judgment by management in assessing the recoverability of these assets or asset groups. This in turn led to significant auditor judgment, subjectivity and effort in performing procedures to evaluate the audit evidence related to the reasonableness of management’s significant assumptions used in management's estimates, including revenue and generation forecasts. In addition, the audit effort involved the use of professionals with specialized skills and knowledge to assist in evaluating the audit evidence obtained from these procedures.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s development of the inputs, assumptions, and model used to estimate the recoverability of Exelon Generation’s long-lived generation assets or asset groups. These procedures also included, among others, testing management’s process for developing undiscounted expected future cash flows for long-lived generation assets by evaluating the appropriateness of the future cash flow model, testing the completeness and accuracy of the data used by management, and evaluating the reasonableness of management’s significant assumptions, including revenue and generation forecasts. Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of revenue forecasts.

Level 3 Derivatives Significant Assumptions

As described in Notes 1, 15 and 17 to the consolidated financial statements, Exelon Generation has derivative instruments that include both observable and unobservable inputs. When valuing Level 3 derivatives, management utilizes various inputs and assumptions including forward commodity prices, commodity price volatility, contractual volumes, delivery location, interest rates, credit quality of counterparties and credit enhancements. Those derivatives with significant unobservable inputs are classified as Level 3. As of December 31, 2019, the Company had a level 3 fair value derivative asset position of $957 million and a level 3 fair value derivative liability position of $140 million.

The principal considerations for our determination that performing procedures relating to the significant assumptions used to value Exelon Generation’s Level 3 derivatives is a critical audit matter are there was a significant amount of judgment by management in determining the inputs and assumptions used to estimate the fair value of the Level 3 derivatives. This in turn led to significant auditor judgment, subjectivity, and effort in performing procedures to evaluate audit evidence related to the reasonableness of management’s significant assumptions used in management’s estimates, including forward commodity prices. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in evaluating the audit evidence obtained from these procedures.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s development of the inputs, assumptions, and model used to estimate the fair value of Level 3 derivatives. These procedures also included, among others, testing management’s process for valuing the Level 3 derivatives by evaluating the appropriateness of management’s model, testing the completeness and accuracy of data used by management, and evaluating the reasonableness of management’s significant assumptions, including forward commodity prices. Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of forward commodity prices.

Accounting for the Effects of Rate Regulation

As described in Notes 1 and 3 to the consolidated financial statements, the Company applies the authoritative guidance for accounting for certain types of regulation, which requires management to record in their consolidated financial statements the effects of cost-based rate regulation for entities with regulated operations


that meet the following criteria, (i) rates are established or approved by a third-party regulator; (ii) rates are designed to recover the entity’s cost of providing services or products; and (iii) there is a reasonable expectation that rates designed to recover costs can be charged to and collected from customers. The Company accounts for its regulated operations in accordance with regulatory and legislative guidance from the regulatory authorities having jurisdiction under state public utility laws and the FERC under various Federal laws. Upon updates in material regulatory and legislative proceedings, where applicable, management will record new regulatory assets or liabilities and will assess whether it is probable that its currently recorded regulatory assets and liabilities will be recovered and settled, respectively, in future rates. As of December 31, 2019, there were $9.5 billion of regulatory assets and $10.4 billion of regulatory liabilities.

The principal considerations for our determination that performing procedures relating to accounting for the effects of rate regulation is a critical audit matter are there was a significant amount of judgment by management when assessing the impact of updates in regulation on accounting for new and existing regulatory assets and liabilities and the evaluation of whether the regulatory assets and liabilities will be recovered and settled, respectively. This in turn led to significant auditor judgment and audit effort to perform procedures relating to the accounting for the impact of regulatory and legislative proceedings on new and existing regulatory assets and liabilities.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the implementation of new regulatory matters and evaluation of existing regulatory assets and liabilities. These procedures also included, among others, obtaining the Company’s correspondence with regulators, evaluating the reasonableness of management’s judgments regarding new and updated regulatory guidance and proceedings and the related accounting implications, and calculating regulatory assets and liabilities based on provisions and formulas outlined in rate orders and other correspondence with regulators.



/s/ PricewaterhouseCoopers LLP
Washington, DCChicago, Illinois
February 8, 201911, 2020


We have served as the Company’s auditor since 2001.2000.  






















































Report of Independent Registered Public Accounting Firm


To theBoard of Directors and Member of Pepco HoldingsExelon Generation Company, LLC
In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(6)(ii) present fairly, in all material respects, the results of operations and cash flows of Pepco Holdings LLC and its subsidiaries (formerly Pepco Holdings, Inc.) (Predecessor) for the period January 1, 2016 to March 23, 2016 in conformity with accounting principles generally accepted in the United States of America.  In addition, in our opinion, the financial statement schedule for the period January 1, 2016 to March 23, 2016 listed in the index appearing under Item 15(a)(6)(iv) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit.  We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.


/s/ PricewaterhouseCoopers LLP
Washington, DC
February 13, 2017





























Report of Independent Registered Public Accounting Firm

Tothe Board of Directors and Shareholder of Potomac Electric Power Company


Opinion on the Financial Statements


We have audited the financial statements, including the related notes, as listed in the index appearing under Item 15(a)(7)(i), and the financial statement schedule listed in the index appearing under Item 15(a)(7)(ii), of Potomac Electric Power Company (the "Company") (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Companyas of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018in conformity with accounting principles generally accepted in the United States of America.  

Basis for Opinion

Thesefinancial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on the Company’s financial statements based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of thesefinancial statements in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of thefinancial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in thefinancial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of thefinancial statements.  We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
Washington, DC
February 8, 2019

We have served as the Company's auditor since at least 1993. We have not been able to determine the specific year we began serving as auditor of the Company.


Report of Independent Registered Public Accounting Firm

Tothe Board of Directors and Shareholder of Delmarva Power & Light Company

Opinion on the Financial Statements

We have audited the financial statements, including the related notes, as listed in the index appearing under Item 15(a)(8)(i), and the financial statement schedule listed in the index appearing under Item 15(a)(8)(ii), of Delmarva Power & Light Company (the "Company") (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Companyas of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018in conformity with accounting principles generally accepted in the United States of America.  

Basis for Opinion

Thesefinancial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on the Company’s financial statements based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of thesefinancial statements in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of thefinancial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in thefinancial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of thefinancial statements.  We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
Washington, DC
February 8, 2019

We have served as the Company's auditor since at least 1993. We have not been able to determine the specific year we began serving as auditor of the Company.





Report of Independent Registered Public Accounting Firm

Tothe Board of Directors and Shareholder of Atlantic City Electric Company

Opinion on the Financial Statements

We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(9)(2)(i), and the financial statement schedule listed in the index appearing under Item 15(a)(9)(2)(ii), of Atlantic City ElectricExelon Generation Company, LLC and its subsidiarysubsidiaries (the "Company"“Company”) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Companyas of December 31, 20182019 and 2017,2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 20182019in conformity with accounting principles generally accepted in the United States of America.  


Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.    

Basis for Opinion


These consolidatedfinancial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits of theseconsolidatedfinancial statements in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.


Our audits included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of theconsolidatedfinancial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
Baltimore, Maryland
February 11, 2020

We have served as the Company's auditor since 2001.






Report of Independent Registered Public Accounting Firm

To theBoard of Directors and Shareholders of Commonwealth Edison Company

Opinion on the Financial Statements

We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(3)(i), and the financial statement schedule listed in the index appearing under Item 15(a)(3)(ii), of Commonwealth Edison Company and its subsidiaries (the “Company”) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Companyas of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of theseconsolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of theconsolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of theconsolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 11, 2020

We have served as the Company's auditor since 2000.





Report of Independent Registered Public Accounting Firm

To theBoard of Directors and Shareholder of PECO Energy Company

Opinion on the Financial Statements

We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(4)(i), and the financial statement schedule listed in the index appearing under Item 15(a)(4)(ii), of PECO Energy Company and its subsidiaries (the “Company”) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Companyas of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019in conformity with accounting principles generally accepted in the United States of America.  

Basis for Opinion

Theseconsolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of theseconsolidatedfinancial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of theconsolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidatedfinancial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidatedfinancial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 11, 2020

We have served as the Company's auditor since 1932.






Report of Independent Registered Public Accounting Firm

To theBoard of Directors and Shareholder of Baltimore Gas and Electric Company

Opinion on the Financial Statements

We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(5)(i), and the financial statement schedule listed in the index appearing under Item 15(a)(5)(ii), of Baltimore Gas and Electric Company and its subsidiaries (the “Company”) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Companyas of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019in conformity with accounting principles generally accepted in the United States of America.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.

Basis for Opinion

Theseconsolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of theseconsolidatedfinancial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidatedfinancial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
Baltimore, Maryland
February 11, 2020

We have served as the Company’s auditor since at least 1993. We have not been able to determine the specific year we began serving as auditor of the Company.





Report of Independent Registered Public Accounting Firm

To theBoard of Directors and Member of Pepco Holdings LLC

Opinion on the Financial Statements

We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(6)(i), and the financial statement schedule listed in the index appearing under Item 15(a)(6)(ii), of Pepco Holdings LLC and its subsidiaries (the “Company”) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Companyas of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019in conformity with accounting principles generally accepted in the United States of America.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.      

Basis for Opinion

Theseconsolidated financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of theseconsolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidatedfinancial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of theconsolidated financial statements.  We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
Washington, DC
February 8, 201911, 2020

We have served as the Company's auditor since 2001.












Report of Independent Registered Public Accounting Firm

Tothe Board of Directors and Shareholder of Potomac Electric Power Company

Opinion on the Financial Statements

We have audited the financial statements, including the related notes, as listed in the index appearing under Item 15(a)(7)(i), and the financial statement schedule listed in the index appearing under Item 15(a)(7)(ii), of Potomac Electric Power Company (the “Company”) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Companyas of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019in conformity with accounting principles generally accepted in the United States of America.

Change in Accounting Principle

As discussed in Note 1 to the financial statements, the Company changed the manner in which it accounts for leases in 2019.    

Basis for Opinion

Thesefinancial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on the Company’s financial statements based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of thesefinancial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of thefinancial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in thefinancial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of thefinancial statements.  We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
Washington, DC
February 11, 2020

We have served as the Company's auditor since at least 1993. We have not been able to determine the specific year we began serving as auditor of the Company.





Report of Independent Registered Public Accounting Firm

Tothe Board of Directors and Shareholder of Delmarva Power & Light Company

Opinion on the Financial Statements

We have audited the financial statements, including the related notes, as listed in the index appearing under Item 15(a)(8)(i), and the financial statement schedule listed in the index appearing under Item 15(a)(8)(ii), of Delmarva Power & Light Company (the “Company”) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Companyas of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019in conformity with accounting principles generally accepted in the United States of America.

Change in Accounting Principle

As discussed in Note 1 to the financial statements, the Company changed the manner in which it accounts for leases in 2019.    

Basis for Opinion

Thesefinancial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on the Company’s financial statements based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of thesefinancial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of thefinancial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in thefinancial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of thefinancial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
Washington, DC
February 11, 2020

We have served as the Company's auditor since at least 1993. We have not been able to determine the specific year we began serving as auditor of the Company.






Report of Independent Registered Public Accounting Firm

Tothe Board of Directors and Shareholder of Atlantic City Electric Company

Opinion on the Financial Statements

We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(9)(i), and the financial statement schedule listed in the index appearing under Item 15(a)(9)(ii), of Atlantic City Electric Company and its subsidiary (the “Company”) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Companyas of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019in conformity with accounting principles generally accepted in the United States of America.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.    

Basis for Opinion

These consolidatedfinancial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidatedfinancial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidatedfinancial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidatedfinancial statements.  We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
Washington, DC
February 11, 2020

We have served as the Company's auditor since 1998.









Exelon Corporation and Subsidiary Companies
Consolidated Statements of Operations and Comprehensive Income
For the Years Ended December 31,For the Years Ended December 31,
(In millions, except per share data)2018 2017 20162019 2018 2017
Operating revenues          
Competitive businesses revenues$19,168
 $17,394
 $16,330
$17,754
 $19,168
 $17,394
Rate-regulated utility revenues16,879
 15,964
 14,988
16,839
 16,879
 15,964
Revenues from alternative revenue programs(62) 207
 48
(155) (69) 200
Total operating revenues35,985
 33,565
 31,366
34,438
 35,978
 33,558
Operating expenses          
Competitive businesses purchased power and fuel11,679
 9,668
 8,817
10,849
 11,679
 9,668
Rate-regulated utility purchased power and fuel4,991
 4,367
 3,823
4,648
 4,991
 4,367
Operating and maintenance9,337
 10,025
 9,954
8,615
 9,337
 10,025
Depreciation and amortization4,353
 3,828
 3,936
4,252
 4,353
 3,828
Taxes other than income1,783
 1,731
 1,576
Taxes other than income taxes1,732
 1,783
 1,731
Total operating expenses32,143

29,619

28,106
30,096

32,143

29,619
Gain (loss) on sales of assets and businesses56
 3
 (48)
Gain on sales of assets and businesses31
 56
 3
Bargain purchase gain
 233
 

 
 233
Gain on deconsolidation of business
 213
 
1
 
 213
Operating income3,898

4,395

3,212
4,374

3,891

4,388
Other income and (deductions)          
Interest expense, net(1,529) (1,524) (1,495)(1,591) (1,529) (1,524)
Interest expense to affiliates(25) (36) (41)(25) (25) (36)
Other, net(112) 947
 297
1,227
 (112) 947
Total other income and (deductions)(1,666)
(613)
(1,239)(389)
(1,666)
(613)
Income before income taxes2,232
 3,782
 1,973
3,985
 2,225
 3,775
Income taxes120
 (126) 753
774
 118
 (126)
Equity in losses of unconsolidated affiliates(28) (32) (24)(183) (28) (32)
Net income2,084

3,876

1,196
3,028

2,079

3,869
Net income attributable to noncontrolling interests and preference stock dividends74
 90
 75
Net income attributable to noncontrolling interests92
 74
 90
Net income attributable to common shareholders$2,010

$3,786

$1,121
$2,936

$2,005

$3,779
Comprehensive income, net of income taxes          
Net income$2,084
 $3,876
 $1,196
$3,028
 $2,079
 $3,869
Other comprehensive income (loss), net of income taxes          
Pension and non-pension postretirement benefit plans:          
Prior service benefit reclassified to periodic benefit cost(66) (56) (48)(65) (66) (56)
Actuarial loss reclassified to periodic benefit cost247
 197
 184
149
 247
 197
Pension and non-pension postretirement benefit plan valuation adjustment(143) 10
 (181)(289) (143) 10
Unrealized gain on cash flow hedges12
 3
 2

 12
 3
Unrealized gain on marketable securities
 6
 1

 
 6
Unrealized gain (loss) on investments in unconsolidated affiliates2
 4
 (4)
Unrealized (loss) gain on foreign currency translation(10) 7
 10
Other comprehensive income (loss)42

171

(36)
Unrealized gain on investments in unconsolidated affiliates1
 2
 4
Unrealized gain (loss) on foreign currency translation6
 (10) 7
Other comprehensive income(198)
42

171
Comprehensive income2,126

4,047

1,160
2,830

2,121

4,040
Comprehensive income attributable to noncontrolling interests and preference stock dividends75
 88
 75
Comprehensive income attributable to noncontrolling interests93
 75
 88
Comprehensive income attributable to common shareholders$2,051
 $3,959

$1,085
$2,737
 $2,046

$3,952
          
Average shares of common stock outstanding:          
Basic967
 947
 924
973
 967
 947
Diluted969
 949
 927
Assumed exercise and/or distributions of stock-based awards1
 2
 2
Diluted(a)
974
 969
 949
Earnings per average common share:          
Basic$2.08
 $4.00
 $1.21
$3.02
 $2.07
 $3.99
Diluted$2.07

$3.99
 $1.21
$3.01

$2.07
 $3.98

__________
(a)The number of stock options not included in the calculation of diluted common shares outstanding due to their antidilutive effect was immaterial for the year ended December 31, 2019 and approximately 3 million and 8 million for the years ended December 31, 2018 and 2017, respectively.


See the Combined Notes to Consolidated Financial Statements


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Exelon Corporation and Subsidiary Companies
Consolidated Statements of Cash Flows
For the Years Ended December 31,For the Years Ended December 31,
(In millions)2018 2017 20162019 2018 2017
Cash flows from operating activities          
Net income$2,084
 $3,876
 $1,196
$3,028
 $2,079
 $3,869
Adjustments to reconcile net income to net cash flows provided by operating activities:          
Depreciation, amortization and accretion, including nuclear fuel and energy contract amortization5,971
 5,427
 5,576
5,780
 5,971
 5,427
Impairment losses of long-lived assets, intangibles and regulatory assets50
 573
 306
Asset impairments201
 50
 573
Gain on sales of assets and businesses(27) (56) (3)
Bargain purchase gain
 
 (233)
Gain on deconsolidation of business

 (213) 

 
 (213)
(Gain) loss on sales of assets and businesses(56) (3) 48
Bargain purchase gain
 (233) 
Deferred income taxes and amortization of investment tax credits(106) (362) 656
681
 (108) (362)
Net fair value changes related to derivatives294
 151
 24
222
 294
 151
Net realized and unrealized losses (gains) on NDT funds303
 (616) (229)
Net realized and unrealized (gains) losses on NDT funds(663) 303
 (616)
Other non-cash operating activities1,124
 721
 1,333
613
 1,131
 728
Changes in assets and liabilities:          
Accounts receivable(565) (470) (432)(243) (565) (470)
Inventories(37) (72) 7
(87) (37) (72)
Accounts payable and accrued expenses551
 (388) 771
(425) 551
 (388)
Option premiums (paid) received, net(43) 28
 (66)(29) (43) 28
Collateral received (posted), net82
 (158) 931
Collateral (posted) received, net(438) 82
 (158)
Income taxes340
 299
 576
(64) 340
 299
Pension and non-pension postretirement benefit contributions(383) (405) (397)(408) (383) (405)
Deposit with IRS
 
 (1,250)
Other assets and liabilities(965) (675) (589)(1,482) (965) (675)
Net cash flows provided by operating activities8,644

7,480

8,461
6,659

8,644

7,480
Cash flows from investing activities          
Capital expenditures(7,594) (7,584) (8,553)(7,248) (7,594) (7,584)
Proceeds from termination of direct financing lease investment
 
 360
Proceeds from NDT fund sales8,762
 7,845
 9,496
10,051
 8,762
 7,845
Investment in NDT funds(8,997) (8,113) (9,738)(10,087) (8,997) (8,113)
Reduction of restricted cash from deconsolidation of business
 (87) 

 
 (87)
Acquisitions of assets and businesses, net(154) (208) (6,923)(41) (154) (208)
Proceeds from sales of assets and businesses91
 219
 61
53
 91
 219
Other investing activities58
 (43) (153)12
 58
 (43)
Net cash flows used in investing activities(7,834)
(7,971)
(15,450)(7,260)
(7,834)
(7,971)
Cash flows from financing activities          
Changes in short-term borrowings(338) (261) (353)781
 (338) (261)
Proceeds from short-term borrowings with maturities greater than 90 days126
 621
 240

 126
 621
Repayments on short-term borrowings with maturities greater than 90 days(1) (700) (462)(125) (1) (700)
Issuance of long-term debt3,115
 3,470
 4,716
1,951
 3,115
 3,470
Retirement of long-term debt(1,786) (2,490) (1,936)(1,287) (1,786) (2,490)
Retirement of long-term debt to financing trust
 (250) 

 
 (250)
Common stock issued from treasury stock


 1,150
 

 
 1,150
Redemption of preference stock
 
 (190)
Dividends paid on common stock(1,332) (1,236) (1,166)(1,408) (1,332) (1,236)
Proceeds from employee stock plans105
 150
 55
112
 105
 150
Sale of noncontrolling interests
 396
 372

 
 396
Other financing activities(108) (83) (85)(82) (108) (83)
Net cash flows (used in) provided by financing activities(219)
767

1,191
(58)
(219)
767
Increase (decrease) in cash, cash equivalents and restricted cash591
 276
 (5,798)
(Decrease) increase in cash, cash equivalents and restricted cash(659) 591
 276
Cash, cash equivalents and restricted cash at beginning of period1,190
 914
 6,712
1,781
 1,190
 914
Cash, cash equivalents and restricted cash at end of period$1,781

$1,190

$914
$1,122

$1,781

$1,190
     
Supplemental cash flow information     
(Decrease) increase in capital expenditures not paid$(7) $(69) $42
Increase (decrease) in PPE related to ARO update968
 (107) 29


See the Combined Notes to Consolidated Financial Statements


213179

Table of Contents




Exelon Corporation and Subsidiary Companies
Consolidated Balance Sheets
December 31,December 31,
(In millions)2018 20172019 2018
ASSETS      
Current assets      
Cash and cash equivalents$1,349
 $898
$587
 $1,349
Restricted cash and cash equivalents247
 207
358
 247
Accounts receivable, net      
Customer4,607
 4,445
Other1,256
 1,132
Customer (net of allowance for uncollectible accounts of $243 and $283 as of December 31, 2019 and 2018, respectively)

4,592
 4,607
Other (net of allowance for uncollectible accounts of $48 and $36 as of December 31, 2019 and 2018, respectively)
1,583
 1,256
Mark-to-market derivative assets804
 976
679
 804
Unamortized energy contract assets48
 60
47
 48
Inventories, net      
Fossil fuel and emission allowances334
 340
312
 334
Materials and supplies1,351
 1,311
1,456
 1,351
Regulatory assets1,222
 1,267
1,170
 1,190
Assets held for sale904




904
Other1,238
 1,260
1,253
 1,238
Total current assets13,360

11,896
12,037

13,328
Property, plant and equipment, net76,707
 74,202
Property, plant and equipment (net of accumulated depreciation and amortization of $23,979 and $22,902 as of December 31, 2019 and 2018, respectively)80,233
 76,707
Deferred debits and other assets      
Regulatory assets8,237
 8,021
8,335
 8,237
Nuclear decommissioning trust funds11,661
 13,272
13,190
 11,661
Investments625
 640
464
 625
Goodwill6,677
 6,677
6,677
 6,677
Mark-to-market derivative assets452
 337
508
 452
Unamortized energy contract assets372
 395
336
 372
Other1,575
 1,330
3,197
 1,575
Total deferred debits and other assets29,599

30,672
32,707

29,599
Total assets(a)
$119,666

$116,770
$124,977

$119,634


See the Combined Notes to Consolidated Financial Statements


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Exelon Corporation and Subsidiary Companies
Consolidated Balance Sheets
December 31,December 31,
(In millions)2018 20172019 2018
LIABILITIES AND SHAREHOLDERS’ EQUITY      
Current liabilities      
Short-term borrowings$714
 $929
$1,370
 $714
Long-term debt due within one year1,349
 2,088
4,710
 1,349
Accounts payable3,800
 3,532
3,560
 3,800
Accrued expenses2,112
 1,837
1,981
 2,112
Payables to affiliates5
 5
5
 5
Regulatory liabilities644
 523
406
 644
Mark-to-market derivative liabilities475
 232
247
 475
Unamortized energy contract liabilities149
 231
132
 149
Renewable energy credit obligation344
 352
443
 344
Liabilities held for sale777
 

 777
Other1,035
 1,069
1,331
 1,035
Total current liabilities11,404

10,798
14,185

11,404
Long-term debt34,075
 32,176
31,329
 34,075
Long-term debt to financing trusts390
 389
390
 390
Deferred credits and other liabilities      
Deferred income taxes and unamortized investment tax credits11,330
 11,235
12,351
 11,321
Asset retirement obligations9,679
 10,029
10,846
 9,679
Pension obligations3,988
 3,736
4,247
 3,988
Non-pension postretirement benefit obligations1,928
 2,093
2,076
 1,928
Spent nuclear fuel obligation1,171
 1,147
1,199
 1,171
Regulatory liabilities9,559
 9,865
9,986
 9,559
Mark-to-market derivative liabilities479
 409
393
 479
Unamortized energy contract liabilities463
 609
338
 463
Other2,130
 2,097
3,064
 2,130
Total deferred credits and other liabilities40,727

41,220
44,500

40,718
Total liabilities(a)
86,596

84,583
90,404

86,587
Commitments and contingencies
 

 

Shareholders’ equity      
Common stock (No par value, 2,000 shares authorized, 968 shares and 963 shares outstanding at December 31, 2018 and 2017, respectively)19,116
 18,964
Treasury stock, at cost (2 shares at December 31, 2018 and 2017)(123) (123)
Common stock (No par value, 2,000 shares authorized, 973 shares and 968 shares outstanding at December 31, 2019 and 2018, respectively)19,274
 19,116
Treasury stock, at cost (2 shares at December 31, 2019 and 2018)(123) (123)
Retained earnings14,766
 14,081
16,267
 14,743
Accumulated other comprehensive loss, net(2,995) (3,026)(3,194) (2,995)
Total shareholders’ equity30,764

29,896
32,224

30,741
Noncontrolling interests2,306
 2,291
2,349
 2,306
Total equity33,070

32,187
34,573

33,047
Total liabilities and equity$119,666

$116,770
Total liabilities and shareholders' equity$124,977

$119,634
__________
(a)Exelon’s consolidated assets include $9,667$9,532 million and $9,597$9,667 million at December 31, 20182019 and 2017,2018, respectively, of certain VIEs that can only be used to settle the liabilities of the VIE. Exelon’s consolidated liabilities include $3,548$3,473 million and $3,618$3,548 million at December 31, 20182019 and 2017,2018, respectively, of certain VIEs for which the VIE creditors do not have recourse to Exelon. See Note 2–22–Variable Interest Entities for additional information.


See the Combined Notes to Consolidated Financial Statements


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Exelon Corporation and Subsidiary Companies
Consolidated Statements of Changes in Equity
 Shareholders' Equity    
(In millions, shares in thousands)Issued
Shares
 Common
Stock
 Treasury
Stock
 Retained
Earnings
 Accumulated
Other
Comprehensive
Loss
 Noncontrolling
Interests
 Total
Equity
Balance, December 31, 2016958,778
 $18,794
 $(2,327) $12,042
 $(2,660) $1,780
 $27,629
Net income
 
 
 3,779
 
 90
 3,869
Long-term incentive plan activity5,066
 56
 
 
 
 
 56
Employee stock purchase plan issuances1,324
 150
 
 
 
 
 150
Common stock issued from treasury stock
 
 2,204
 (1,054) 
 
 1,150
Sale of noncontrolling interests
 (36) 
 
 
 443
 407
Changes in equity of noncontrolling interests
 
 
 
 
 (20) (20)
Common stock dividends
($1.31/common share)

 
 
 (1,243) 
 
 (1,243)
Other comprehensive income (loss), net of income taxes


 
 
 
 173
 (2) 171
Impact of adoption of Reclassification of Certain Tax Effects from AOCI standard
 
 
 539
 (539) 
 
Balance, December 31, 2017965,168

$18,964

$(123)
$14,063

$(3,026)
$2,291

$32,169
Net income
 
 
 2,005
 
 74
 2,079
Long-term incentive plan
activity
3,534
 41
 
 
 
 
 41
Employee stock purchase
plan issuances
1,318
 105
 
 
 
 
 105
Sale of noncontrolling interests
 6
 
 
 
 
 6
Changes in equity of noncontrolling interests
 
 
 
 
 (60) (60)
Common stock dividends
($1.38/common share)

 
 
 (1,339) 
 
 (1,339)
Other comprehensive income, net of income taxes
 
 
 
 41
 1
 42
Impact of adoption of Recognition and Measurement of Financial Assets and Liabilities standard


 
 
 14
 (10) 
 4
Balance, December 31, 2018970,020

$19,116

$(123)
$14,743

$(2,995)
$2,306

$33,047
Net income
 
 
 2,936
 
 92
 3,028
Long-term incentive plan activity3,111
 40
 
 
 
 
 40
Employee stock purchase plan issuances1,285
 112
 
 
 
 
 112
Sale of noncontrolling interests
 6
 
 
 
 
 6
Changes in equity of noncontrolling interests
 
 
 
 
 (48) (48)
Common stock dividends
($1.45/common share)


 
 
 (1,412) 
 
 (1,412)
Other comprehensive income, net of income taxes
 
 
 
 (199) (1) (200)
Balance, December 31, 2019974,416

$19,274

$(123)
$16,267

$(3,194)
$2,349

$34,573

 Shareholders' Equity      
(In millions, shares in thousands)Issued
Shares
 Common
Stock
 Treasury
Stock
 Retained
Earnings
 Accumulated
Other
Comprehensive
Loss
 Noncontrolling
Interests
 Preference
Stock
 Total
Equity
Balance, December 31, 2015954,668
 $18,676
 $(2,327) $12,104
 $(2,624) $1,308
 $193
 $27,330
Net income
 
 
 1,121
 
 67
 8
 1,196
Long-term incentive plan activity2,868
 85
 
 
 
 
 
 85
Employee stock purchase plan issuances1,242
 55
 
 
 
 
 
 55
Tax benefit on stock compensation
 (18) 
 
 
 
 
 (18)
Changes in equity of noncontrolling interests
 
 
 
 
 5
 
 5
Adjustment of contingently redeemable noncontrolling interest to redemption value
 
 
 
 
 157
 
 157
Common stock dividends
($1.26/common share)

 
 
 (1,172) 
 
 
 (1,172)
Preferred and preference stock
 
 
 
 
 
 (8) (8)
Sale of noncontrolling interests
 (4) 
 
 
 243
 
 239
Redemption of preference stock
 
 
 
 
 
 (193) (193)
Other comprehensive loss, net of income taxes
 
 
 
 (36) 
 
 (36)
Balance, December 31, 2016958,778

$18,794

$(2,327)
$12,053

$(2,660)
$1,780

$

$27,640
Net income
 
 
 3,786
 
 90
 
 3,876
Long-term incentive plan
activity
5,066
 56
 
 
 
 
 
 56
Employee stock purchase
plan issuances
1,324
 150
 
 
 
 
 
 150
Common stock issued from treasury stock
 
 2,204
 (1,054) 
 
 
 1,150
Sale of noncontrolling interests
 (36) 
 
 
 443
 
 407
Changes in equity of noncontrolling interests
 
 
 
 
 (20) 
 (20)
Common stock dividends
($1.31/common share)

 
 
 (1,243) 
 
 
 (1,243)
Other comprehensive income (loss), net of income taxes
 
 
 
 173
 (2) 
 171
Impact of adoption of Reclassification of Certain Tax Effects from AOCI standard
 
 
 539
 (539) 
 
 
Balance, December 31, 2017965,168

$18,964

$(123)
$14,081

$(3,026)
$2,291

$

$32,187
Net income
 
 
 2,010
 
 74
 
 2,084
Long-term incentive plan activity3,534
 41
 
 
 
 
 
 41
Employee stock purchase plan issuances1,318
 105
 
 
 
 
 
 105
Changes in equity of noncontrolling interests
 
 
 
 
 (60) 
 (60)
Sale of noncontrolling interests
 6
 
 
 
 
 
 6
Common stock dividends
($1.38/common share)


 
 
 (1,339) 
 
 
 (1,339)
Other comprehensive income, net of income taxes
 
 
 
 41
 1
 
 42
Impact of adoption of Recognition and Measurement of Financial Assets and Liabilities standard


 
 
 14
 (10) 
 
 4
Balance, December 31, 2018970,020

$19,116

$(123)
$14,766

$(2,995)
$2,306

$

$33,070


See the Combined Notes to Consolidated Financial Statements


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Exelon Generation Company, LLC and Subsidiary Companies
Consolidated Statements of Operations and Comprehensive Income
For the Years Ended December 31,For the Years Ended December 31,
(In millions)2018 2017 20162019 2018 2017
Operating revenues          
Operating revenues$19,169
 $17,385
 $16,318
$17,752
 $19,169
 $17,385
Operating revenues from affiliates1,268
 1,115
 1,439
1,172
 1,268
 1,115
Total operating revenues20,437

18,500

17,757
18,924

20,437

18,500
Operating expenses          
Purchased power and fuel11,679
 9,671
 8,818
10,849
 11,679
 9,671
Purchased power and fuel from affiliates14
 19
 12
7
 14
 19
Operating and maintenance4,803
 5,602
 5,000
4,131
 4,803
 5,602
Operating and maintenance from affiliates661
 697
 663
587
 661
 697
Depreciation and amortization1,797
 1,457
 1,879
1,535
 1,797
 1,457
Taxes other than income556
 555
 506
Taxes other than income taxes519
 556
 555
Total operating expenses19,510

18,001

16,878
17,628

19,510

18,001
Gain (loss) on sales of assets and businesses48
 2
 (59)
Gain on sales of assets and businesses27
 48
 2
Bargain purchase gain
 233
 

 
 233
Gain on deconsolidation of business
 213
 

 
 213
Operating income975
 947
 820
1,323
 975
 947
Other income and (deductions)          
Interest expense, net(396) (401) (325)(394) (396) (401)
Interest expense to affiliates(36) (39) (39)(35) (36) (39)
Other, net(178) 948
 401
1,023
 (178) 948
Total other income and (deductions)(610)
508

37
594

(610)
508
Income before income taxes365
 1,455
 857
1,917
 365
 1,455
Income taxes(108) (1,376) 282
516
 (108) (1,376)
Equity in losses of unconsolidated affiliates(30) (33) (25)(184) (30) (33)
Net income443

2,798

550
1,217

443

2,798
Net income attributable to noncontrolling interests73
 88
 67
92
 73
 88
Net income attributable to membership interest$370

$2,710

$483
$1,125

$370

$2,710
Comprehensive income, net of income taxes          
Net income$443
 $2,798
 $550
$1,217
 $443
 $2,798
Other comprehensive income (loss), net of income taxes          
Unrealized gain on cash flow hedges12
 3
 2

 12
 3
Unrealized gain (loss) on investments in unconsolidated affiliates1
 4
 (4)
Unrealized (loss) gain on foreign currency translation(10) 7
 10
Unrealized gain on marketable securities
 1
 1

 
 1
Unrealized gain on investments in unconsolidated affiliates1
 1
 4
Unrealized gain (loss) on foreign currency translation6
 (10) 7
Other comprehensive income3

15

9
7

3

15
Comprehensive income$446

$2,813

$559
$1,224

$446

$2,813
Comprehensive income attributable to noncontrolling interests74
 86
 67
93
 74
 86
Comprehensive income attributable to membership interest$372
 $2,727
 $492
$1,131
 $372
 $2,727


See the Combined Notes to Consolidated Financial Statements


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Exelon Generation Company, LLC and Subsidiary Companies
Consolidated Statements of Cash Flows
For the Years Ended December 31,For the Years Ended December 31,
(In millions)2018 2017 20162019 2018 2017
Cash flows from operating activities          
Net income$443
 $2,798
 $550
$1,217
 $443
 $2,798
Adjustments to reconcile net income to net cash flows provided by operating activities:          
Depreciation, amortization and accretion, including nuclear fuel and energy contract amortization3,415
 3,056
 3,519
3,063
 3,415
 3,056
Impairment losses of long-lived assets50
 510
 243
Asset impairments201
 50
 510
Gain on sales of assets and businesses(27) (48) (2)
Bargain purchase gain
 
 (233)
Gain on deconsolidation of business
 (213) 

 
 (213)
(Gain) loss on sales of assets and businesses(48) (2) 59
Bargain purchase gain
 (233) 
Deferred income taxes and amortization of investment tax credits(451) (2,023) (277)361
 (451) (2,023)
Net fair value changes related to derivatives307
 167
 40
228
 307
 167
Net realized and unrealized losses (gains) on NDT fund investments303
 (616) (229)
Net realized and unrealized (gains) losses on NDT fund investments(663) 303
 (616)
Other non-cash operating activities298
 112
 15
(124) 298
 112
Changes in assets and liabilities:          
Accounts receivable(359) (320) (152)(186) (359) (320)
Receivables from and payables to affiliates, net8
 (7) (21)(52) 8
 (7)
Inventories(12) (29) (4)(47) (12) (29)
Accounts payable and accrued expenses376
 4
 29
(248) 376
 4
Option premiums (paid) received, net(43) 28
 (66)(29) (43) 28
Collateral received (posted), net64
 (129) 923
Collateral (posted) received, net(481) 64
 (129)
Income taxes(193) 496
 182
302
 (193) 496
Pension and non-pension postretirement benefit contributions(139) (148) (152)(175) (139) (148)
Other assets and liabilities(158) (152) (217)(467) (158) (152)
Net cash flows provided by operating activities3,861

3,299

4,442
2,873

3,861

3,299
Cash flows from investing activities          
Capital expenditures(2,242) (2,259) (3,078)(1,845) (2,242) (2,259)
Proceeds from NDT fund sales8,762
 7,845
 9,496
10,051
 8,762
 7,845
Investment in NDT funds(8,997) (8,113) (9,738)(10,087) (8,997) (8,113)
Reduction of restricted cash from deconsolidation of business


 (87) 

 
 (87)
Proceeds from sales of assets and businesses90
 218
 37
52
 90
 218
Acquisitions of assets and businesses, net(154) (208) (293)(41) (154) (208)
Other investing activities10
 (58) (240)3
 10
 (58)
Net cash flows used in investing activities(2,531)
(2,662)
(3,816)(1,867)
(2,531)
(2,662)
Cash flows from financing activities          
Change in short-term borrowings
 (620) 620
320
 
 (620)
Proceeds from short-term borrowings with maturities greater than 90 days1
 121
 240

 
 121
Repayments of short-term borrowings with maturities greater than 90 days(1) (200) (162)
 
 (200)
Issuance of long-term debt15
 1,645
 388
42
 15
 1,645
Retirement of long-term debt(141) (1,261) (202)(813) (141) (1,261)
Changes in Exelon intercompany money pool46
 (1) (1,191)(100) 46
 (1)
Distributions to member(1,001) (659) (922)(899) (1,001) (659)
Contributions from member155
 102
 142
41
 155
 102
Sale of noncontrolling interests
 396
 372

 
 396
Other financing activities(55) (54) (19)(51) (55) (54)
Net cash flows used in financing activities(981)
(531)
(734)(1,460)
(981)
(531)
Increase (decrease) in cash, cash equivalents and restricted cash349
 106
 (108)
(Decrease) increase in cash, cash equivalents and restricted cash(454) 349
 106
Cash, cash equivalents and restricted cash at beginning of period554
 448
 556
903
 554
 448
Cash, cash equivalents and restricted cash at end of period$903

$554

$448
$449

$903

$554
     
Supplemental cash flow information     
(Decrease) increase in capital expenditures not paid$(34) $(199) $73
Increase (decrease) in PPE related to ARO update959
 (130) 29


See the Combined Notes to Consolidated Financial Statements


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Exelon Generation Company, LLC and Subsidiary Companies
Consolidated Balance Sheets
December 31,December 31,
(In millions)2018 20172019 2018
ASSETS      
Current assets      
Cash and cash equivalents$750
 $416
$303
 $750
Restricted cash and cash equivalents153
 138
146
 153
Accounts receivable, net      
Customer2,941
 2,697
Other562
 321
Customer (net of allowance for uncollectible accounts of $80 and $103 as of December 31, 2019 and 2018, respectively)2,893
 2,941
Other (net of allowance for uncollectible accounts of $0 and $1 as of December 31, 2019 and 2018, respectively)619
 562
Mark-to-market derivative assets804
 976
675
 804
Receivables from affiliates173
 140
190
 173
Unamortized energy contract assets49
 60
47
 49
Inventories, net      
Fossil fuel and emission allowances251
 264
236
 251
Materials and supplies963
 937
1,026
 963
Assets held for sale904
 

 904
Other883
 933
941
 883
Total current assets8,433

6,882
7,076

8,433
Property, plant and equipment, net23,981
 24,906
Property, plant and equipment (net of accumulated depreciation and amortization of $12,017 and $12,206 as of December 31, 2019 and 2018, respectively)24,193
 23,981
Deferred debits and other assets      
Nuclear decommissioning trust funds11,661
 13,272
13,190
 11,661
Investments414
 433
235
 414
Goodwill47
 47
47
 47
Mark-to-market derivative assets452
 334
508
 452
Prepaid pension asset1,421
 1,502
1,438
 1,421
Unamortized energy contract assets371
 395
336
 371
Deferred income taxes21
 16
12
 21
Other755
 670
1,960
 755
Total deferred debits and other assets15,142

16,669
17,726

15,142
Total assets(a)
$47,556

$48,457
$48,995

$47,556


See the Combined Notes to Consolidated Financial Statements


219185

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Exelon Generation Company, LLC and Subsidiary Companies
Consolidated Balance Sheets
December 31,December 31,
(In millions)2018 20172019 2018
LIABILITIES AND EQUITY      
Current liabilities      
Short-term borrowings$
 $2
$320
 $
Long-term debt due within one year906
 346
2,624
 906
Long-term debt to affiliates due within one year558
 
Accounts payable1,847
 1,773
1,692
 1,847
Accrued expenses898
 1,022
786
 898
Payables to affiliates139
 123
117
 139
Borrowings from Exelon intercompany money pool100
 54

 100
Mark-to-market derivative liabilities449
 211
215
 449
Unamortized energy contract liabilities31
 43
17
 31
Renewable energy credit obligation343
 352
443
 343
Liabilities held for sale777
 

 777
Other279
 265
517
 279
Total current liabilities5,769

4,191
7,289

5,769
Long-term debt6,989
 7,734
4,464
 6,989
Long-term debt to affiliates898
 910
328
 898
Deferred credits and other liabilities      
Deferred income taxes and unamortized investment tax credits3,383
 3,811
3,752
 3,383
Asset retirement obligations9,450
 9,844
10,603
 9,450
Non-pension postretirement benefit obligations900
 916
878
 900
Spent nuclear fuel obligation1,171
 1,147
1,199
 1,171
Payables to affiliates2,606
 3,065
3,103
 2,606
Mark-to-market derivative liabilities252
 174
123
 252
Unamortized energy contract liabilities20
 48
11
 20
Other610
 658
1,415
 610
Total deferred credits and other liabilities18,392

19,663
21,084

18,392
Total liabilities(a)
32,048

32,498
33,165

32,048
Commitments and contingencies
 

 

Equity      
Member’s equity      
Membership interest9,518
 9,357
9,566
 9,518
Undistributed earnings3,724
 4,349
3,950
 3,724
Accumulated other comprehensive loss, net(38) (37)(32) (38)
Total member’s equity13,204

13,669
13,484

13,204
Noncontrolling interests2,304
 2,290
2,346
 2,304
Total equity15,508

15,959
15,830

15,508
Total liabilities and equity$47,556

$48,457
$48,995

$47,556
__________
(a)Generation’s consolidated assets include $9,634$9,512 million and $9,556$9,634 million at December 31, 20182019 and 2017,2018, respectively, of certain VIEs that can only be used to settle the liabilities of the VIE. Generation’s consolidated liabilities include $3,480$3,429 million and $3,516$3,480 million at December 31, 20182019 and 2017,2018, respectively, of certain VIEs for which the VIE creditors do not have recourse to Generation. See Note 2–22–Variable Interest Entities for additional information.


See the Combined Notes to Consolidated Financial Statements


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Table of Contents




Exelon Generation Company, LLC and Subsidiary Companies
Consolidated Statements of Changes in Equity

Member’s Equity
Noncontrolling
Interests

Total
Equity
Member’s Equity
Noncontrolling
Interests

Total
Equity
(In millions)Membership
Interest

Undistributed
Earnings

Accumulated
Other
Comprehensive
Loss, net

Membership
Interest

Undistributed
Earnings

Accumulated
Other
Comprehensive
Loss, net

Balance, December 31, 2015$8,997
 $2,737
 $(63) $1,307
 $12,978
Net income

483



67

550
Sale of noncontrolling interests(4)




243

239
Adjustment of contingently redeemable noncontrolling interests due to release of contingency
 
 
 157
 157
Changes in equity of noncontrolling interests
 
 
 5
 5
Contributions from member268
 
 
 
 268
Distributions to member
 (922) 
 
 (922)
Other comprehensive income, net of income taxes



9



9
Balance, December 31, 2016$9,261

$2,298

$(54)
$1,779

$13,284
$9,261
 $2,298
 $(54) $1,779
 $13,284
Net income

2,710



88

2,798


2,710



88

2,798
Sale of noncontrolling interests(36) 
 
 443
 407
(36)




443

407
Changes in equity of noncontrolling interests
 
 
 (18) (18)
 
 
 (18) (18)
Distribution of net retirement benefit obligation to member33







33
33







33
Distributions to member
 (659) 
 
 (659)
Contributions from member99
 
 
 
 99
99
 
 
 
 99
Distributions to member

(659)




(659)
Other comprehensive income (loss), net of income taxes



17

(2)
15




17

(2)
15
Balance, December 31, 2017$9,357

$4,349

$(37)
$2,290

$15,959
$9,357

$4,349

$(37)
$2,290

$15,959
Net income
 370
 
 73
 443


370



73

443
Sale of noncontrolling interests6
 
 
 
 6
6
 
 
 
 6
Changes in equity of noncontrolling interests
 
 
 (60) (60)
 
 
 (60) (60)
Distributions to member

(1,001)




(1,001)
Contributions from member155
 
 
 
 155
155
 
 
 
 155
Distributions to member
 (1,001) 
 
 (1,001)
Other comprehensive income, net of income taxes
 
 2
 1
 3




2

1

3
Impact of adoption of Recognition and Measurement of Financial Assets and Liabilities standard
 6
 (3) 
 3


6

(3)


3
Balance, December 31, 2018$9,518
 $3,724
 $(38) $2,304
 $15,508
$9,518

$3,724

$(38)
$2,304

$15,508
Net income
 1,125
 
 92
 1,217
Sale of noncontrolling interests7
 
 
 
 7
Changes in equity of noncontrolling interests
 
 
 (48) (48)
Distributions to member
 (899) 
 
 (899)
Contributions from member41
 
 
 
 41
Other comprehensive income, net of income taxes
 
 6
 (2) 4
Balance, December 31, 2019$9,566
 $3,950
 $(32) $2,346
 $15,830


See the Combined Notes to Consolidated Financial Statements


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Table of Contents






Commonwealth Edison Company and Subsidiary Companies
Consolidated Statements of Operations and Comprehensive Income
For the Years Ended December 31,For the Years Ended December 31,
(In millions)2018 2017 20162019 2018 2017
Operating revenues          
Electric operating revenues$5,884
 $5,478
 $5,263
$5,850
 $5,884
 $5,478
Revenues from alternative revenue programs(29) 43
 (24)(133) (29) 43
Operating revenues from affiliates27
 15
 15
30
 27
 15
Total operating revenues5,882
 5,536
 5,254
5,747
 5,882
 5,536
Operating expenses          
Purchased power1,626
 1,533
 1,411
1,565
 1,626
 1,533
Purchased power from affiliates529
 108
 47
376
 529
 108
Operating and maintenance1,068
 1,157
 1,303
1,041
 1,068
 1,157
Operating and maintenance from affiliates267
 270
 227
264
 267
 270
Depreciation and amortization940
 850
 775
1,033
 940
 850
Taxes other than income311
 296
 293
Taxes other than income taxes301
 311
 296
Total operating expenses4,741
 4,214
 4,056
4,580
 4,741
 4,214
Gain on sales of assets5
 1
 7
4
 5
 1
Operating income1,146
 1,323
 1,205
1,171
 1,146
 1,323
Other income and (deductions)          
Interest expense, net(334) (348) (448)(346) (334) (348)
Interest expense to affiliates(13) (13) (13)(13) (13) (13)
Other, net33
 22
 (65)39
 33
 22
Total other income and (deductions)(314) (339) (526)(320) (314) (339)
Income before income taxes832
 984
 679
851
 832
 984
Income taxes168
 417
 301
163
 168
 417
Net income$664
 $567
 $378
$688
 $664
 $567
Comprehensive income$664
 $567
 $378
$688
 $664
 $567


See the Combined Notes to Consolidated Financial Statements


222188

Table of Contents




Commonwealth Edison Company and Subsidiary Companies
Consolidated Statements of Cash Flows
For the Years Ended December 31,For the Years Ended December 31,
(In millions)2018 2017 20162019 2018 2017
Cash flows from operating activities          
Net income$664
 $567
 $378
$688
 $664
 $567
Adjustments to reconcile net income to net cash flows provided by operating activities:          
Depreciation, amortization and accretion940
 850
 775
1,033
 940
 850
Deferred income taxes and amortization of investment tax credits259
 659
 439
109
 259
 659
Other non-cash operating activities242
 164
 215
265
 242
 164
Changes in assets and liabilities:          
Accounts receivable(136) (59) (25)(34) (136) (59)
Receivables from and payables to affiliates, net26
 8
 3
(12) 26
 8
Inventories1
 4
 1
(16) 1
 4
Accounts payable and accrued expenses70
 (297) 339
(51) 70
 (297)
Counterparty collateral received (posted), net and cash deposits11
 (26) 7
48
 11
 (26)
Income taxes62
 (308) 306
95
 62
 (308)
Pension and non-pension postretirement benefit contributions(42) (41) (38)(77) (42) (41)
Other assets and liabilities(348) 6
 105
(345) (348) 6
Net cash flows provided by operating activities1,749
 1,527
 2,505
1,703
 1,749
 1,527
Cash flows from investing activities          
Capital expenditures(2,126) (2,250) (2,734)(1,915) (2,126) (2,250)
Other investing activities29
 20
 49
29
 29
 20
Net cash flows used in investing activities(2,097) (2,230) (2,685)(1,886) (2,097) (2,230)
Cash flows from financing activities          
Changes in short-term borrowings
 
 (294)130
 
 
Issuance of long-term debt1,350
 1,000
 1,200
700
 1,350
 1,000
Retirement of long-term debt(840) (425) (665)(300) (840) (425)
Dividends paid on common stock(508) (459) (422)
Contributions from parent500
 651
 315
250
 500
 651
Dividends paid on common stock(459) (422) (369)
Other financing activities(17) (15) (18)(16) (17) (15)
Net cash flows provided by financing activities534
 789
 169
256
 534
 789
Increase (decrease) in cash, cash equivalents and restricted cash186
 86
 (11)
Increase in cash, cash equivalents and restricted cash73
 186
 86
Cash, cash equivalents and restricted cash at beginning of period144
 58
 69
330
 144
 58
Cash, cash equivalents and restricted cash at end of period$330
 $144
 $58
$403
 $330
 $144
     
Supplemental cash flow information     
(Decrease) increase in capital expenditures not paid$(37) $11
 $(61)
Increase in PPE related to ARO update7
 7
 


See the Combined Notes to Consolidated Financial Statements


223189

Table of Contents




Commonwealth Edison Company and Subsidiary Companies
Consolidated Balance Sheets
December 31,December 31,
(In millions)2018 20172019 2018
ASSETS      
Current assets      
Cash and cash equivalents$135
 $76
$90
 $135
Restricted cash and cash equivalents29
 5
150
 29
Accounts receivable, net      
Customer539
 559
Other320
 266
Customer (net of allowance for uncollectible accounts of $59 and $61 as of December 31, 2019 and December 31, 2018, respectively)545
 539
Other (net of allowance for uncollectible accounts of $20 as of both December 31, 2019 and December 31, 2018, respectively)286
 320
Receivables from affiliates20
 13
28
 20
Inventories, net148
 152
159
 148
Regulatory assets293
 225
281
 293
Other86
 68
44
 86
Total current assets1,570
 1,364
1,583
 1,570
Property, plant and equipment, net22,058
 20,723
Property, plant and equipment (net of accumulated depreciation and amortization of $5,168 and $4,684 as of December 31, 2019 and December 31, 2018, respectively)

23,107
 22,058
Deferred debits and other assets      
Regulatory assets1,307
 1,054
1,480
 1,307
Investments6
 6
6
 6
Goodwill2,625
 2,625
2,625
 2,625
Receivables from affiliates2,217
 2,528
2,622
 2,217
Prepaid pension asset1,035
 1,188
995
 1,035
Other395
 238
347
 395
Total deferred debits and other assets7,585
 7,639
8,075
 7,585
Total assets$31,213
 $29,726
$32,765
 $31,213


See the Combined Notes to Consolidated Financial Statements


224190

Table of Contents




Commonwealth Edison Company and Subsidiary Companies
Consolidated Balance Sheets
December 31,December 31,
(In millions)2018 20172019 2018
LIABILITIES AND SHAREHOLDERS’ EQUITY      
Current liabilities      
Short-term borrowings$130
 $
Long-term debt due within one year$300
 $840
500
 300
Accounts payable607
 568
527
 607
Accrued expenses373
 327
385
 373
Payables to affiliates119
 74
103
 119
Customer deposits111
 112
118
 111
Regulatory liabilities293
 249
200
 293
Mark-to-market derivative liability26
 21
32
 26
Other96
 103
122
 96
Total current liabilities1,925
 2,294
2,117
 1,925
Long-term debt7,801
 6,761
7,991
 7,801
Long-term debt to financing trust205
 205
205
 205
Deferred credits and other liabilities      
Deferred income taxes and unamortized investment tax credits3,813
 3,469
4,021
 3,813
Asset retirement obligations118
 111
128
 118
Non-pension postretirement benefits obligations201
 219
180
 201
Regulatory liabilities6,050
 6,328
6,542
 6,050
Mark-to-market derivative liability223
 235
269
 223
Other630
 562
635
 630
Total deferred credits and other liabilities11,035
 10,924
11,775
 11,035
Total liabilities20,966
 20,184
22,088
 20,966
Commitments and contingencies
 

 

Shareholders’ equity      
Common stock1,588
 1,588
Common stock ($12.50 par value, 250 shares authorized, 127 shares outstanding at December 31, 2019 and 2018)1,588
 1,588
Other paid-in capital7,322
 6,822
7,572
 7,322
Retained deficit unappropriated(1,639) (1,639)(1,639) (1,639)
Retained earnings appropriated2,976
 2,771
3,156
 2,976
Total shareholders’ equity10,247
 9,542
10,677
 10,247
Total liabilities and shareholders’ equity$31,213
 $29,726
$32,765
 $31,213


See the Combined Notes to Consolidated Financial Statements


225191

Table of Contents




Commonwealth Edison Company and Subsidiary Companies
Consolidated Statements of Changes in Shareholders’ Equity
(In millions)
Common
Stock
 
Other
Paid-In
Capital
 
Retained Deficit
Unappropriated
 
Retained
Earnings
Appropriated
 
Total
Shareholders’
Equity
Common
Stock
 
Other
Paid-In
Capital
 
Retained Deficit
Unappropriated
 
Retained
Earnings
Appropriated
 
Total
Shareholders’
Equity
Balance, December 31, 2015$1,588
 $5,677
 $(1,639) $2,617
 $8,243
Net income
 
 378
 
 378
Common stock dividends
 
 
 (369) (369)
Contribution from parent
 315
 
 
 315
Parent tax matter indemnification
 158
 
 
 158
Appropriation of retained earnings for future dividends
 
 (378) 378
 
Balance, December 31, 2016$1,588
 $6,150
 $(1,639) $2,626
 $8,725
$1,588
 $6,150
 $(1,639) $2,626
 $8,725
Net income
 
 567
 
 567

 
 567
 
 567
Appropriation of retained earnings for future dividends
 
 (567) 567
 
Common stock dividends
 
 
 (422) (422)
 
 
 (422) (422)
Contributions from parent
 651
 
 
 651

 651
 
 
 651
Parent tax matter indemnification
 21
 
 
 21

 21
 
 
 21
Appropriation of retained earnings for future dividends
 
 (567) 567
 
Balance, December 31, 2017$1,588
 $6,822
 $(1,639) $2,771
 $9,542
$1,588
 $6,822
 $(1,639) $2,771
 $9,542
Net income
 
 664
 
 664

 
 664
 
 664
Appropriation of retained earnings for future dividends
 
 (664) 664
 
Common stock dividends
 
 
 (459) (459)
 
 
 (459) (459)
Contributions from parent
 500
 
 
 500

 500
 
 
 500
Balance, December 31, 2018$1,588
 $7,322
 $(1,639) $2,976
 $10,247
Net income
 
 688
 
 688
Appropriation of retained earnings for future dividends
 
 (664) 664
 

 
 (688) 688
 
Balance, December 31, 2018$1,588
 $7,322
 $(1,639) $2,976
 $10,247
Common stock dividends
 
 
 (508) (508)
Contributions from parent
 250
 
 
 250
Balance, December 31, 2019$1,588
 $7,572
 $(1,639) $3,156
 $10,677


See the Combined Notes to Consolidated Financial Statements


226192

Table of Contents






PECO Energy Company and Subsidiary Companies
Consolidated Statements of Operations and Comprehensive Income
For the Years Ended December 31,For the Years Ended December 31,
(In millions)2018 2017 20162019 2018 2017
Operating revenues          
Electric operating revenues$2,469
 $2,369
 $2,524
$2,505
 $2,469
 $2,369
Natural gas operating revenues568
 494
 462
610
 568
 494
Revenues from alternative revenue programs(7) 
 
(21) (7) 
Operating revenues from affiliates8
 7
 8
6
 8
 7
Total operating revenues3,038

2,870

2,994
3,100

3,038

2,870
Operating expenses          
Purchased power734
 648
 598
610
 734
 648
Purchased fuel230
 186
 162
262
 230
 186
Purchased power from affiliates126
 135
 287
157
 126
 135
Operating and maintenance742
 657
 665
707
 742
 657
Operating and maintenance from affiliates156
 149
 146
154
 156
 149
Depreciation and amortization301
 286
 270
333
 301
 286
Taxes other than income163
 154
 164
Taxes other than income taxes165
 163
 154
Total operating expenses2,452

2,215

2,292
2,388

2,452

2,215
Gain on sales of assets1
 
 
1
 1
 
Operating income587

655

702
713

587

655
Other income and (deductions)          
Interest expense, net(115) (115) (111)(124) (115) (115)
Interest expense to affiliates, net(14) (11) (12)(12) (14) (11)
Other, net8
 9
 8
16
 8
 9
Total other income and (deductions)(121)
(117)
(115)(120)
(121)
(117)
Income before income taxes466

538

587
593

466

538
Income taxes6
 104
 149
65
 6
 104
Net income$460

$434

$438
$528

$460

$434
Comprehensive income$460

$434

$438
$528

$460

$434


See the Combined Notes to Consolidated Financial Statements


227193

Table of Contents




PECO Energy Company and Subsidiary Companies
Consolidated Statements of Cash Flows
For the Years Ended December 31,For the Years Ended December 31,
(In millions)2018 2017 20162019 2018 2017
Cash flows from operating activities          
Net income$460
 $434
 $438
$528
 $460
 $434
Adjustments to reconcile net income to net cash flows provided by
operating activities:
          
Depreciation, amortization and accretion301
 286
 270
333
 301
 286
Gain on sale of assets(1) 
 
Deferred income taxes and amortization of investment tax
credits
(5) 19
 78
20
 (5) 19
Other non-cash operating activities51
 54
 65
38
 51
 54
Changes in assets and liabilities:          
Accounts receivable(74) (44) (71)(29) (74) (44)
Receivables from and payables to affiliates, net7
 (6) 6
(5) 7
 (6)
Inventories(14) 1
 6
4
 (14) 1
Accounts payable and accrued expenses(3) 6
 67
(11) (3) 6
Income taxes15
 34
 8
(34) 15
 34
Pension and non-pension postretirement benefit
contributions
(28) (24) (30)(28) (28) (24)
Other assets and liabilities29
 (5) (8)(64) 29
 (5)
Net cash flows provided by operating activities739

755

829
751

739

755
Cash flows from investing activities          
Capital expenditures(849) (732) (686)(939) (849) (732)
Changes in intercompany money pool
 131
 (131)(68) 
 131
Other investing activities9
 4
 20
(1) 9
 4
Net cash flows used in investing activities(840)
(597)
(797)(1,008)
(840)
(597)
Cash flows from financing activities          
Issuance of long-term debt700
 325
 300
325
 700
 325
Retirement of long-term debt(500) 
 (300)
 (500) 
Dividends paid on common stock(358) (306) (288)
Contributions from parent89
 16
 18
188
 89
 16
Dividends paid on common stock(306) (288) (277)
Other financing activities(22) (3) (4)(6) (22) (3)
Net cash flows (used in) provided by financing activities(39)
50

(263)
Net cash flows provided by (used in) financing activities149

(39)
50
(Decrease) increase in cash, cash equivalents and restricted cash(140) 208
 (231)(108) (140) 208
Cash, cash equivalents and restricted cash at beginning of period275
 67
 298
135
 275
 67
Cash, cash equivalents and restricted cash at end of period$135

$275

$67
$27

$135

$275
     
Supplemental cash flow information     
Increase (decrease) in capital expenditures not paid

$40
 $(12) $22


See the Combined Notes to Consolidated Financial Statements


228194

Table of Contents




PECO Energy Company and Subsidiary Companies
Consolidated Balance Sheets
December 31,December 31,
(In millions)2018 20172019 2018
ASSETS      
Current assets      
Cash and cash equivalents$130
 $271
$21
 $130
Restricted cash and cash equivalents5
 4
6
 5
Accounts receivable, net      
Customer321
 327
Other151
 105
Customer (net of allowance for uncollectible accounts of $55 and $53 as of December 31, 2019 and 2018, respectively)357
 321
Other (net of allowance for uncollectible accounts of $7 and $8 as of December 31, 2019 and 2018, respectively)
138
 151
Receivables from affiliates1
 
Receivable from Exelon intercompany pool68
 
Inventories, net      
Fossil fuel38
 31
36
 38
Materials and supplies37
 30
35
 37
Prepaid utility taxes
 8
Regulatory assets81
 29
41
 81
Other19
 17
19
 19
Total current assets782

822
722

782
Property, plant and equipment, net8,610
 8,053
Property, plant and equipment (net of accumulated depreciation and amortization of $3,718 and $3,561 as of December 31, 2019 and 2018, respectively)9,292
 8,610
Deferred debits and other assets      
Regulatory assets460
 381
554
 460
Investments25
 25
27
 25
Receivables from affiliates389
 537
480
 389
Prepaid pension asset349
 340
365
 349
Other27
 12
29
 27
Total deferred debits and other assets1,250

1,295
1,455

1,250
Total assets$10,642

$10,170
$11,469

$10,642


See the Combined Notes to Consolidated Financial Statements


229195

Table of Contents




PECO Energy Company and Subsidiary Companies
Consolidated Balance Sheets
December 31,December 31,
(In millions)2018 20172019 2018
LIABILITIES AND SHAREHOLDER'S EQUITY      
Current liabilities      
Long-term debt due within one year$
 $500
Accounts payable370
 370
$387
 $370
Accrued expenses113
 114
101
 113
Payables to affiliates59
 53
55
 59
Customer deposits68
 66
69
 68
Regulatory liabilities175
 141
91
 175
Other24
 23
19
 24
Total current liabilities809

1,267
722

809
Long-term debt3,084
 2,403
3,405
 3,084
Long-term debt to financing trusts184
 184
184
 184
Deferred credits and other liabilities      
Deferred income taxes and unamortized investment tax credits1,933
 1,789
2,080
 1,933
Asset retirement obligations27
 27
28
 27
Non-pension postretirement benefits obligations288
 288
288
 288
Regulatory liabilities421
 549
510
 421
Other76
 86
74
 76
Total deferred credits and other liabilities2,745

2,739
2,980

2,745
Total liabilities6,822

6,593
7,291

6,822
Commitments and contingencies
 

 

Shareholder's equity      
Common stock2,578
 2,489
Common stock (No par value, 500 shares authorized, 170 shares outstanding at December 31, 2019 and 2018)2,766
 2,578
Retained earnings1,242
 1,087
1,412
 1,242
Accumulated other comprehensive income, net
 1
Total shareholder's equity3,820

3,577
4,178

3,820
Total liabilities and shareholder's equity$10,642

$10,170
$11,469

$10,642


See the Combined Notes to Consolidated Financial Statements


230196

Table of Contents




PECO Energy Company and Subsidiary Companies
Consolidated Statements of Changes in Shareholder's Equity
(In millions)
Common
Stock
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income
 
Total
Shareholder's
Equity
Common
Stock
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income
 
Total
Shareholder's
Equity
Balance, December 31, 2015$2,455
 $780
 $1
 $3,236
Net income
 438
 
 438
Common stock dividends
 (277) 
 (277)
Contributions from parent18
 
 
 18
Balance, December 31, 2016$2,473

$941

$1

$3,415
$2,473
 $941
 $1
 $3,415
Net income
 434
 
 434

 434
 
 434
Common stock dividends
 (288) 
 (288)
 (288) 
 (288)
Contributions from parent16
 
 
 16
16
 
 
 16
Balance, December 31, 2017$2,489

$1,087

$1

$3,577
$2,489

$1,087

$1

$3,577
Net income
 460
 
 460

 460
 
 460
Common stock dividends
 (306) 
 (306)
 (306) 
 (306)
Contributions from parent89
 
 
 89
89
 
 
 89
Impact of adoption of Recognition and Measurement of Financial Assets and Liabilities standard
 1
 (1) 

 1
 (1) 
Balance, December 31, 2018$2,578

$1,242

$

$3,820
$2,578

$1,242

$

$3,820
Net income
 528
 
 528
Common stock dividends
 (358) 
 (358)
Contributions from parent188
 
 
 188
Balance, December 31, 2019$2,766

$1,412

$

$4,178


See the Combined Notes to Consolidated Financial Statements


231197

Table of Contents






Baltimore Gas and Electric Company and Subsidiary Companies
Consolidated Statements of Operations and Comprehensive Income
 For the Years Ended December 31,
(In millions)2019 2018 2017
Operating revenues     
Electric operating revenues$2,368
 $2,428
 $2,384
Natural gas operating revenues700
 738
 652
Revenues from alternative revenue programs12
 (26) 124
Operating revenues from affiliates26
 29
 16
Total operating revenues3,106

3,169

3,176
Operating expenses     
Purchased power585
 671
 566
Purchased fuel181
 254
 183
Purchased power from affiliates286
 257
 384
Operating and maintenance600
 615
 563
Operating and maintenance from affiliates160
 162
 153
Depreciation and amortization502
 483
 473
Taxes other than income taxes260
 254
 240
Total operating expenses2,574

2,696

2,562
Gain on sales of assets
 1
 
Operating income532

474

614
Other income and (deductions)     
Interest expense, net(121) (106) (95)
Interest expense to affiliates
 
 (10)
Other, net28
 19
 16
Total other income and (deductions)(93)
(87)
(89)
Income before income taxes439
 387
 525
Income taxes79
 74
 218
Net income360

313

307
Comprehensive income$360

$313

$307

 For the Years Ended December 31,
(In millions)2018 2017 2016
Operating revenues     
Electric operating revenues$2,428
 $2,384
 $2,531
Natural gas operating revenues738
 652
 628
Revenues from alternative revenue programs(26) 124
 53
Operating revenues from affiliates29
 16
 21
Total operating revenues3,169

3,176

3,233
Operating expenses     
Purchased power671
 566
 528
Purchased fuel254
 183
 162
Purchased power from affiliates257
 384
 604
Operating and maintenance615
 563
 605
Operating and maintenance from affiliates162
 153
 132
Depreciation and amortization483
 473
 423
Taxes other than income254
 240
 229
Total operating expenses2,696

2,562

2,683
Gain on sales of assets1
 
 
Operating income474

614

550
Other income and (deductions)     
Interest expense, net(106) (95) (87)
Interest expense to affiliates
 (10) (16)
Other, net19
 16
 21
Total other income and (deductions)(87)
(89)
(82)
Income before income taxes387
 525
 468
Income taxes74
 218
 174
Net income313

307

294
Preference stock dividends
 
 8
Net income attributable to common shareholder$313

$307

$286
      
Comprehensive income$313

$307

$294
Comprehensive income attributable to preference stock dividends
 
 8
Comprehensive income attributable to common shareholder$313
 $307
 $286


See the Combined Notes to Consolidated Financial Statements


232198

Table of Contents




Baltimore Gas and Electric Company and Subsidiary Companies
Consolidated Statements of Cash Flows
For the Years Ended December 31,For the Years Ended December 31,
(In millions)2018 2017 20162019 2018 2017
Cash flows from operating activities          
Net income$313
 $307
 $294
$360
 $313
 $307
Adjustments to reconcile net income to net cash flows provided by operating activities:          
Depreciation and amortization483
 473
 423
502
 483
 473
Impairment losses on long-lived assets and regulatory assets
 7
 52

 
 7
Deferred income taxes and amortization of investment tax credits76
 145
 118
130
 76
 145
Other non-cash operating activities58
 65
 88
85
 58
 65
Changes in assets and liabilities:          
Accounts receivable8
 (5) (98)25
 8
 (5)
Receivables from and payables to affiliates, net12
 (4) 3
1
 12
 (4)
Inventories2
 (9) 1
(1) 2
 (9)
Accounts payable and accrued expenses(1) (15) 138
(43) (1) (15)
Collateral received, net4
 
 
Collateral (posted) received, net(4) 4
 
Income taxes(20) 60
 18
(67) (20) 60
Pension and non-pension postretirement benefit contributions(54) (53) (49)(48) (54) (53)
Other assets and liabilities(92) (150) (43)(192) (92) (150)
Net cash flows provided by operating activities789

821

945
748

789

821
Cash flows from investing activities          
Capital expenditures(959) (882) (934)(1,145) (959) (882)
Other investing activities9
 7
 24
8
 9
 7
Net cash flows used in investing activities(950)
(875)
(910)(1,137)
(950)
(875)
Cash flows from financing activities          
Changes in short-term borrowings(42) 32
 (165)40
 (42) 32
Issuance of long-term debt300
 300
 850
400
 300
 300
Retirement of long-term debt
 (41) (379)
 
 (41)
Retirement of long-term debt to financing trust
 (250) 

 
 (250)
Redemption of preference stock
 
 (190)
Dividends paid on preference stock
 
 (8)
Dividends paid on common stock(209) (198) (179)(224) (209) (198)
Contributions from parent109
 184
 61
193
 109
 184
Other financing activities(2) (5) (11)(8) (2) (5)
Net cash flows provided by (used in) financing activities156

22

(21)
(Decrease) increase in cash, cash equivalents and restricted cash(5) (32) 14
Net cash flows provided by financing activities401

156

22
Increase (Decrease) in cash, cash equivalents and restricted cash12
 (5) (32)
Cash, cash equivalents and restricted cash at beginning of period18
 50
 36
13
 18
 50
Cash, cash equivalents and restricted cash at end of period$13

$18

$50
$25

$13

$18
     
Supplemental cash flow information     
Increase in capital expenditures not paid$6
 $50
 $23


See the Combined Notes to Consolidated Financial Statements


233199

Table of Contents




Baltimore Gas and Electric Company and Subsidiary Companies
Consolidated Balance Sheets
December 31,December 31,
(In millions)2018
20172019
2018
ASSETS      
Current assets      
Cash and cash equivalents$7
 $17
$24
 $7
Restricted cash and cash equivalents6
 1
1
 6
Accounts receivable, net      
Customer353
 375
Other90
 94
Customer (net of allowance for uncollectible accounts of $12 and $16 as of December 31, 2019 and 2018, respectively)

317
 353
Other (net of allowance for uncollectible accounts of $5 and $4 as December 31, 2019 and 2018, respectively)147
 90
Receivables from affiliates1
 1
1
 1
Inventories, net      
Gas held in storage36
 37
30
 36
Materials and supplies39
 40
46
 39
Prepaid utility taxes74
 69
78
 74
Regulatory assets177
 174
183
 177
Other3
 3
6
 3
Total current assets786

811
833

786
Property, plant and equipment, net8,243
 7,602
Property, plant and equipment (net of accumulated depreciation and amortization of $3,834 and $3,633 as of December 31, 2019 and 2018, respectively)8,990
 8,243
Deferred debits and other assets      
Regulatory assets398
 397
454
 398
Investments5
 5
7
 5
Prepaid pension asset279
 285
264
 279
Other5
 4
86
 5
Total deferred debits and other assets687

691
811

687
Total assets$9,716

$9,104
$10,634

$9,716


See the Combined Notes to Consolidated Financial Statements


234200

Table of Contents




Baltimore Gas and Electric Company and Subsidiary Companies
Consolidated Balance Sheets
 December 31,
(In millions)2019 2018
LIABILITIES AND SHAREHOLDER'S EQUITY   
Current liabilities   
Short-term borrowings$76
 $35
Accounts payable243
 295
Accrued expenses152
 155
Payables to affiliates66
 65
Customer deposits120
 120
Regulatory liabilities33
 77
Other63
 27
Total current liabilities753

774
Long-term debt3,270
 2,876
Deferred credits and other liabilities   
Deferred income taxes and unamortized investment tax credits1,396
 1,222
Asset retirement obligations22
 24
Non-pension postretirement benefits obligations199
 201
Regulatory liabilities1,195
 1,192
Other116
 73
Total deferred credits and other liabilities2,928

2,712
Total liabilities6,951

6,362
Commitments and contingencies

 

Shareholder's equity   
Common stock (No par value, 0 shares(a) authorized, 0 shares(a) outstanding at December 31, 2019 and 2018)
1,907
 1,714
Retained earnings1,776
 1,640
Total shareholder's equity3,683

3,354
Total liabilities and shareholder's equity$10,634

$9,716

 December 31,
(In millions)2018 2017
LIABILITIES AND SHAREHOLDER'S EQUITY   
Current liabilities   
Short-term borrowings$35
 $77
Accounts payable295
 265
Accrued expenses155
 164
Payables to affiliates65
 52
Customer deposits120
 116
Regulatory liabilities77
 62
Other27
 24
Total current liabilities774

760
Long-term debt2,876
 2,577
Deferred credits and other liabilities   
Deferred income taxes and unamortized investment tax credits1,222
 1,244
Asset retirement obligations24
 23
Non-pension postretirement benefits obligations201
 202
Regulatory liabilities1,192
 1,101
Other73
 56
Total deferred credits and other liabilities2,712

2,626
Total liabilities6,362

5,963
Commitments and contingencies
 
Shareholder's equity   
Common stock1,714
 1,605
Retained earnings1,640
 1,536
Total shareholder's equity3,354

3,141
Total liabilities and shareholder's equity$9,716

$9,104
_____________
(a)In millions, shares round to zero. Number of shares is 1,500 authorized and 1,000 outstanding at December 31, 2019 and 2018.




See the Combined Notes to Consolidated Financial Statements


235201

Table of Contents




Baltimore Gas and Electric Company and Subsidiary Companies
Consolidated Statements of Changes in Shareholder's Equity
(In millions)
Common
Stock
 
Retained
Earnings
 
Total
Shareholder's
Equity
 
Preference 
stock
not subject to
mandatory
redemption
 
Total
Equity
Common
Stock
 
Retained
Earnings
 
Total
Shareholder's
Equity
Balance, December 31, 2015$1,367
 $1,320
 $2,687
 $190
 $2,877
Net income
 294
 294
 
 294
Preference stock dividends
 (8) (8) 
 (8)
Common stock dividends
 (179) (179) 
 (179)
Distributions to parent(7) 
 (7) 

 (7)
Contributions from parent61
 
 61
 
 61
Redemption of preference stock
 
 
 (190) (190)
Balance, December 31, 2016$1,421

$1,427

$2,848

$

$2,848
$1,421
 $1,427
 $2,848
Net income
 307
 307
 
 307

 307
 307
Common stock dividends
 (198) (198) 
 (198)
 (198) (198)
Contributions from parent184
 
 184
 
 184
184
 
 184
Balance, December 31, 2017$1,605

$1,536

$3,141

$

$3,141
$1,605

$1,536

$3,141
Net income
 313
 313
 
 313

 313
 313
Common stock dividends
 (209) (209) 
 (209)
 (209) (209)
Contributions from parent109
 
 109
 
 109
109
 
 109
Balance, December 31, 2018$1,714

$1,640

$3,354

$

$3,354
$1,714

$1,640

$3,354
Net income
 360
 360
Common stock dividends
 (224) (224)
Contributions from parent193
 
 193
Balance, December 31, 2019$1,907

$1,776

$3,683


See the Combined Notes to Consolidated Financial Statements


236202

Table of Contents






Pepco Holdings LLC and Subsidiary Companies
Consolidated Statements of Operations and Comprehensive Income (Loss)
Successor  Predecessor
For the Years Ended
December 31,
 March 24 to December 31,  January 1 to March 23,For the Years Ended December 31,
(In millions)2018 2017 2016  20162019 2018 2017
Operating revenues             
Electric operating revenues$4,609
 $4,428
 $3,463
  $1,122
$4,639
 $4,609
 $4,428
Natural gas operating revenues181
 161
 92
  57
167
 181
 161
Revenues from alternative revenue programs
 40
 43
  (26)(14) (7) 33
Operating revenues from affiliates15
 50
 45
  
14
 15
 50
Total operating revenues4,805

4,679
 3,643
  1,153
4,806

4,798
 4,672
Operating expenses             
Purchased power1,387
 1,182
 925
  471
1,371
 1,387
 1,182
Purchased fuel89
 71
 36
  26
75
 89
 71
Purchased power from affiliates355
 463
 486
  
352
 355
 463
Operating and maintenance978
 918
 1,144
  294
939
 978
 918
Operating and maintenance from affiliates152
 150
 89
  
143
 152
 150
Depreciation, amortization and accretion740
 675
 515
  152
754
 740
 675
Taxes other than income455
 452
 354
  105
Taxes other than income taxes450
 455
 452
Total operating expenses4,156

3,911
 3,549
  1,048
4,084

4,156
 3,911
Gain (loss) on sales of assets1
 1
 (1)  
Gain on sales of assets
 1
 1
Operating income650

769
 93
  105
722

643
 762
Other income and (deductions)             
Interest expense, net(261) (245) (195)  (65)(263) (261) (245)
Other, net43
 54
 44
  (4)55
 43
 54
Total other income and (deductions)(218) (191) (151)  (69)(208) (218) (191)
Income (loss) before income taxes432

578
 (58)  36
Income before income taxes514

425
 571
Income taxes35
 217
 3
  17
38
 33
 217
Equity in earnings of unconsolidated affiliates1
 1
 
  
1
 1
 1
Net income (loss)398
 362
 (61)  19
Net income (loss) attributable to membership interest/common shareholders$398
 $362
 $(61)  $19
Comprehensive income (loss), net of income taxes        
Net income (loss)$398
 $362
 $(61)  $19
Other comprehensive income (loss), net of income taxes        
Pension and non-pension postretirement benefit plans:        
Actuarial loss reclassified to periodic cost
 
 
  1
Other comprehensive income
 
 
  1
Comprehensive income (loss)$398
 $362
 $(61)  $20
Net income477
 393
 355
Comprehensive income$477
 $393
 $355


See the Combined Notes to Consolidated Financial Statements


237203

Table of Contents




Pepco Holdings LLC and Subsidiary Companies
Consolidated Statements of Cash Flows
Successor  Predecessor
For the Years Ended
December 31,
 March 24 to December 31,  January 1 to March 23,
For the Years Ended
December 31,
(In millions)2018 2017 2016  20162019 2018 2017
Cash flows from operating activities             
Net income (loss)$398
 $362
 $(61)  $19
Net income$477
 $393
 $355
Adjustments to reconcile net income (loss) to net cash from operating activities:             
Depreciation and amortization740
 675
 515
  152
754
 740
 675
Impairment losses on intangibles and regulatory assets
 52
 
  

 
 52
Deferred income taxes and amortization of investment tax credits32
 252
 295
  19
(7) 30
 252
Net fair value changes related to derivatives
 
 
  18
Other non-cash operating activities143
 58
 515
  46
161
 150
 65
Changes in assets and liabilities:             
Accounts receivable(2) (26) (21)  (28)(39) (2) (26)
Receivables from and payables to affiliates, net8
 (2) 42
  
3
 8
 (2)
Inventories(14) (37) 3
  (4)(27) (14) (37)
Accounts payable and accrued expenses45
 (106) 19
  42
(17) 45
 (106)
Income taxes34
 79
 (22)  12
16
 34
 79
Pension and non-pension postretirement benefit contributions(74) (99) (86)  (4)(25) (74) (99)
Other assets and liabilities(178) (258) (311)  (8)(179) (178) (258)
Net cash flows provided by operating activities1,132
 950
 888
  264
1,117
 1,132
 950
Cash flows from investing activities             
Capital expenditures(1,375) (1,396) (1,008)  (273)(1,355) (1,375) (1,396)
Purchases of investments
 
 
  (68)
Other investing activities4
 (1) 15
  (5)(3) 4
 (1)
Net cash flows used in investing activities(1,371) (1,397) (993)  (346)(1,358) (1,371) (1,397)
Cash flows from financing activities             
Changes in short-term borrowings(296) 328
 (515)  (121)154
 (296) 328
Proceeds from short-term borrowings with maturities greater than 90 days125
 
 
  500

 125
 
Repayments of short-term borrowings with maturities greater than 90 days
 (500) (300)  
(125) 
 (500)
Issuance of long-term debt750
 202
 179
  
485
 750
 202
Retirement of long-term debt(299) (169) (338)  (11)(157) (299) (169)
Common stock issued for the Direct Stock Purchase and Dividend Reinvestment Plan and employee-related compensation
 
 
  2
Change in Exelon intercompany money pool12
 
 
Distributions to member(326) (311) (273)  
(526) (326) (311)
Contributions from member385
 758
 1,251
  
398
 385
 758
Change in Exelon intercompany money pool
 
 (6)  
Other financing activities(9) (2) (5)  2
(5) (9) (2)
Net cash flows provided by (used in) financing activities330
 306
 (7)  372
Increase (decrease) in cash, cash equivalents and restricted cash91
 (141)
(112) 
290
Net cash flows provided by financing activities236
 330
 306
(Decrease) increase in cash, cash equivalents and restricted cash(5) 91

(141)
Cash, cash equivalents and restricted cash at beginning of period95
 236
 348
  58
186
 95
 236
Cash, cash equivalents and restricted cash at end of period$186
 $95

$236
 
$348
$181
 $186

$95
     
Supplemental cash flow information     
Increase (decrease) in capital expenditures not paid$2
 $93
 $(12)


See the Combined Notes to Consolidated Financial Statements


238204

Table of Contents




Pepco Holdings LLC and Subsidiary Companies
Consolidated Balance Sheets
December 31,December 31,
(In millions)2018 20172019 2018
ASSETS      
Current assets      
Cash and cash equivalents$124
 $30
$131
 $124
Restricted cash and cash equivalents43
 42
36
 43
Accounts receivable, net      
Customer453
 486
Other177
 206
Customer (net of allowance for uncollectible accounts of $37 and $50 as of December 31, 2019 and 2018, respectively)479
 453
Other (net of allowance for uncollectible accounts of $16 and $3 as of December 31, 2019 and 2018, respectively)174
 177
Receivable from affiliates1
 
Inventories, net      
Gas held in storage9
 7
Fossil Fuel8
 9
Materials and supplies163
 151
190
 163
Regulatory assets489
 554
412
 457
Other75
 75
49
 75
Total current assets1,533
 1,551
1,480
 1,501
Property, plant and equipment, net13,446
 12,498
Property, plant and equipment (net of accumulated depreciation and amortization of $1,213 and $841 as of December 31, 2019 and 2018, respectively)14,296
 13,446
Deferred debits and other assets      
Regulatory assets2,312
 2,493
2,061
 2,312
Investments130
 132
135
 130
Goodwill4,005
 4,005
4,005
 4,005
Long-term note receivable
 4
Prepaid pension asset486
 490
406
 486
Deferred income taxes12
 4
13
 12
Other60
 70
323
 60
Total deferred debits and other assets7,005
 7,198
6,943
 7,005
Total assets(a)
$21,984
 $21,247
$22,719
 $21,952


See the Combined Notes to Consolidated Financial Statements


239205

Table of Contents




Pepco Holdings LLC and Subsidiary Companies
Consolidated Balance Sheets
December 31,December 31,
(In millions)2018 20172019 2018
LIABILITIES AND EQUITY      
Current liabilities      
Short-term borrowings$179
 $350
$208
 $179
Long-term debt due within one year125
 396
103
 125
Accounts payable496
 348
462
 496
Accrued expenses256
 261
296
 256
Payables to affiliates94
 90
98
 94
Borrowings from Exelon intercompany money pool12
 
Customer deposits117
 116
Regulatory liabilities84
 56
70
 84
Unamortized energy contract liabilities119
 188
115
 119
Customer deposits116
 119
Other123
 123
131
 123
Total current liabilities1,592
 1,931
1,612
 1,592
Long-term debt6,134
 5,478
6,460
 6,134
Deferred credits and other liabilities      
Deferred income taxes and unamortized investment tax credits2,146
 2,070
2,278
 2,137
Asset retirement obligations52
 16
57
 52
Non-pension postretirement benefit obligations103
 105
93
 103
Regulatory liabilities1,864
 1,872
1,707
 1,864
Unamortized energy contract liabilities442
 561
327
 442
Other369
 389
577
 369
Total deferred credits and other liabilities4,976
 5,013
5,039
 4,967
Total liabilities(a)
12,702
 12,422
13,111
 12,693
Commitments and contingencies
 

 

Member's equity      
Membership interest9,220
 8,835
9,618
 9,220
Undistributed gains (losses)62
 (10)
Undistributed (losses) gains(10) 39
Total member's equity9,282
 8,825
9,608
 9,259
Total liabilities and member's equity$21,984
 $21,247
$22,719
 $21,952
_____________
(a)PHI’s consolidated total assets include $33$20 million and $41$33 million at December 31, 20182019 and 2017,2018, respectively, of PHI's consolidated VIE that can only be used to settle the liabilities of the VIE. PHI’s consolidated total liabilities include $69$44 million and $102$69 million at December 31, 20182019 and 2017,2018, respectively, of PHI's consolidated VIE for which the VIE creditors do not have recourse to PHI. See Note 222 - Variable Interest Entities for additional information.


See the Combined Notes to Consolidated Financial Statements


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Pepco Holdings LLC and Subsidiary Companies
Consolidated Statements of Changes in Equity
(In millions)Membership Interest Undistributed (Losses)/Gains 
Total
Member's Equity
Balance, December 31, 2016$8,077
 $(72) $8,005
Net income
 355
 355
Distribution to member
 (311) (311)
Contributions from member758
 
 758
Balance, December 31, 2017$8,835

$(28)
$8,807
Net Income
 393
 393
Distribution to member
 (326) (326)
Contributions from member385
 
 385
Balance, December 31, 2018$9,220

$39

$9,259
Net income
 477
 477
Distribution to member
 (526) (526)
Contributions from member398
 
 398
Balance, December 31, 2019$9,618

$(10)
$9,608

(In millions, except share data)
Common Stock(a)
 Retained Earnings Accumulated Other Comprehensive Loss, net Total Shareholders' Equity
Predecessor       
Balance, December 31, 2015$3,832
 $617
 $(36) $4,413
Net income
 19
 
 19
Original issue shares, net3
 
 
 3
Net activity related to stock-based awards3
 
 
 3
Other comprehensive income, net of income taxes
 
 1
 1
Balance, March 23, 2016$3,838

$636

$(35)
$4,439
        
SuccessorMembership Interest Undistributed Gains/(Losses) Accumulated Other Comprehensive Loss, net 
Total
Member's Equity
Balance, March 24, 2016(b)
$7,200
 $
 $
 $7,200
Net loss
 (61) 
 (61)
Distributions to member(c)
(400) 
 
 (400)
Contributions from member1,251
 
 
 1,251
Measurement period adjustment of Exelon’s deferred tax liabilities to reflect unitary state income tax consequences of the merger35
 
 
 35
Distribution of net retirement benefit obligation to member53
 
 
 53
Assumption of member liabilities(d)
(62) 
 
 (62)
Balance, December 31, 2016$8,077

$(61)
$

$8,016
Net Income
 362
 
 362
Distributions to member
 (311) 
 (311)
Contributions from member758
 
 
 758
Balance, December 31, 2017$8,835

$(10)
$

$8,825
Net Income
 398
 
 398
Distributions to member
 (326) 
 (326)
Contributions from member385
 
 
 385
Balance, December 31, 2018$9,220

$62

$

$9,282

__________
(a)At March 23, 2016 and December 31, 2015, PHI's (predecessor) shareholders' equity included $3,835 million and $3,829 million of other paid-in capital, and $3 million and $3 million of common stock, respectively.
(b)The March 24, 2016, beginning balance differs from the PHI Merger total purchase price by $59 million related to an acquisition accounting adjustment recorded at Exelon Corporate to reflect unitary state income tax consequences of the merger.
(c)Distribution to member includes $235 million of net assets associated with PHI's unregulated business interests and $165 million of cash, each of which were distributed by PHI to Exelon.
(d)The liabilities assumed include $29 million for PHI stock-based compensation awards and $33 million for a merger related obligation, each assumed by PHI from Exelon. See Note 5 — Mergers, Acquisitions and Dispositions.


See the Combined Notes to Consolidated Financial Statements


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Table of Contents






Potomac Electric Power Company
Statements of Operations and Comprehensive Income
For the Years Ended December 31,For the Years Ended December 31,
(In millions)2018 2017 20162019 2018 2017
Operating revenues          
Electric operating revenues$2,233
 $2,126
 $2,167
$2,258
 $2,233
 $2,126
Revenues from alternative revenue programs
 26
 14
(3) (7) 19
Operating revenues from affiliates6
 6
 5
5
 6
 6
Total operating revenues2,239
 2,158
 2,186
2,260
 2,232
 2,151
Operating expenses          
Purchased power448
 359
 411
401
 448
 359
Purchased power from affiliates206
 255
 295
264
 206
 255
Operating and maintenance275
 396
 607
273
 275
 396
Operating and maintenance from affiliates226
 58
 35
209
 226
 58
Depreciation and amortization385
 321
 295
374
 385
 321
Taxes other than income379
 371
 377
Taxes other than income taxes378
 379
 371
Total operating expenses1,919
 1,760
 2,020
1,899
 1,919
 1,760
Gain on sales of assets
 1
 8

 
 1
Operating income320
 399
 174
361
 313
 392
Other income and (deductions)          
Interest expense, net(128) (121) (127)(133) (128) (121)
Other, net31
 32
 36
31
 31
 32
Total other income and (deductions)(97) (89) (91)(102) (97) (89)
Income before income taxes223
 310
 83
259
 216
 303
Income taxes13
 105
 41
16
 11
 105
Net income$210
 $205
 $42
$243
 $205
 $198
Comprehensive income$210
 $205
 $42
$243
 $205
 $198


See the Combined Notes to Consolidated Financial Statements


242208

Table of Contents




Potomac Electric Power Company
Statements of Cash Flows
For the Years Ended December 31,For the Years Ended December 31,
(In millions)2018 2017 20162019 2018 2017
Cash flows from operating activities          
Net income$210
 $205
 $42
$243
 $205
 $198
Adjustments to reconcile net income to net cash flows provided by operating activities:          
Depreciation and amortization385
 321
 295
374
 385
 321
Impairment losses on regulatory assets
 14
 

 
 14
Deferred income taxes and amortization of investment tax credits(18) 113
 153
1
 (20) 113
Other non-cash operating activities60
 (6) 175
56
 67
 1
Changes in assets and liabilities:          
Accounts receivable(5) (20) (41)(22) (5) (20)
Receivables from and payables to affiliates, net(17) 
 44
5
 (17) 
Inventories(6) (24) 1
(19) (6) (24)
Accounts payable and accrued expenses59
 (63) 32
(39) 59
 (63)
Income taxes(13) 81
 110
9
 (13) 81
Pension and non-pension postretirement benefit contributions(17) (72) (32)(14) (17) (72)
Other assets and liabilities(164) (142) (128)(82) (164) (142)
Net cash flows provided by operating activities474
 407
 651
512
 474
 407
Cash flows from investing activities          
Capital expenditures(656) (628) (586)(626) (656) (628)
Purchases of investments
 
 (30)
Other investing activities2
 
 
3
 2
 
Net cash flows used in investing activities(654) (628) (616)(623) (654) (628)
Cash flows from financing activities          
Changes in short-term borrowings14
 3
 (41)42
 14
 3
Issuance of long-term debt200
 202
 4
260
 200
 202
Retirement of long-term debt(14) (13) (11)(125) (14) (13)
Dividends paid on common stock(169) (133) (136)(213) (169) (133)
Contributions from parent166
 161
 187
160
 166
 161
Other financing activities(4) (1) (3)(3) (4) (1)
Net cash flows provided by financing activities193
 219
 
121
 193
 219
Increase (decrease) in cash, cash equivalents and restricted cash13
 (2) 35
10
 13
 (2)
Cash, cash equivalents and restricted cash at beginning of period40
 42
 7
53
 40
 42
Cash, cash equivalents and restricted cash at end of period$53
 $40
 $42
$63
 $53
 $40
     
Supplemental cash flow information     
Increase in capital expenditures not paid$39
 $20
 $5


See the Combined Notes to Consolidated Financial Statements


243209

Table of Contents




Potomac Electric Power Company
Balance Sheets
December 31,December 31,
(In millions)2018 20172019 2018
ASSETS      
Current assets      
Cash and cash equivalents$16
 $5
$30
 $16
Restricted cash and cash equivalents37
 35
33
 37
Accounts receivable, net      
Customer225
 250
Other81
 87
Customer (net of allowance for uncollectible accounts of $13 and $20 as of December 31, 2019 and 2018, respectively)231
 225
Other (net of allowance for uncollectible accounts of $7 and $1 as of December 31, 2019 and 2018, respectively)91
 81
Receivables from affiliates1
 

 1
Inventories, net93
 87
112
 93
Regulatory assets270
 213
188
 238
Other37
 33
11
 37
Total current assets760
 710
696
 728
Property, plant and equipment, net6,460
 6,001
Property, plant and equipment (net of accumulated depreciation and amortization of $3,517 and $3,354 as of December 31, 2019 and 2018, respectively)6,909
 6,460
Deferred debits and other assets      
Regulatory assets643
 678
584
 643
Investments105
 102
110
 105
Prepaid pension asset316
 322
296
 316
Other15
 19
66
 15
Total deferred debits and other assets1,079

1,121
1,056

1,079
Total assets$8,299
 $7,832
$8,661
 $8,267


See the Combined Notes to Consolidated Financial Statements


244210

Table of Contents




Potomac Electric Power Company
Balance Sheets
December 31,December 31,
(In millions)2018 20172019 2018
LIABILITIES AND SHAREHOLDER'S EQUITY      
Current liabilities      
Short-term borrowings$40
 $26
$82
 $40
Long-term debt due within one year15
 19
2
 15
Accounts payable214
 139
195
 214
Accrued expenses126
 137
156
 126
Payables to affiliates62
 74
66
 62
Customer deposits57
 54
Regulatory liabilities7
 3
8
 7
Customer deposits54
 54
Merger related obligation38
 42
39
 38
Current portion of DC PLUG obligation30
 28
30
 30
Other42
 28
22
 42
Total current liabilities628

550
657
 628
Long-term debt2,704
 2,521
2,862
 2,704
Deferred credits and other liabilities      
Deferred income taxes and unamortized investment tax credits1,064
 1,063
1,131
 1,055
Asset retirement obligations41
 37
Non-pension postretirement benefit obligations29
 36
20
 29
Regulatory liabilities822
 829
746
 822
Other312
 300
297
 275
Total deferred credits and other liabilities2,227
 2,228
2,235
 2,218
Total liabilities5,559
 5,299
5,754
 5,550
Commitments and contingencies
 

 

Shareholder's equity      
Common stock1,636
 1,470
Common stock ($0.01 par value, 200 shares authorized, 0 shares(a) outstanding at December 31, 2019 and 2018)
1,796
 1,636
Retained earnings1,104
 1,063
1,111
 1,081
Total shareholder's equity2,740
 2,533
2,907
 2,717
Total liabilities and shareholder's equity$8,299

$7,832
$8,661

$8,267

_____________
(a)In millions, shares round to zero. Number of shares is 100 outstanding at December 31, 2019 and 2018.


See the Combined Notes to Consolidated Financial Statements


245211

Table of Contents




Potomac Electric Power Company
Statements of Changes in Shareholder's Equity
(In millions)Common Stock Retained Earnings Total Shareholder's EquityCommon Stock Retained Earnings Total Shareholder's Equity
Balance, December 31, 2015$1,122
 $1,118
 $2,240
Net income
 42
 42
Common stock dividends
 (169) (169)
Contributions from parent187
 
 187
Balance, December 31, 2016$1,309
 $991
 $2,300
$1,309
 $980
 $2,289
Net income
 205
 205

 198
 198
Common stock dividends
 (133) (133)
 (133) (133)
Contributions from parent161
 
 161
161
 
 161
Balance, December 31, 2017$1,470
 $1,063
 $2,533
$1,470
 $1,045
 $2,515
Net income
 210
 210

 205
 205
Common stock dividends
 (169) (169)
 (169) (169)
Contributions from parent166
 
 166
166
 
 166
Balance, December 31, 2018$1,636
 $1,104
 $2,740
$1,636
 $1,081
 $2,717
Net income
 243
 243
Common stock dividends
 (213) (213)
Contributions from parent160
 
 160
Balance, December 31, 2019$1,796
 $1,111
 $2,907


See the Combined Notes to Consolidated Financial Statements


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Table of Contents






Delmarva Power & Light Company
Statements of Operations and Comprehensive Income (Loss)
For the Years Ended December 31,For the Years Ended December 31,
(In millions)2018 2017 20162019 2018 2017
Operating revenues          
Electric operating revenues$1,139
 $1,125
 $1,128
$1,143
 $1,139
 $1,125
Natural gas operating revenues181
 161
 148
167
 181
 161
Revenues from alternative revenue programs4
 6
 (6)(11) 4
 6
Operating revenues from affiliates8
 8
 7
7
 8
 8
Total operating revenues1,332

1,300

1,277
1,306

1,332

1,300
Operating expenses          
Purchased power352
 282
 369
381
 352
 282
Purchased fuel89
 71
 60
75
 89
 71
Purchased power from affiliates120
 179
 154
70
 120
 179
Operating and maintenance182
 283
 422
171
 182
 283
Operating and maintenance from affiliates162
 32
 19
152
 162
 32
Depreciation and amortization182
 167
 157
184
 182
 167
Taxes other than income56
 57
 55
Taxes other than income taxes56
 56
 57
Total operating expenses1,143

1,071

1,236
1,089

1,143

1,071
Gain on sales of assets1
 
 9

 1
 
Operating income190

229

50
217

190

229
Other income and (deductions)          
Interest expense, net(58) (51) (50)(61) (58) (51)
Other, net10
 14
 13
13
 10
 14
Total other income and (deductions)(48)
(37)
(37)(48)
(48)
(37)
Income before income taxes142

192

13
169

142

192
Income taxes22
 71
 22
22
 22
 71
Net income (loss)$120

$121

$(9)
Comprehensive income (loss)$120

$121

$(9)
Net income$147

$120

$121
Comprehensive income$147

$120

$121


See the Combined Notes to Consolidated Financial Statements


247213

Table of Contents




Delmarva Power & Light Company
Statements of Cash Flows
For the Years Ended December 31,For the Years Ended December 31,
(In millions)2018 2017 20162019 2018 2017
Cash flows from operating activities          
Net income (loss)$120
 $121
 $(9)
Net income$147
 $120
 $121
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:          
Depreciation and amortization182
 167
 157
184
 182
 167
Impairment losses on regulatory assets
 6
 

 
 6
Deferred income taxes and amortization of investment tax credits24
 89
 109
(7) 24
 89
Other non-cash operating activities24
 9
 114
27
 24
 9
Changes in assets and liabilities:          
Accounts receivable8
 (22) (5)(5) 8
 (22)
Receivables from and payables to affiliates, net(9) 11
 13
(5) (9) 11
Inventories(3) (5) 
(6) (3) (5)
Accounts payable and accrued expenses11
 (8) (4)3
 11
 (8)
Collateral received, net
 
 1
Income taxes2
 26
 28
12
 2
 26
Pension and non-pension postretirement benefit contributions
 (2) (22)(1) 
 (2)
Other assets and liabilities(7) (71) (72)(55) (7) (71)
Net cash flows provided by operating activities352

321

310
294

352

321
Cash flows from investing activities          
Capital expenditures(364) (428) (349)(348) (364) (428)
Other investing activities2
 (1) 13
1
 2
 (1)
Net cash flows used in investing activities(362)
(429)
(336)(347)
(362)
(429)
Cash flows from financing activities          
Change in short-term borrowings(216) 216
 (105)56
 (216) 216
Issuance of long-term debt200
 
 175
75
 200
 
Retirement of long-term debt(4) (40) (100)(12) (4) (40)
Dividends paid on common stock(96) (112) (54)(139) (96) (112)
Contributions from parent150
 
 152
63
 150
 
Other financing activities(2) 
 (1)(1) (2) 
Net cash flows provided by financing activities32

64

67
42

32

64
Increase (decrease) in cash, cash equivalents and restricted cash22
 (44) 41
(Decrease) increase in cash, cash equivalents and restricted cash(11) 22
 (44)
Cash, cash equivalents and restricted cash at beginning of period2
 46
 5
24
 2
 46
Cash, cash equivalents and restricted cash at end of period$24

$2

$46
$13

$24

$2
     
Supplemental cash flow information     
(Decrease) increase in capital expenditures not paid$(4) $22
 $4


See the Combined Notes to Consolidated Financial Statements


248214

Table of Contents




Delmarva Power & Light Company
Balance Sheets
December 31,December 31,
(In millions)2018 20172019 2018
ASSETS      
Current assets      
Cash and cash equivalents$23
 $2
$13
 $23
Restricted cash and cash equivalents1
 

 1
Accounts receivable, net      
Customer134
 146
Other46
 38
Customer (net of allowance for uncollectible accounts of $11 and $12 as of December 31, 2019 and 2018, respectively)141
 134
Other (net of allowance for uncollectible accounts of $4 and $1 as of December 31, 2019 and 2018, respectively)38
 46
Inventories, net      
Gas held in storage9
 7
Fossil Fuel8
 9
Materials and supplies37
 36
44
 37
Prepaid utility taxes18
 17
Regulatory assets59
 69
52
 59
Other27
 27
11
 10
Total current assets336

325
325

336
Property, plant and equipment, net3,821
 3,579
Property, plant and equipment, (net of accumulated depreciation and amortization of $1,425 and $1,329 as of December 31, 2019 and 2018, respectively)4,035
 3,821
Deferred debits and other assets      
Regulatory assets231
 245
222
 231
Goodwill8
 8
8
 8
Prepaid pension asset186
 193
171
 186
Other6
 7
69
 6
Total deferred debits and other assets431

453
470

431
Total assets$4,588

$4,357
$4,830

$4,588


See the Combined Notes to Consolidated Financial Statements


249215

Table of Contents




Delmarva Power & Light Company
Balance Sheets
December 31,December 31,
(In millions)2018 20172019 2018
LIABILITIES AND SHAREHOLDER'S EQUITY      
Current liabilities      
Short-term borrowings$
 $216
$56
 $
Long-term debt due within one year91
 83
80
 91
Accounts payable111
 82
112
 111
Accrued expenses39
 35
46
 39
Payables to affiliates33
 46
32
 33
Customer deposits36
 35
Regulatory liabilities59
 42
37
 59
Customer deposits35
 35
Other7
 8
15
 7
Total current liabilities375

547
414

375
Long-term debt1,403
 1,217
1,487
 1,403
Deferred credits and other liabilities      
Deferred income taxes and unamortized investment tax credits628
 603
655
 628
Non-pension postretirement benefit obligations17
 14
16
 17
Regulatory liabilities606
 593
574
 606
Other50
 48
104
 50
Total deferred credits and other liabilities1,301

1,258
1,349

1,301
Total liabilities3,079

3,022
3,250

3,079
Commitments and contingencies

 

  


Shareholder's equity      
Common stock914
 764
Common stock ($2.25 par value, 0 shares(a) authorized, 0 shares(a) outstanding at December 31, 2019 and 2018, respectively)
977
 914
Retained earnings595
 571
603
 595
Total shareholder's equity1,509

1,335
1,580

1,509
Total liabilities and shareholder's equity$4,588

$4,357
$4,830

$4,588

_____________
(a)In millions, shares round to zero. Number of shares is 1,000 authorized and 1,000 outstanding at December 31, 2019 and 2018.

See the Combined Notes to Consolidated Financial Statements


250216

Table of Contents




Delmarva Power & Light Company
Statements of Changes in Shareholder's Equity
(In millions)Common Stock Retained Earnings Total Shareholder's EquityCommon Stock Retained Earnings Total Shareholder's Equity
Balance, December 31, 2015$612
 $625
 $1,237
Net loss
 (9) (9)
Common stock dividends
 (54) (54)
Contributions from parent152
 
 152
Balance, December 31, 2016$764
 $562

$1,326
$764
 $562
 $1,326
Net income
 121
 121

 121
 121
Common stock dividends
 (112) (112)
 (112) (112)
Balance, December 31, 2017$764
 $571

$1,335
$764
 $571

$1,335
Net income
 120
 120

 120
 120
Common stock dividends
 (96) (96)
 (96) (96)
Contributions from parent150
 
 150
150
 
 150
Balance, December 31, 2018$914
 $595

$1,509
$914
 $595

$1,509
Net income
 147
 147
Common stock dividends
 (139) (139)
Contributions from parent63
 
 63
Balance, December 31, 2019$977
 $603

$1,580


See the Combined Notes to Consolidated Financial Statements


251217

Table of Contents






Atlantic City Electric Company and Subsidiary Company
Consolidated Statements of Operations and Comprehensive Income (Loss)
For the Years Ended December 31,For the Years Ended December 31,
(In millions)2018 2017 20162019 2018 2017
Operating revenues          
Electric operating revenues$1,237
 $1,176
 $1,245
$1,237
 $1,237
 $1,176
Revenues from alternative revenue programs(4) 8
 9

 (4) 8
Operating revenues from affiliates3
 2
 3
3
 3
 2
Total operating revenues1,236

1,186

1,257
1,240

1,236

1,186
Operating expenses          
Purchased power587
 541
 614
589
 587
 541
Purchased power from affiliates29
 29
 37
19
 29
 29
Operating and maintenance188
 279
 410
187
 188
 279
Operating and maintenance from affiliates142
 28
 18
133
 142
 28
Depreciation and amortization136
 146
 165
157
 136
 146
Taxes other than income5
 6
 7
Taxes other than income taxes4
 5
 6
Total operating expenses1,087

1,029

1,251
1,089

1,087

1,029
Gain on sale of assets
 
 1
Operating income149

157

7
151

149

157
Other income and (deductions)          
Interest expense, net(64) (61) (62)(58) (64) (61)
Other, net2
 7
 9
6
 2
 7
Total other income and (deductions)(62)
(54)
(53)(52)
(62)
(54)
Income (loss) before income taxes87

103

(46)
Income before income taxes99

87

103
Income taxes12
 26
 (4)
 12
 26
Net income (loss)$75

$77

$(42)
Comprehensive income (loss)$75

$77

$(42)
Net income$99

$75

$77
Comprehensive income$99

$75

$77


See the Combined Notes to Consolidated Financial Statements


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Atlantic City Electric Company and Subsidiary Company
Consolidated Statements of Cash Flows
For the Years Ended December 31,For the Years Ended December 31,
(In millions)2018 2017 20162019 2018 2017
Cash flows from operating activities          
Net income (loss)$75
 $77
 $(42)
Net income$99
 $75
 $77
Adjustments to reconcile net income (loss) to net cash from operating activities:          
Depreciation and amortization136
 146
 165
157
 136
 146
Impairment losses on regulatory assets
 7
 

 
 7
Deferred income taxes and amortization of investment tax credits25
 32
 22
3
 25
 32
Other non-cash operating activities24
 17
 155
22
 24
 17
Changes in assets and liabilities:          
Accounts receivable(8) 14
 (8)(13) (8) 14
Receivables from and payables to affiliates, net1
 
 13
(6) 1
 
Inventories(4) (7) (1)(1) (4) (7)
Accounts payable and accrued expenses(7) (2) 9
26
 (7) (2)
Income taxes(2) (11) 174
2
 (2) (11)
Pension and non-pension postretirement benefit contributions(6) (20) (17)(1) (6) (20)
Other assets and liabilities(6) (47) (85)(27) (6) (47)
Net cash flows provided by operating activities228

206

385
261

228

206
Cash flows from investing activities          
Capital expenditures(335) (312) (311)(375) (335) (312)
Other investing activities1
 (1) 4
(1) 1
 (1)
Net cash flows used in investing activities(334)
(313)
(307)(376)
(334)
(313)
Cash flows from financing activities          
Change in short-term borrowings(94) 108
 (5)56
 (94) 108
Proceeds from short-term borrowings with maturities greater than 90 days125
 
 

 125
 
Repayments of short-term borrowings with maturities greater than 90 days(125) 
 
Issuance of long-term debt350
 
 
150
 350
 
Retirement of long-term debt(281) (35) (48)(18) (281) (35)
Dividends paid on common stock(59) (68) (63)(124) (59) (68)
Contributions from parent67
 
 139
175
 67
 
Other financing activities(3) 
 (1)(1) (3) 
Net cash flows provided by financing activities105

5

22
113

105

5
(Decrease) increase in cash, cash equivalents and restricted cash(1)
(102)
100
Decrease in cash, cash equivalents and restricted cash(2)
(1)
(102)
Cash, cash equivalents and restricted cash at beginning of period31
 133
 33
30
 31
 133
Cash, cash equivalents and restricted cash at end of period$30

$31

$133
$28

$30

$31
     
Supplemental cash flow information     
(Decrease) increase in capital expenditures not paid$(29) $46
 $(13)


See the Combined Notes to Consolidated Financial Statements


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Atlantic City Electric Company and Subsidiary Company
Consolidated Balance Sheets
December 31,December 31,
(In millions)2018 20172019 2018
ASSETS      
Current assets      
Cash and cash equivalents$7
 $2
$12
 $7
Restricted cash and cash equivalents4
 6
2
 4
Accounts receivable, net      
Customer95
 92
Other55
 56
Customer (net of allowance for uncollectible accounts of $13 and $18 as of December 31, 2019 and 2018, respectively)108
 95
Other (net of allowance for uncollectible accounts of $5 and $1 as of December 31, 2019 and 2018, respectively)48
 55
Receivables from affiliates1
 
4
 1
Inventories, net33
 29
34
 33
Regulatory assets40
 71
57
 40
Other5
 2
5
 5
Total current assets240

258
270

240
Property, plant and equipment, net2,966
 2,706
Property, plant and equipment, (net of accumulated depreciation and amortization of $1,210 and $1,137 as of December 31, 2019 and 2018, respectively)3,190
 2,966
Deferred debits and other assets      
Regulatory assets386
 359
368
 386
Long-term note receivable
 4
Prepaid pension asset67
 73
52
 67
Other40
 45
53
 40
Total deferred debits and other assets493

481
473

493
Total assets(a)
$3,699

$3,445
$3,933

$3,699


See the Combined Notes to Consolidated Financial Statements


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Atlantic City Electric Company and Subsidiary Company
Consolidated Balance Sheets
December 31,December 31,
(In millions)2018 20172019 2018
LIABILITIES AND SHAREHOLDER'S EQUITY      
Current liabilities      
Short-term borrowings$139
 $108
$70
 $139
Long-term debt due within one year18
 281
20
 18
Accounts payable154
 118
144
 154
Accrued expenses35
 33
42
 35
Payables to affiliates28
 29
25
 28
Customer deposits25
 26
Regulatory liabilities18
 11
25
 18
Customer deposits26
 31
Other4
 8
9
 4
Total current liabilities422

619
360

422
Long-term debt1,170
 840
1,307
 1,170
Deferred credits and other liabilities      
Deferred income taxes and unamortized investment tax credits535
 493
577
 535
Non-pension postretirement benefit obligations17
 14
17
 17
Regulatory liabilities402
 411
357
 402
Other27
 25
39
 27
Total deferred credits and other liabilities981

943
990

981
Total liabilities(a)
2,573

2,402
2,657

2,573
Commitments and contingencies
 

 

Shareholder's equity      
Common stock979
 912
Common stock ($3 par value, 25 shares authorized, 9 shares outstanding at December 31, 2019 and 2018)1,154
 979
Retained earnings147
 131
122
 147
Total shareholder's equity1,126

1,043
1,276

1,126
Total liabilities and shareholder's equity$3,699

$3,445
$3,933

$3,699
_____________
(a)
ACE’s consolidated assets include $23$17 million and $29$23 million at December 31, 20182019 and 2017,2018, respectively, of ACE’s consolidated VIE that can only be used to settle the liabilities of the VIE. ACE’s consolidated liabilities include $59$41 million and $90$59 millionat December 31, 20182019 and 2017,2018, respectively, of ACE’s consolidated VIE for which the VIE creditors do not have recourse to ACE. See Note 222 - Variable Interest Entities for additional information.


See the Combined Notes to Consolidated Financial Statements


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Atlantic City Electric Company and Subsidiary Company
Consolidated Statements of Changes in Shareholder's Equity
(In millions)Common Stock Retained Earnings Total Shareholder's EquityCommon Stock Retained Earnings Total Shareholder's Equity
Balance, December 31, 2015$773
 $227
 $1,000
Net loss
 (42) (42)
Common stock dividends
 (63) (63)
Contributions from parent139
 
 139
Balance, December 31, 2016$912

$122
 $1,034
$912
 $122
 $1,034
Net income
 77
 77

 77
 77
Common stock dividends
 (68) (68)
 (68) (68)
Balance, December 31, 2017$912

$131
 $1,043
$912

$131
 $1,043
Net income
 75
 75

 75
 75
Common stock dividends
 (59) (59)
 (59) (59)
Contribution from parent67
 
 67
Contributions from parent67
 
 67
Balance, December 31, 2018$979

$147
 $1,126
$979

$147
 $1,126
Net income
 99
 99
Common stock dividends
 (124) (124)
Contributions from parent175
 
 175
Balance, December 31, 2019$1,154

$122
 $1,276




See the Combined Notes to Consolidated Financial Statements


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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)
Index to Combined Notes to Consolidated Financial Statements
The notes to the consolidated financial statements that follow are a combined presentation. The following list indicates the Registrants to which the footnotes apply:
Applicable Notes
Registrant123456789101112131415161718192021222324252627
Exelon Corporation...........................
Exelon Generation Company, LLC................. . .......
Commonwealth Edison Company.... .   ..........  ..... 
PECO Energy Company.... .  ........... ...... 
Baltimore Gas and Electric Company.... .  . .........  ..... 
Pepco Holdings LLC....... ......... .  ..... 
Potomac Electric Power Company....... ...........  ..... 
Delmarva Power & Light Company....... ...........  ..... 
Atlantic City Electric Company....... ...........  ..... 

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

1. Significant Accounting Policies (All Registrants)
Description of Business (All Registrants)
Exelon is a utility services holding company engaged in the generation, delivery and marketing of energy through Generation and the energy distribution and transmission businesses through ComEd, PECO, BGE, Pepco, DPL and ACE. On March 23, 2016, Exelon completed the merger with PHI, which became a wholly owned subsidiary of Exelon. PHI is a utility services holding company engaged through its principal wholly owned subsidiaries, Pepco, DPL and ACE, in the energy distribution and transmission businesses. See Note 5 — Mergers, Acquisitions and Dispositions for additional information regarding the merger transaction.
Name of Registrant  Business  Service Territories
Exelon Generation

Company, LLC
 Generation, physical delivery and marketing of power across multiple geographical regions through its customer-facing business, Constellation, which sells electricity to both wholesale and retail customers. Generation also sells natural gas, renewable energy and other energy-related products and services. SixFive reportable segments: Mid-Atlantic, Midwest, New England, New York, ERCOT and Other Power Regions
     
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  
Basis of Presentation (All Registrants)
This is a combined annual report of all Registrants. The Notes to the Consolidated Financial Statements apply to the Registrants as indicated above in the Index to Combined Notes to Consolidated Financial Statements and parenthetically next to each corresponding disclosure. When appropriate, the Registrants are named specifically for their related activities and disclosures. Each of the Registrant’s Consolidated Financial Statements includes the accounts of its subsidiaries. All intercompany transactions have been eliminated.
As a result of the merger with PHI, Exelon’s financial reporting reflects PHI’s consolidated financial results subsequent to the March 23, 2016, acquisition date.  Exelon has accounted for the merger transaction applying the acquisition method of accounting, which it has pushed-down to the consolidated financial statements of PHI such that the assets and liabilities of PHI are recorded at their respective fair values, and goodwill has been established as of the acquisition date.  Accordingly, the consolidated financial statements of PHI for periods before and after the March 23, 2016, acquisition date reflect different bases of accounting, and the results of operations and the financial positions of the predecessor and successor periods are not comparable.  The acquisition method of accounting has not been pushed down to PHI’s wholly owned subsidiary utility registrants, Pepco, DPL and ACE. 

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

For financial statement purposes, beginning on March 24, 2016, disclosures related to Exelon also apply to PHI, Pepco, DPL and ACE, unless otherwise noted.
Through its business services subsidiary, BSC, Exelon provides its subsidiaries with a variety of support services at cost, including legal, human resources, financial, 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, accounting, engineering, customer operations, distribution and transmission planning, asset management, system operations, and power procurement, to PHI operating companies. 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.

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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 1 — Significant Accounting Policies

Exelon owns 100% of Generation, PECO, BGE and PHI and more than 99% of ComEd. PHI owns 100% of Pepco, DPL and ACE. Generation owns 100% of its significant consolidated subsidiaries, either directly or indirectly, except for certain consolidated VIEs, including CENG and EGRP, of which Generation holds a 50.01% and 51% interest, respectively. The remaining interests in these consolidated VIEs are included in noncontrolling interests on Exelon’s and Generation’s Consolidated Balance Sheets. See Note 222 — Variable Interest Entities for additional information of Exelon’s and Generation’s consolidated VIEs.
The Registrants consolidate the accounts of entities in which a Registrant has a controlling financial interest, after the elimination of intercompany transactions. Where the Registrants do not have a controlling financial interest in an entity, proportionate consolidation, equity method accounting or accounting for investments in equity securities without readily determinable fair value is applied. The Registrants apply proportionate consolidation when they have an undivided interest in an asset and are proportionately liable for their share of each liability associated with the asset. The Registrants proportionately consolidate their undivided ownership interests in jointly owned electric plants and transmission facilities. Under proportionate consolidation, the Registrants separately record their proportionate share of the assets, liabilities, revenues and expenses related to the undivided interest in the asset. The Registrants apply equity method accounting when they have significant influence over an investee through an ownership in common stock, which generally approximates a 20% to 50% voting interest. The Registrants apply equity method accounting to certain investments and joint ventures, including certain financing trusts of ComEd and PECO. Under equity method accounting, the Registrants report their interest in the entity as an investment and the Registrants’ percentage share of the earnings from the entity as single line items in their financial statements. The Registrants use accounting for investments in equity securities without readily determinable fair values if they lack significant influence, which generally results when they hold less than 20% of the common stock of an entity. Under accounting for investments in equity securities without readily determinable fair values, the Registrants report their investments at cost adjusted for changes from observable transactions for identical or similar investments of the same issuer, less impairment. Changes in measurement are reported in earnings.
The accompanying consolidated financial statements have been prepared in accordance with GAAP for annual financial statements and in accordance with the instructions to Form 10-K and Regulation S-X promulgated by the SEC.
Use of Estimates (All Registrants)
The preparation of financial statements of each of the Registrants in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Areas in which significant estimates have been made include, but are not limited to, the accounting for nuclear decommissioning costs and other AROs, pension and other postretirement benefits,OPEB, the application of purchase accounting, inventory reserves, allowance for uncollectible accounts, goodwill and asset impairments, derivative instruments, unamortized energy contracts, fixed asset depreciation, environmental costs and other loss contingencies, taxes and unbilled energy revenues. Actual results could differ from those estimates.
Prior Period Adjustments and Reclassifications (All Registrants)(Exelon, PHI and Pepco)
Certain prior year amountsIn the fourth quarter 2019, management identified an error related to an overstatement of the regulatory asset associated with Pepco’s decoupling mechanism for Maryland that originated in 2007 upon the Registrants' Consolidated Statementsinception of Operationsthe program. Management has concluded that the error was not material to previously issued consolidated financial statements and Comprehensive Income, Consolidated Statementsthe error was corrected through a revision to Exelon’s, PHI’s and Pepco’s consolidated financial statements contained herein for the years ended December 31, 2018 and 2017. The impact of Cash Flows, Consolidated Balance Sheetsthe error correction was an $11 million reduction to Exelon’s, PHI’s and Consolidated Statements of Changes in Shareholders' Equity have been recasted to reflect new accounting standards issued by the FASB and adoptedPepco’s opening Retained earnings as of January 1, 2017 with a corresponding reduction to current Regulatory assets of $18 million and Deferred income taxes and unamortized investment tax credits of $7 million. In addition, Exelon’s, PHI’s and Pepco’s Total operating revenues decreased by $7 million for the years ended December 31, 2018 and 2017 and Net income decreased by $5 million and $7 million for the years ended December 31, 2018 and 2017, respectively, from originally reported amounts. The error did not impact net cash flows provided by operating activities, net cash flows used in investing activities or net cash flows provided by financing activities for the years ended December 31, 2018 and 2017 for Exelon, PHI and Pepco. Exelon’s diluted earnings per share of common stock remained unchanged from the originally reported amount for the year ended December 31, 2018. See New Accounting Standards belowExelon’s basic earnings per share of common stock for additional information.the year ended December 31, 2018 and basic and diluted earnings per share of common stock for the year ended December 31, 2017 decreased by $0.01 from the originally reported amount.


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Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 1 — Significant Accounting Policies

Accounting for the Effects of Regulation (Exelon and the Utility Registrants)
For their regulated electric and gas operations, Exelon and the Utility Registrants reflect the effects of cost-based rate regulation in their financial statements, which is required for entities with regulated operations that meet the following criteria: 1) rates are established or approved by a third-party regulator; (2) rates are designed to recover the entities’ cost of providing services or products; and (3) there is a reasonable expectation that rates designed to recover costs can be charged to and collected from customers. Exelon and the Utility Registrants account for their regulated operations in accordance with regulatory and legislative guidance from the regulatory authorities having jurisdiction, principally the ICC, PAPUC, MDPSC, DCPSC, DPSC and NJBPU, under state public utility laws and the FERC under various Federal laws. Regulatory assets and liabilities are amortized and the related expense or revenue is recognized in the Consolidated Statements of Operations consistent with the recovery or refund included in customer rates. Exelon's regulatory assets and liabilities as of the balance sheet date are probable of being recovered or settled in future rates. If a separable portion of the Registrants' business was no longer able to meet the criteria discussed above, the affected entities would be required to eliminate from their consolidated financial statements the effects of regulation for that portion, which could have a material impact on their financial statements. See Note 43 — Regulatory Matters for additional information.
With the exception of income tax-related regulatory assets and liabilities, Exelon and the Utility Registrants classify regulatory assets and liabilities with a recovery or settlement period greater than one year as both current and non-current in their Consolidated Balance Sheets, with the current portion representing the amount expected to be recovered from or settled to customers over the next twelve-month period as of the balance sheet date.  Income tax-related regulatory assets and liabilities are classified entirely as non-current in Exelon's and the Utility Registrants’ Consolidated Balance Sheets to align with the classification of the related deferred income tax balances.
Exelon and the Utility Registrants treat the impacts of a final rate order received after the balance sheet date but prior to the issuance of the financial statements as a non-recognized subsequent event, as the receipt of a final rate order is a separate and distinct event that has future impacts on the parties affected by the order.
Revenues (All Registrants)
Operating Revenues. The Registrants’ operating revenues generally consist of revenues from contracts with customers involving the sale and delivery of energy commodities and related products and services, utility revenues from alternative revenue programs (ARP),ARP, and realized and unrealized revenues recognized under mark-to-market energy commodity derivative contracts. The Registrants recognize revenue from contracts with customers to depict the transfer of goods or services to customers in an amount that the entities expect to be entitled to in exchange for those goods or services. Generation’s primary sources of revenue include competitive sales of power, natural gas, and other energy-related products and services. The Utility Registrants’ primary sources of revenue include regulated electric and natural gas tariff sales, distribution and transmission services. At the end of each month, the Registrants accrue an estimate for the unbilled amount of energy delivered or services provided to customers.
ComEd records ARP revenue for its best estimate of the electric distribution, energy efficiency, and transmission revenue impacts resulting from future changes in rates that ComEd believes are probable of approval by the ICC and FERC in accordance with its formula rate mechanisms. BGE, Pepco and DPL record ARP revenue for their best estimate of the electric and natural gas distribution revenue impacts resulting from future changes in rates that they believe are probable of approval by the MDPSC and/or DCPSC in accordance with their revenue decoupling mechanisms. PECO, BGE, Pepco, DPL and ACE record ARP revenue for their best estimate of the transmission revenue impacts resulting from future changes in rates that they believe are probable of approval by FERC in accordance with their formula rate mechanisms. See Note 43 — Regulatory Matters and Note 23 — Supplemental Financial Information for additional information.
Option Contracts, Swaps and Commodity Derivatives. Certain option contracts and swap arrangements that meet the definition of derivative instruments are recorded at fair value with subsequent changes in fair value recognized as revenue or expense. The classification of revenue or expense is based on the intent of the transaction. To the extent a Utility Registrant receives full cost recovery for energy procurement and related costs from retail customers, it records the fair value of its energy swap contracts with unaffiliated suppliers as well as an offsetting regulatory asset or liability in its Consolidated Balance Sheets. See Note 43 — Regulatory Matters and Note 1215 — Derivative Financial Instruments for additional information.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Taxes Directly Imposed on Revenue-Producing Transactions. The Registrants collect certain taxes from customers such as sales and gross receipts taxes, along with other taxes, surcharges and fees, that are levied by

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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 1 — Significant Accounting Policies

state or local governments on the sale or distribution of gas and electricity. Some of these taxes are imposed on the customer, but paid by the Registrants, while others are imposed on the Registrants. Where these taxes are imposed on the customer, such as sales taxes, they are reported on a net basis with no impact to the Consolidated Statements of Operations and Comprehensive Income. However, where these taxes are imposed on the Registrants, such as gross receipts taxes or other surcharges or fees, they are reported on a gross basis. Accordingly, revenues are recognized for the taxes collected from customers along with an offsetting expense. See Note 23 — Supplemental Financial Information for Generation’s, ComEd’s, PECO’s, BGE’s, Pepco's, DPL's and ACE's utility taxes that are presented on a gross basis.
Leases (All Registrants)
The Registrants recognize a ROU asset and lease liability for operating leases with a term of greater than one year. The ROU asset is included in Other deferred debits and other assets and the lease liability is included in Other current liabilities and Other deferred credits and other liabilities on the Consolidated Balance Sheets. The ROU asset is measured as the sum of (1) the present value of all remaining fixed and in-substance fixed payments using each Registrant’s incremental borrowing rate, (2) any lease payments made at or before the commencement date (less any lease incentives received) and (3) any initial direct costs incurred. The lease liability is measured the same as the ROU asset, but excludes any payments made before the commencement date and initial direct costs incurred. Lease terms include options to extend or terminate the lease if it is reasonably certain they will be exercised. The Registrants include non-lease components for most asset classes, which are service-related costs that are not integral to the use of the asset, in the measurement of the ROU asset and lease liability.
Expense for operating leases and leases with a term of one year or less is recognized on a straight-line basis over the term of the lease, unless another systematic and rational basis is more representative of the derivation of benefit from use of the leased property. Variable lease payments are recognized in the period in which the related obligation is incurred and consist primarily of payments for purchases of electricity under contracted generation and are based on the electricity produced by those generating assets. Operating lease expense and variable lease payments are recorded to Purchased power and fuel expense for contracted generation or Operating and maintenance expense for all other lease agreements on the Registrants’ Statements of Operations and Comprehensive Income.
Income from operating leases, including subleases, is recognized on a straight-line basis over the term of the lease, unless another systematic and rational basis is more representative of the pattern in which income is earned over the term of the lease. Variable lease payments are recognized in the period in which the related obligation is performed and consist primarily of payments received from sales of electricity under contracted generation and are based on the electricity produced by those generating assets. Operating lease income and variable lease payments are recorded to Operating revenues on the Registrants’ Statements of Operations and Comprehensive Income.
The Registrants’ operating leases consist primarily of contracted generation, real estate including office buildings, and vehicles and equipment. The Registrants generally account for contracted generation in which the generating asset is not renewable as a lease if the customer has dispatch rights and obtains substantially all of the economic benefits. For new agreements entered after January 1, 2019, the Registrants generally do not account for contracted generation in which the generating asset is renewable as a lease if the customer does not design the generating asset. The Registrants account for land right arrangements that provide for exclusive use as leases while shared use land arrangements are generally not leases. The Registrants do not account for secondary use pole attachments as leases.
See Note 10 — Leases for additional information.
Income Taxes (All Registrants)
Deferred Federal and state income taxes are recorded on significant temporary differences between the book and tax basis of assets and liabilities and for tax benefits carried forward. Investment tax credits have been deferred in the Registrants’ Consolidated Balance Sheets and are recognized in book income over the life of the related property. The Registrants account for uncertain income tax positions using a benefit recognition model with a two-step approach; a more-likely-than-not recognition criterion; and a measurement approach that measures the position as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. If it is not more-likely-than-not that the benefit of the tax position will be sustained on its technical merits, no benefit is recorded. Uncertain tax positions that relate only to timing of when an item is included on a tax return are considered to have met the recognition threshold. The Registrants recognize accrued interest related to unrecognized tax

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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 1 — Significant Accounting Policies

benefits in Interest expense or Other income and deductions (interest income) and recognize penalties related to unrecognized tax benefits in Other, net in their Consolidated Statements of Operations and Comprehensive Income.
Pursuant to the IRC and relevant state taxing authorities, Exelon and its subsidiaries file consolidated or combined income tax returns for Federal and certain state jurisdictions where allowed or required. See Note 14 — Income Taxes for additional information.
Cash and Cash Equivalents (All Registrants)
The Registrants consider investments purchased with an original maturity of three months or less to be cash equivalents.
Restricted Cash and Cash Equivalents (All Registrants)
Restricted cash and cash equivalents represent funds that are restricted to satisfy designated current liabilities. As of December 31, 20182019 and 2017,2018, the Registrants' restricted cash and cash equivalents primarily represented the following items:
RegistrantDescription
ExelonPayment of medical, dental, vision and long-term disability benefits, in addition to the items listed for Generation and the Utility Registrants.
GenerationProject-specific nonrecourse financing structures for debt service and financing of operations of the underlying entities.
ComEdCollateral held from suppliers associated with energy and REC procurement contracts, any over-recovered RPS costs and alternative compliance payments received from RES pursuant to FEJA and costs for the remediation of an MGP site.
PECOProceeds from the sales of assets that were subject to PECO’s mortgage indenture.
BGEProceeds from the loan program for the completion of certain energy efficiency measures and collateral held from energy suppliers.
PHIPayment of merger commitments, collateral held from its energy suppliers associated with procurement contracts and repayment of transition bonds.
PepcoPayment of merger commitments and collateral held from energy suppliers.
DPLCollateral held from energy suppliers.
ACERepayment of transition bonds and collateral held from energy suppliers.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Restricted cash and cash equivalents not available to satisfy current liabilities are classified as noncurrent assets. As of December 31, 20182019 and 2017,2018, the Registrants' noncurrent restricted cash and cash equivalents primarily represented ComEd’s over-recovered RPS costs and alternative compliance payments received from RES pursuant to FEJA and costs for the remediation of an MGP site, and ACE’s repayment of transition bonds.
See Note 23 — Supplemental Financial Information for additional information.
Allowance for Uncollectible Accounts (All Registrants)
The allowance for uncollectible accounts reflects the Registrants’ best estimates of losses on the customers' accounts receivable balances. For Generation, the allowance is based on accounts receivable aging historical experience and other currently available information. Utility Registrants estimate the allowance by applying loss rates developed specifically for each company to the outstanding receivable balance by customer risk segment. Utility Registrants' customer accounts are written off consistent with approved regulatory requirements. See Note 43 — Regulatory Matters for additional information regarding the regulatory recovery of uncollectible accounts receivable at ComEd and ACE.
Variable Interest Entities (All Registrants)(Exelon, Generation, PHI and ACE)
Exelon accounts for its investments in and arrangements with VIEs based on the following specific requirements:
requires an entity to qualitatively assess whether it should consolidate a VIE based on whether the entity has a controlling financial interest,
requires an ongoing reconsideration of this assessment instead of only upon certain triggering events, and
requires the entity that consolidates a VIE (the primary beneficiary) to disclose (1) the assets of the consolidated VIE, if they can be used to only settle specific obligations of the consolidated VIE, and (2) the

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

Note 1 — Significant Accounting Policies

liabilities of a consolidated VIE for which creditors do not have recourse to the general credit of the primary beneficiary.
See Note 222 — Variable Interest Entities for additional information.
Inventories (All Registrants)
Inventory is recorded at the lower of weighted average cost or net realizable value. Provisions are recorded for excess and obsolete inventory. Fossil fuel, materials and supplies, and emissions allowances are generally included in inventory when purchased. Fossil fuel and emissions allowances are expensed to purchased power and fuel expense when used or sold. Materials and supplies generally includes transmission, distribution and generating plant materials and are expensed to operating and maintenance or capitalized to property, plant and equipment, as appropriate, when installed or used.
Debt and Equity Security Investments (Exelon and Generation)
Debt Security Investments. Debt securities are reported at fair value and classified as available-for-sale securities. Unrealized gains and losses, net of tax, are reported in OCI.
Equity Security Investments without Readily Determinable Fair Values. Exelon has certain equity securities without readily determinable fair values. Exelon has elected to use the practicability exception to measure these investments, defined as cost adjusted for changes from observable transactions for identical or similar investments of the same issuer, less impairment. Changes in measurement are reported in earnings.
Equity Security Investments with Readily Determinable Fair Values. Equity securities held in the NDT funds are classified as equity securities with readily determinable fair values. Realized and unrealized gains and losses, net of tax, on Generation’s NDT funds associated with the Regulatory Agreement Units are included in regulatory liabilities at Exelon, ComEd and PECO, and in Noncurrent payables to affiliates at Generation and in Noncurrent receivables from affiliates at ComEd and PECO. Realized and unrealized gains and losses, net of tax, on Generation’s NDT funds associated with the Non-Regulatory Agreement Units are included in earnings at Exelon and Generation. Exelon's and Generation's NDT funds are classified as current or noncurrent assets, depending on the timing of the decommissioning activities and income taxes on trust earnings. See Note 43 — Regulatory Matters for additional information regarding ComEd’s and PECO’s regulatory assets and liabilities and Note 1117

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Fair Value of Financial Assets and Liabilities and Note 159 — Asset Retirement Obligations for additional information regarding marketable securities held by NDT funds.
Property, Plant and Equipment (All Registrants)
Property, plant and equipment is recorded at original cost. Original cost includes construction-related direct labor and material costs. The Utility Registrants also include indirect construction costs including labor and related costs of departments associated with supporting construction activities. When appropriate, original cost also includes capitalized interest for Generation, Exelon Corporate and PHI and AFUDC for regulated property at the Utility Registrants. The cost of repairs and maintenance, including planned major maintenance activities and minor replacements of property, is charged to Operating and maintenance expense as incurred.
Third parties reimburse the Utility Registrants for all or a portion of expenditures for certain capital projects. Such contributions in aid of construction costs (CIAC) are recorded as a reduction to Property, plant and equipment, net. DOE SGIG and other funds reimbursed to the Utility Registrants have been accounted for as CIAC.
For Generation, upon retirement, the cost of property is generally charged to accumulated depreciation in accordance with the composite and group methods of depreciation. Upon replacement of an asset, the costs to remove the asset, net of salvage, are capitalized to gross plant when incurred as part of the cost of the newly-installed asset and recorded to depreciation expense over the life of the new asset. Removal costs, net of salvage, incurred for property that will not be replaced is charged to Operating and maintenance expense as incurred.
For the Utility Registrants, upon retirement, the cost of property, net of salvage, is charged to accumulated depreciation consistent with the composite and group methods of depreciation.  Depreciation expense at ComEd, BGE, Pepco, DPL and ACE includes the estimated cost of dismantling and removing plant from service upon retirement. Actual incurred removal costs are applied against a related regulatory liability or recorded to a regulatory asset if in excess of previously collected removal costs.  PECO’s removal costs are capitalized to accumulated

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

Note 1 — Significant Accounting Policies

depreciation when incurred, and recorded to depreciation expense over the life of the new asset constructed consistent with PECO’s regulatory recovery method.
Capitalized Software. Certain costs, such as design, coding, and testing incurred during the application development stage of software projects that are internally developed or purchased for operational use are capitalized within Property, plant and equipment. Similar costs incurred for cloud-based solutions treated as service arrangements are capitalized within Other Current Assets and Deferred Debits and Other Assets. Such capitalized amounts are amortized ratably over the expected lives of the projects when they become operational, generally not to exceed five years. Certain other capitalized software costs are being amortized over longer lives based on the expected life or pursuant to prescribed regulatory requirements.
Capitalized Interest and AFUDC. During construction, Exelon and Generation capitalize the costs of debt funds used to finance non-regulated construction projects. Capitalization of debt funds is recorded as a charge to construction work in progress and as a non-cash credit to interest expense.
AFUDC is the cost, during the period of construction, of debt and equity funds used to finance construction projects for regulated operations. AFUDC is recorded to construction work in progress and as a non-cash credit to an allowance that is included in interest expense for debt-related funds and other income and deductions for equity-related funds. The rates used for capitalizing AFUDC are computed under a method prescribed by regulatory authorities.
See Note 67 — Property, Plant and Equipment, Note 98 — Jointly Owned Electric Utility Plant and Note 23 — Supplemental Financial Information for additional information regarding property, plant and equipment.
Nuclear Fuel (Exelon and Generation)
The cost of nuclear fuel is capitalized within Property, plant and equipment and charged to fuel expense using the unit-of-production method. Any potential future SNF disposal fees will be expensed through fuel expense. Additionally, certain on-site SNF storage costs are being reimbursed by the DOE since a DOE (or government-owned) long-term storage facility has not been completed. See Note 2218 — Commitments and Contingencies for additional information regarding the cost of SNF storage and disposal.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Nuclear Outage Costs (Exelon and Generation)
Costs associated with nuclear outages, including planned major maintenance activities, are expensed to Operating and maintenance expense or capitalized to Property, plant and equipment (based on the nature of the activities) in the period incurred.
Depreciation and Amortization (All Registrants)
Except for the amortization of nuclear fuel, depreciation is generally recorded over the estimated service lives of property, plant and equipment on a straight-line basis using the group, composite or unitary methods of depreciation. The group approach is typically for groups of similar assets that have approximately the same useful lives and the composite approach is used for dissimilar assets that have different lives. Under both methods, a reporting entity depreciates the assets over the average life of the assets in the group. The Utility Registrants' depreciation expense includes the estimated cost of dismantling and removing plant from service upon retirement, which is consistent with each utility's regulatory recovery method. The estimated service lives for the Registrants are based on a combination of depreciation studies, historical retirements, site licenses and management estimates of operating costs and expected future energy market conditions. See Note 86 — Early Plant Retirements for additional information on the impacts of expected and potential early plant retirements.
See Note 67 — Property, Plant and Equipment for additional information regarding depreciation.
Amortization of regulatory assets and liabilities are recorded over the recovery or refund period specified in the related legislation or regulatory order or agreement. When the recovery or refund period is less than one year, amortization is recorded to the line item in which the deferred cost or income would have originally been recorded in the Utility Registrants’ Consolidated Statements of Operations and Comprehensive Income. Amortization of ComEd’s electric distribution and energy efficiency formula rate regulatory assets and the Utility Registrants' transmission formula rate regulatory assets is recorded to Operating revenues.

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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 1 — Significant Accounting Policies

Amortization of income tax related regulatory assets and liabilities is generally recorded to Income tax expense. With the exception of the regulatory assets and liabilities discussed above, when the recovery period is more than one year, the amortization is generally recorded to Depreciation and amortization in the Registrants’ Consolidated Statements of Operations and Comprehensive Income.
See Note 43 — Regulatory Matters and Note 23 — Supplemental Financial Information for additional information regarding Generation’s nuclear fuel and ARC, and the amortization of the Utility Registrants' regulatory assets.
Asset Retirement Obligations (All Registrants)
Generation estimates and recognizes a liability for its legal obligation to perform asset retirement activities even though the timing and/or methods of settlement may be conditional on future events. Generation generally updates its nuclear decommissioning ARO annually, unless circumstances warrant more frequent updates, based on its annual evaluation of cost escalation factors and probabilities assigned to the multiple outcome scenarios within its probability-weighted discounted cash flow models. Generation’s multiple outcome scenarios are generally based on decommissioning cost studies which are updated, on a rotational basis, for each of Generation’s nuclear units at least every five years, unless circumstances warrant more frequent updates. AROs are accreted throughout each year to reflect the time value of money for these present value obligations through a charge to Operating and maintenance expense in the Consolidated Statements of Operations and Comprehensive Income for Non-Regulatory Agreement Units and through a decrease to regulatory liabilities for Regulatory Agreement Units or, in the case of the Utility Registrants' accretion, through an increase to regulatory assets. See Note 159 — Asset Retirement Obligations for additional information.
Guarantees (All Registrants)
The Registrants recognize, at the inception of a guarantee, a liability for the fair market value of the obligations they have undertaken by issuing the guarantee, including the ongoing obligation to perform over the term of the guarantee in the event that the specified triggering events or conditions occur.
The liability that is initially recognized at the inception of the guarantee is reduced or eliminated as the Registrants are released from risk under the guarantee. Depending on the nature of the guarantee, the release from risk of the Registrant may be recognized only upon the expiration or settlement of the guarantee or by a systematic and rational

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

amortization method over the term of the guarantee. See Note 2218 — Commitments and Contingencies for additional information.
Asset Impairments
Long-Lived Assets (All Registrants). The Registrants regularly monitor and evaluate the carrying value of their long-lived assets orand asset groups excluding goodwill, whenfor recoverability whenever events or changes in circumstances indicate that the carrying value of those assets may not be recoverable. Indicators of impairment may include a deteriorating business climate, including, but not limited to, declines in energy prices, condition of the asset, specific regulatory disallowance, or plans to dispose of a long-lived asset significantly before the end of its useful life. The Registrants determine if long-lived assets and asset groups are impaired by comparing the undiscounted expected future cash flows to the carrying value. When the undiscounted cash flow analysis indicates a long-lived asset or asset group is not recoverable, the amount of the impairment loss is determined by measuring the excess of the carrying amount of the long-lived asset or asset group over its fair value. See Note 711Impairment of Long-Lived Assets and IntangiblesAsset Impairments for additional information.
Goodwill (Exelon, ComEd and PHI). Goodwill represents the excess of the purchase price paid over the estimated fair value of the net assets acquired and liabilities assumed in the acquisition of a business. Goodwill is not amortized, but is tested for impairment at least annually or on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. See Note 1012 — Intangible Assets for additional information.
Equity Method Investments (Exelon and Generation). Exelon and Generation regularly monitor and evaluate equity method investments to determine whether they are impaired. An impairment is recorded when the investment has experienced a decline in value that is other-than-temporary in nature. Additionally, if the entity in which Generation holds an investment recognizes an impairment loss, Exelon and Generation would record their proportionate share of that impairment loss and evaluate the investment for an other-than-temporary decline in value.

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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 1 — Significant Accounting Policies

Debt Security Investments (Exelon and Generation). Declines in the fair value of debt security investments below the cost basis are reviewed to determine if such decline is other-than-temporary. If the decline is determined to be other-than-temporary, the amount of the impairment loss is included in earnings.
Equity Security Investments (Exelon and Generation). Equity investments with readily determinable fair values are measured and recorded at fair value with any changes in fair value recorded through earnings. Investments in equity securities without readily determinable fair values are qualitatively assessed for impairment each reporting period. If it is determined that the equity security is impaired on the basis of the qualitative assessment, an impairment loss will be recognized in earnings to the amount by which the security’s carrying amount exceeds its fair value.
Derivative Financial Instruments (All Registrants)
All derivatives are recognized on the balance sheet at their fair value unless they qualify for certain exceptions, including the normal purchases and normal sales exception.NPNS. For derivatives intended to serve as economic hedges, changes in fair value are recognized in earnings each period. Amounts classified in earnings are included in Operating revenue, Purchased power and fuel, Interest expense or Other, net in the Consolidated Statements of Operations and Comprehensive Income based on the activity the transaction is economically hedging. While the majority of the derivatives serve as economic hedges, there are also derivatives entered into for proprietary trading purposes, subject to Exelon’s Risk Management Policy, and changes in the fair value of those derivatives are recorded in revenue in the Consolidated Statements of Operations and Comprehensive Income. At the Utility Registrants, changes in fair value may be recorded as a regulatory asset or liability if there is an ability to recover or return the associated costs. Cash inflows and outflows related to derivative instruments are included as a component of operating, investing or financing cash flows in the Consolidated Statements of Cash Flows, depending on the nature of each transaction. On July 1, 2018, Exelon and Generation de-designated its fair value and cash flow hedges. See Note 43 — Regulatory Matters and Note 1215 — Derivative Financial Instruments for additional information.
As part of Generation’s energy marketing business, Generation enters into contracts to buy and sell energy to meet the requirements of its customers. These contracts include short-term and long-term commitments to purchase and sell energy and energy-related products in the energy markets with the intent and ability to deliver or take delivery of the underlying physical commodity. Normal purchases and normal salesNPNS are contracts where physical delivery is probable, quantities are expected to be used or sold in the normal course of business over a reasonable period of time and will not be financially settled. Revenues and expenses on derivative contracts that qualify, and are designated, as normal purchases and normal salesNPNS are recognized when the underlying physical transaction is

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

completed. While these contracts are considered derivative financial instruments, they are not required to be recorded at fair value, but rather are recorded on an accrual basis of accounting. See Note 1215 — Derivative Financial Instruments for additional information.
Retirement Benefits (All Registrants)
Exelon sponsors defined benefit pension plans and other postretirement benefitOPEB plans for essentially all employees.
The measurement of the plan obligations and costs of providing benefits under these plans involveare measured as of December 31. The measurement involves various factors assumptions, and accounting elections. The impact of assumption changes or experience different from that assumed on pension and other postretirement benefitOPEB obligations is recognized over time rather than immediately recognized in the Consolidated Statements of Operations and Comprehensive Income. Gains or losses in excess of the greater of ten percent of the projected benefit obligation or the MRV of plan assets are amortized over the expected average remaining service period of plan participants. See Note 1614 — Retirement Benefits for additional information.
New Accounting Standards (All Registrants)
New Accounting Standards Adopted in 2018:2019: In 2018,2019, the Registrants adopted the following new authoritative accounting guidance issued by the FASB.
Defined Benefit Plan Disclosures (Issued August 2018). Eliminates existing disclosure requirements related to amounts in Accumulated other comprehensive income expected to be recognized in Net periodic benefit cost over the next year and the effects of a one-percentage-point change in the assumed health care cost trend rates. In addition, new disclosures were added such as the weighted-average interest crediting rates for cash balance plans and an explanation for the reasons for significant gains and losses related to changes in the benefit obligation. The standard is effective January 1, 2021, with early adoption permitted, and must be applied retrospectively. Exelon early adopted this standard in the fourth quarter of 2018. See Note 16 — Retirement Benefits for additional information.
Fair Value Measurement Disclosures (Issued August 2018). Updates the disclosure requirements for fair value measurements to improve the usefulness of information for financial statement users. The guidance removes the requirements to disclose (1) the amount of and reasons for transfers between Level 1 and Level 2, (2) the policy for timing of transfers between levels, and (3) the valuation processes for Level 3 fair value measurements and adds a requirement to disclose the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The standard is effective January 1, 2020, with early adoption permitted. The amendments to remove disclosures must be applied retrospectively and can be early adopted, while the amendments to add disclosures must be applied prospectively and adoption can be delayed until the effective date. The Registrants early adopted, in the fourth quarter of 2018, the amendments to remove disclosures and will adopt the amendments to add disclosures in the first quarter of 2020. The impact of the new disclosures is not expected to be material to the Registrants’ consolidated financial statements. See Note 11 — Fair Value of Financial Assets and Liabilities for additional information.
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (Issued February 2018). Provides an election for a reclassification from AOCI to Retained earnings to eliminate the stranded tax effects resulting from the TCJA. This standard is effective January 1, 2019, with early adoption permitted, and may be applied either in the period of adoption or retrospective to each period in which the effects of the TCJA were recognized. Exelon early adopted this standard and elected to apply the guidance retrospectively as of December 31, 2017, which resulted in an increase to Exelon’s Retained earnings and Accumulated other comprehensive loss of $539 million in its Consolidated Balance Sheet and Consolidated Statement of Changes in Shareholders' Equity related to deferred income taxes associated with Exelon’s pension and OPEB obligations. There was no impact for Generation or the Utility Registrants. Exelon's accounting policy is to release the stranded tax effects from AOCI related to its pension and OPEB plans under a portfolio (or aggregate) approach as an entire pension or OPEB plan is liquidated or terminated. See Note 21— Changes in Accumulated Other Comprehensive Income for additional information.
Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (Issued March 2017). Changes the accounting and presentation of pension and OPEB costs at the plan sponsor (i.e., Exelon) level. The guidance requires plan sponsors to report the service cost and other non-service cost components of net periodic pension cost and net periodic OPEB cost (together, net benefit cost) separately. Under the new guidance,

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

service cost is presented as part of income from operations and the other non-service cost components are classified outside of income from operations in the Consolidated Statements of Operations and Comprehensive Income. Additionally, service cost is the only component eligible for capitalization on a prospective basis beginning on January 1, 2018. Under prior GAAP, the total amount of net benefit cost was recorded as part of income from operations and all components were eligible for capitalization. Exelon applied the presentation of the service component and the other non-service cost components of net benefit costs retrospectively and, accordingly, have recasted those amounts, which were not material, in its Consolidated Statement of Operations and Comprehensive Income in prior periods presented. Exelon elected the practical expedient that permits an employer to use the amounts disclosed in its pension and other postretirement benefit plan note for the comparative periods as the estimation basis for applying the retrospective presentation requirements. In Exelon’s consolidated financial statements, non-service cost components of pension and OPEB cost capitalizable under a regulatory framework were prospectively reported as regulatory assets (previously, they were capitalizable under pension and OPEB accounting guidance and reported as PP&E). These regulatory assets are amortized outside of operating income. See Note 16Retirement Benefits for additional information.
Generation, ComEd, PECO, BGE, BSC, PHI, Pepco, DPL, ACE and PHISCO participate in Exelon’s single employer pension and OPEB plans and apply multi-employer accounting. Multi-employer accounting was not impacted by this standard; therefore, Exelon's subsidiary financial statements did not change upon its adoption.
Statement of Cash Flows: Classification of Restricted Cash (Issued November 2016). The standard states that amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows (instead of being presented as cash flow activities). The Registrants applied the new guidance using the full retrospective method and, accordingly, have recasted the presentation of restricted cash in their Consolidated Statements of Cash Flows in the prior periods presented. See Note 23Supplemental Financial Information for additional information.
Recognition and Measurement of Financial Assets and Financial Liabilities (Issued January 2016). Eliminates the available-for-sale and cost method classification for equity securities and requires that all equity investments (other than those accounted for using the equity method of accounting) be measured and recorded at fair value with any changes in fair value recorded through earnings and, for equity investments without a readily determinable fair value, provides a measurement alternative of cost less impairment plus or minus adjustments for observable price changes in identical or similar assets. In addition, equity investments without readily determinable fair values must be qualitatively assessed for impairment each reporting period and fair value determined if any significant impairment indicators exist. If fair value is less than carrying value, the impairment is recorded through net income immediately in the period in which it is identified. The guidance does not impact the classification or measurement of investments in debt securities. The guidance also amends several disclosure requirements, including requiring i) financial assets and financial liabilities to be presented separately in the balance sheet or note, grouped by measurement category and form, ii) disclosure of the methods and significant assumptions used to estimate fair value or a description of the changes in the methods and assumptions used to estimate fair value, and iii) for financial assets and liabilities measured at amortized cost, disclosure of the fair value of the amount that would be received to sell the asset or paid to transfer the liability. The guidance was applied using a modified retrospective transition approach with a cumulative effect adjustment to retained earnings for initial application of the guidance at the date of adoption. The Registrants recorded an insignificant adjustment to opening retained earnings as of January 1, 2018 related to unrealized gains/losses on available for sale equity securities. See Note 21— Changes in Accumulated Other Comprehensive Income for additional information.
Revenue from Contracts with Customers (Issued May 2014 and subsequently amended to address implementation questions). Changes the criteria for recognizing revenue from a contract with a customer. The new standard replaces existing guidance on revenue recognition, including most industry specific guidance, with a five-step model for recognizing and measuring revenue from contracts with customers. The objective of the new standard is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance also requires a number of disclosures regarding the nature, amount, timing, and uncertainty of revenue and the related cash flows. The guidance can be applied retrospectively to each prior reporting period presented (full retrospective method) or retrospectively with a cumulative effect adjustment to retained earnings for initial application of the guidance at the date of initial adoption (modified retrospective method).  The Registrants applied the new guidance using the full retrospective method

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

and, accordingly, have recasted certain amounts in their Consolidated Statements of Operations and Comprehensive Income, Consolidated Statements of Cash Flows, Consolidated Balance Sheets, Consolidated Statements of Changes in Shareholders' Equity and Combined Notes to Consolidated Financial Statements in the prior periods presented. The amounts recasted in the Registrants' 2017 and 2016 Consolidated Statements of Operations and Comprehensive Income are shown in the table below. The amounts recasted in the Registrants’ Consolidated Statements of Cash Flows, Consolidated Balance Sheets, Consolidated Statements of Changes in Shareholders' Equity and Combined Notes to Consolidated Financial Statements were not material. See Note 3Revenue from Contracts with Customers for additional information.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

           Successor      
For the year ended December 31, 2017Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Operating Revenues - As reported                 
Competitive business revenues$17,360
 $
 $
 $
 $
 $
 $
 $
 $
Rate-regulated utility revenues16,171
 
 
 
 
 
 
 
 
Operating revenues
 17,351
 
 
 
 
 
 
 
Electric operating revenues
 
 5,521
 2,369
 2,484
 4,468
 2,152
 1,131
 1,184
Natural gas operating revenues
 
 
 494
 676
 161
 
 161
 
Operating revenues from affiliates
 1,115
 15
 7
 16
 50
 6
 8
 2
Total operating revenues$33,531
 $18,466
 $5,536
 $2,870
 $3,176
 $4,679
 $2,158
 $1,300
 $1,186
                  
Operating Revenues - Adjustments                 
Competitive business revenues$34
 $
 $
 $
 $
 $
 $
 $
 $
Rate-regulated utility revenues(207) 
 
 
 
 
 
 
 
Operating revenues
 34
 
 
 
 
 
 
 
Electric operating revenues
 
 (43) 
 (100) (40) (26) (6) (8)
Natural gas operating revenues
 
 
 
 (24) 
 
 
 
Revenues from alternative revenue programs207
 
 43
 
 124
 40
 26
 6
 8
Operating revenues from affiliates
 
 
 
 

 
 
 
 
Total operating revenues$34
 $34
 $
 $
 $
 $
 $
 $
 $
                  
Operating Revenues - Retrospective application                 
Competitive business revenues$17,394
 $
 $
 $
 $
 $
 $
 $
 $
Rate-regulated utility revenues15,964
 
 
 
 
 
 
 
 
Operating revenues
 17,385
 
 
 
 
 
 
 
Electric operating revenues
 
 5,478
 2,369
 2,384
 4,428
 2,126
 1,125
 1,176
Natural gas operating revenues
 
 
 494
 652
 161
 
 161
 
Revenues from alternative revenue programs207
 
 43
 
 124
 40
 26
 6
 8
Operating revenues from affiliates
 1,115
 15
 7
 16
 50
 6
 8
 2
Total operating revenues$33,565
 $18,500
 $5,536
 $2,870
 $3,176
 $4,679
 $2,158
 $1,300
 $1,186

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

                 Successor  Predecessor
                 March 24, 2016 to December 31, 2016  January 1, 2016 to March 23, 2016
For the year ended December 31, 2016Exelon Generation ComEd PECO BGE Pepco DPL ACE PHI  PHI
Operating Revenues - As reported                    
Competitive business revenues$16,324
 $
 $
 $
 $
 $
 $
 $
 $
  $
Rate-regulated utility revenues15,036
 
 
 
 
 
 
 
 
  
Operating revenues
 16,312
 
 
 
 
 
 
 
  
Electric operating revenues
 
 5,239
 2,524
 2,603
 2,181
 1,122
 1,254
 3,506
  1,096
Natural gas operating revenues
 
 
 462
 609
 
 148
 
 92
  57
Operating revenues from affiliates
 1,439
 15
 8
 21
 5
 7
 3
 45
  
Total operating revenues$31,360
 $17,751
 $5,254
 $2,994
 $3,233
 $2,186
 $1,277
 $1,257
 $3,643
  $1,153
                     
Operating Revenues - Adjustments                    
Competitive business revenues$6
 $
 $
 $
 $
 $
 $
 $
 $
  $
Rate-regulated utility revenues(48) 
 
 
 
 
 
 
 
  
Operating revenues
 6
 
 
 
 
 
 
 
  
Electric operating revenues
 
 24
 
 (72) (14) 6
 (9) (43)  26
Natural gas operating revenues
 
 
 
 19
 
 
 
 
  
Revenues from alternative revenue programs48
 
 (24) 
 53
 14
 (6) 9
 43
  (26)
Operating revenues from affiliates
 
 
 
 
 
 
 
 
  
Total operating revenues$6
 $6
 $
 $
 $
 $
 $
 $
 $
  $
                     
Operating Revenues - Retrospective application                    
Competitive business revenues$16,330
 $
 $
 $
 $
 $
 $
 $
 $
  $
Rate-regulated utility revenues14,988
 
 
 
 
 
 
 
 
  
Operating revenues
 16,318
 
 
 
 
 
 
 
  
Electric operating revenues
 
 5,263
 2,524
 2,531
 2,167
 1,128
 1,245
 3,463
  1,122
Natural gas operating revenues
 
 
 462
 628
 
 148
 
 92
  57
Revenues from alternative revenue programs48
 
 (24) 
 53
 14
 (6) 9
 43
  (26)
Operating revenues from affiliates
 1,439
 15
 8
 21
 5
 7
 3
 45
  
Total operating revenues$31,366
 $17,757
 $5,254
 $2,994
 $3,233
 $2,186
 $1,277
 $1,257
 $3,643
  $1,153


Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

New Accounting Standards Adopted as of January 1, 2019: The following new authoritative accounting guidance issued by the FASB was adopted as of January 1, 2019 and will be reflected by the Registrants in their consolidated financial statements beginning in the first quarter of 2019.
Cloud Computing Arrangements (Issued August 2018). Aligns the requirements for capitalizing costs incurred to implement a cloud computing arrangement with the internal-use software guidance. As a result, certain implementation costs incurred in a cloud computing arrangement that are currently expensed as incurred will be deferred and amortized over the non-cancellable term of the arrangement plus any reasonably certain renewal periods. The standard iswas effective January 1, 2020 with early adoption permitted, and can be applied using either a prospective or retrospective transition approach. A retrospective approach requires a cumulative-effect adjustment to retained earnings as of

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Table of Contents
Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 1 — Significant Accounting Policies

the beginning of the period of adoption. The Registrants early adopted this standard using a prospective approach as of January 1, 2019. The new guidance isdid not expected to have a material impact on the Registrants’Registrants' financial statements.
Leases (Issued February 2016). Increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The Registrants adopted the standard on January 1, 2019.
The new standard requires lessees to recognize both the right-of-use assets and lease liabilities in the balance sheet for most leases, whereas under previous GAAP only finance lease liabilities (referred to as capital leases) were recognized in the balance sheet. In addition, the definition of a lease has been revised which may result in changes to the classification of an arrangement as a lease. Underapplied the new standard, an arrangement that conveysguidance with the right to control the use of an identified asset by obtaining substantially all of its economic benefits and directing how it is used is a lease, whereas the previous definition focuses on the ability to control the use of the asset or to obtain its output. Quantitative and qualitative disclosures related to the amount, timing and judgments of an entity’s accounting for leases and the related cash flows are expanded. Disclosure requirements apply to both lessees and lessors, whereas previous disclosures related only to lessees. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. Lessor accounting is also largely unchanged.
The new standard provides a number offollowing transition practical expedients, which the Registrants have elected, including:expedients:
a "package of three" expedients that must be taken together and allow entities to (1) not reassess whether existing contracts contain leases, (2) carryforwardcarry forward the existing lease classification, and (3) not reassess initial direct costs associated with existing leases,
an implementation expedient which allows the requirements of the standard in the period of adoption with no restatement of prior periods, and
a land easement expedient which allows entities to not evaluate land easements under the new standard at adoption if they were not previously accounted for as leases.
The standard resulted in the Registrants have assessed the lease standard and executed a detailed implementation plan in preparation for adoption, which included the following key activities:
Developed a complete lease inventory and abstracted the required data attributes into a lease accounting system that supports the Registrants' lease portfolios and integrates with existing systems.
Evaluated the transition practical expedients available under the standard.
Identified, assessed and documented technical accounting issues, policy considerations and financial reporting implications.
Identified and implemented changes to processes and controls to ensure all impacts of the new standard are effectively addressed.
The adoption of the new standard is expected to result in right of userecording ROU assets and lease obligationsliabilities for operating leases recorded in the Registrants’ Consolidated Balance Sheets on January 1, 2019 of approximately:

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

ExelonGenerationComEdPECOBGEPHIPepcoDPLACE
ROU Assets$1,400-$1,500$1,000-$1,100$5-$10$1-$5$100-$120$250-$270$60-$65$70-$75$20-$25
Lease Liabilities$1,600-$1,700$1,200-$1,300$5-$10$1-$5$100-$120$300-$320$60-$65$75-$80$20-$25
The impact of adopting the new standard on retained earnings as of January 1, 2019 is expected to be immaterial.
New Accounting Standards Issued and Not Yet Adopted as of December 31, 2018: The following new authoritative accounting guidance issued by the FASB has not yet been adopted and reflected by the Registrants in their consolidated financial statements as of December 31, 2018. Unless otherwise indicated, the Registrants are currently assessing the impacts such guidance may have (which could be material) in their Consolidated Balance Sheets but did not have a material impact in the Registrants' Consolidated Statements of Operations and Comprehensive Income, Consolidated Statements of Cash Flows and disclosures,Consolidated Statements of Changes in Shareholders' Equity. The operating ROU assets and lease liabilities recognized upon adoption are materially consistent with the balances presented in the Combined Notes to the Consolidated Financial Statements, excluding 2019 expense and payment activity. See Note 10 — Leases for additional information.
New Accounting Standards Adopted as wellof January 1, 2020: The following new authoritative accounting guidance issued by the FASB was adopted as of January 1, 2020 and will be reflected by the potentialRegistrants in their consolidated financial statements beginning in the first quarter of 2020.
Impairment of Financial Instruments (Issued June 2016). Provides for a new Current Expected Credit Loss (CECL) impairment model for specified financial instruments including loans, trade receivables, debt securities classified as held-to-maturity investments and net investments in leases recognized by a lessor. Under the new guidance, on initial recognition and at each reporting period, an entity is required to early adopt where applicable.recognize an allowance that reflects its current estimate of credit losses expected to be incurred over the life of the financial instrument based on historical experience, current conditions and reasonable and supportable forecasts. The Registrantsstandard was effective January 1, 2020 and requires a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. This standard is primarily applicable to Generation's and the Utility Registrants' trade accounts receivables balances. The guidance did not have assessed other FASB issuances of new standards which are not listed below given the current expectation that such standards will not significantlya significant impact on the Registrants' consolidated financial reporting.statements.
Goodwill Impairment (Issued January 2017). Simplifies the accounting for goodwill impairment by removing Step 2 of the current test, which requires calculation of a hypothetical purchase price allocation. Under the revised guidance, goodwill impairment will be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill (currently Step 1 of the two-step impairment test). Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. Exelon, Generation, ComEd, PHI and DPL have goodwill as of December 31, 2018. This updated guidance is not currently expected to impact the Registrants’ financial reporting. The standard iswas effective January 1, 2020 with early adoption permitted, and must be applied on a prospective basis.
Impairment of Financial Instruments (Issued June 2016). Provides for a new Current Expected Credit Loss (CECL) impairment model for specified financial instruments including loans, trade receivables, debt securities classified as held-to-maturity investments Exelon, Generation, ComEd, PHI and net investments in leases recognized by a lessor. UnderDPL will apply the new guidance on initial recognitionfor their goodwill impairment assessments in 2020 and at each reporting period, an entity is requireddo not expect the updated guidance to recognize an allowance that reflects the entity’s current estimate of credit losses expectedhave a material impact to be incurred over the life of thetheir financial instrument. The standard does not make changes to the existing impairment models for non-financial assets such as fixed assets, intangibles and goodwill. The standard will be effective January 1, 2020 (with early adoption as of January 1, 2019 permitted) and requires a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Registrants are currently assessing the impacts of this standard.statements.
2. Mergers, Acquisitions and Dispositions (Exelon and Generation)
CENG Put Option (Exelon and Generation)
Generation owns a 50.01% membership interest in CENG, a joint venture with EDF, which wholly owns the Calvert Cliffs and Ginna nuclear stations and Nine Mile Point Unit 1, in addition to an 82% undivided ownership interest in Nine Mile Point Unit 2. CENG is 100% consolidated in Exelon's and Generation's financial statements. See Note 22 — Variable Interest Entities (All Registrants)for additional information.
A VIE isOn April 1, 2014, Generation and EDF entered into various agreements including a legal entity that possesses anyNuclear Operating Services Agreement, an amended LLC Operating Agreement, an Employee Matters Agreement, and a Put Option Agreement, among others. Under the amended Operating Agreement, CENG made a $400 million special distribution to EDF

232

Table of the following characteristics: an insufficient amount of equity at risk to finance its activities, equity owners who do not have the power to direct the significant activities of the entity (or have voting rights that are disproportionate to their ownership interest), or equity owners who do not have the obligation to absorb expected losses or the right to receive the expected residual returns of the entity. Companies are required to consolidate a VIE if they are its primary beneficiary, which is the enterprise that has the power to direct the activities that most significantly affect the entity’s economic performance.
At December 31, 2018 and 2017, Exelon, Generation, PHI and ACE collectively consolidated five VIEs or VIE groups for which the applicable Registrant was the primary beneficiary (see Consolidated Variable Interest Entities below). As of December 31, 2018 and 2017, Exelon and Generation collectively had significant interests in seven other VIEs for which the applicable Registrant does not have the power to direct the entities’ activities and, accordingly, was not the primary beneficiary (see Unconsolidated Variable Interest Entities below).

Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 2 — Mergers, Acquisitions and Dispositions
Consolidated Variable Interest Entities
The carrying amounts and classificationcommitted to make preferred distributions to Generation until Generation has received aggregate distributions of $400 million plus a return of 8.50% per annum. Under the Put Option Agreement, EDF has the option to sell its 49.99% equity interest in CENG to Generation exercisable beginning on January 1, 2016 and thereafter until June 30, 2022. On November 20, 2019, Generation received notice of EDF’s intention to exercise the put option to sell its interest in CENG to Generation and the put automatically exercised on January 19, 2020 at the end of the consolidated VIEs’ assets and liabilities included insixty-day advance notice period.
Under the Registrants' consolidated financial statements at December 31, 2018 and 2017 are as follows:
 December 31, 2018
 
Exelon(a)
 Generation 
PHI(a)
 ACE
Current assets$938
 $931
 $7
 4
Noncurrent assets9,071
 9,045
 26
 19
Total assets$10,009

$9,976

$33

$23
Current liabilities$274
 $252
 $22
 19
Noncurrent liabilities3,280
 3,233
 47
 40
Total liabilities$3,554

$3,485

$69

$59
 December 31, 2017
 
Exelon(a)
 Generation 
PHI(a)
 ACE
Current assets$662
 $652
 $10
 $6
Noncurrent assets9,317
 9,286
 31
 23
Total assets$9,979
 $9,938
 $41
 $29
Current liabilities$308
 $272
 $36
 $32
Noncurrent liabilities3,316
 3,250
 66
 58
Total liabilities$3,624
 $3,522
 $102
 $90
__________
(a)Includes certain purchase accounting adjustments not pushed down to the ACE standalone entity.
Except as specifically noted below, the assets in the table above are restricted for settlementterms of the VIEPut Option Agreement, the purchase price is to be determined by agreement of the parties, or absent such agreement, by a third-party arbitration process. The third parties determining fair market value of EDF’s 49.99% interest are to take into consideration all rights and obligations under the LLC Operating Agreement and Employee Matters Agreement including but not limited to Generation’s rights with respect to any unpaid aggregate preferred distributions and the liabilities in the table can only be settled using VIE resources.
related return. As of December 31, 20182019, the total unpaid aggregate preferred distributions and related return owed to Generation is $571 million. At this time, Generation cannot reasonably predict the ultimate purchase price that will be paid to EDF for its interest in CENG. The transaction will require approval by the NYPSC, the FERC and the NRC. The process and regulatory approvals could take one to two years or more to complete.
Acquisition of James A. FitzPatrick Nuclear Generating Station (Exelon and Generation)
On March 31, 2017, Generation acquired the single-unit James A. FitzPatrick (FitzPatrick) nuclear generating station located in Scriba, New York from Entergy Nuclear FitzPatrick LLC (Entergy) for a total purchase price of $289 million, which consisted of a cash purchase price of $110 million and a net cost reimbursement to and on behalf of Entergy of $179 million. As part of the transaction, Generation received the FitzPatrick NDT fund assets and assumed the obligation to decommission FitzPatrick. The NRC license for FitzPatrick expires in 2034. An after-tax bargain purchase gain of $233 million was included within Exelon's and Generation's consolidated VIEs consist of:Consolidated Statements of Operations and Comprehensive Income which primarily reflects differences in strategies between Generation and Entergy for the intended use and ultimate decommissioning of the plant.
InvestmentsExelon and Generation incurred $57 million of merger and integration related costs for FitzPatrick for the year ended December 31, 2017 which are included within Operating and maintenance expense in Other Energy Related CompaniesExelon's and Generation's Consolidated Statements of Operations and Comprehensive Income.
During 2015,Disposition of Oyster Creek (Exelon and Generation)
On July 31, 2018, Generation sold 69%entered into an agreement with Holtec International (Holtec) and its indirect wholly owned subsidiary, Oyster Creek Environmental Protection, LLC (OCEP), for the sale and decommissioning of its equity interestOyster Creek located in Forked River, New Jersey, which permanently ceased generation operations on September 17, 2018. Completion of the transaction contemplated by the sale agreement was subject to the satisfaction of several closing conditions, including approval of the license transfer from the NRC and other regulatory approvals, and a companyprivate letter ruling from the IRS, which were satisfied in the second quarter 2019. The sale was completed on July 1, 2019. Exelon and Generation recognized a loss on the sale in the third quarter, which was immaterial.
Under the terms of the transaction, Generation transferred to OCEP substantially all the assets associated with Oyster Creek, including assets held in NDT funds, along with the assumption of liability for all responsibility for the site, including full decommissioning and ongoing management of spent fuel until the spent fuel is moved offsite. The terms of the transaction also include various forms of performance assurance for the obligations of OCEP to timely complete the required decommissioning, including a tax equity investor. The company holdsparental guaranty from Holtec for all performance and payment obligations of OCEP, and a requirement for Holtec to deliver a letter of credit to Generation upon the occurrence of specified events.
As a result of the transaction, in the third quarter of 2018, Exelon and Generation reclassified certain Oyster Creek assets and liabilities in Exelon’s and Generation’s Consolidated Balance Sheets as held for sale at their respective fair values. Exelon and Generation had $897 million and $777 million of Assets and Liabilities held for sale, respectively, at December 31, 2018. Upon remeasurement of the Oyster Creek ARO, Exelon and Generation recognized an equity method investment$84 million and a $9 million pre-tax charge to Operating and maintenance expense in a distributed energy company that is an unconsolidated VIE (see unconsolidated VIE sectionthe third quarter of 2018 and in the second quarter of 2019, respectively. See Note 9 — Asset Retirement Obligations for additional details). Generation and the tax equity investor contributed a totalinformation.

233

Table of $227 million of equity in proportion to their ownership interests to the company. The company meets the definition of a VIE because it has a similar structure to a limited partnership and the limited partners do not have kick-out rights with respect to the general partner. Generation is the primary beneficiary because Generation manages the day-to-day activities of the entity.
During the fourth quarter of 2017 Generation acquired a controlling financial interest in an energy development company. The company is in the development stage and requires additional subordinated financial support from the equity holders to fund activities. Generation is the majority owner with a 62% equity interest and has the power to direct the activities that most significantly affect the economic performance of the company.
Renewable Energy Project Companies
In July 2017, Generation sold a 49% interest in EGRP to an outside investor for $400 million of cash plus immaterial working capital and other customary post-closing adjustments. EGRP meets the definition of a VIE because the EGRP has a similar structure to a limited partnership and the limited partners do not have kick out rights with respect to the general partner. Generation is the primary beneficiary because Generation manages the day-to-day activities of the entity; therefore, Generation will continue to consolidate EGRP. EGRP is a collection of wind and solar project entities and some of these project entities are VIEs that are consolidated by EGRP. The details relating to these VIEs are discussed below.

Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 2 — Mergers, Acquisitions and Dispositions
Generation owns
Disposition of EGTP and Acquisition of Handley Generating Station (Exelon and Generation)
EGTP, a number ofDelaware limited liability companies that build, own, and operate solar and wind power facilities some of which are owned by EGRP. While Generation or EGRP owns 100% of the solar entities and 100% of the majority of the wind entities, it has been determined that certain of the solar and wind entities are VIEs because the entities require additional subordinated financial supportcompany, was formed in the form of a parental guarantee of debt, loans from the customers in order to obtain the necessary funds for construction of the solar facilities, or the customers absorb price variability from the entities through the fixed price power and/or REC purchase agreements. Generation is the primary beneficiary of these solar and wind entities that qualify as VIEs because Generation controls the design, construction, and operation of the facilities. Generation provides operating and capital funding to the solar and wind entities for ongoing construction, operations and maintenance and there is limited recourse related to Generation related to certain solar and wind entities.
While Generation or EGRP owns 100% of the majority of the wind entities, four of the projects have noncontrolling equity interests of 1% held by third parties and one of the projects has noncontrolling equity interests related to its Class B Membership Interest (see additional details below). The entities with noncontrolling equity interests of 1% held by third parties meet the definition of a VIE because the entities have noncontrolling equity interest holders that absorb variability from the wind projects. Generation’s or the EGRP's current economic interests in three of these projects is significantly greater than its stated contractual governance rights and all of these projects have reversionary interest provisions that provide the noncontrolling interest holder with a purchase option, certain of which are considered bargain purchase prices, which, if exercised, transfers ownership of the projects to the noncontrolling interest holder upon either the passage of time or the achievement of targeted financial returns. The ownership agreements2014 with the noncontrolling interests state that Generation or EGRP are to provide financial support topurpose of financing a portfolio of assets comprised of two combined-cycle gas turbines (CCGTs) and three peaking/simple cycle facilities consisting of approximately 3.4 GW of generation capacity in ERCOT North and Houston Zones. EGTP was an indirect wholly owned subsidiary of Exelon and Generation.
EGTP’s operating cash flows were negatively impacted by certain market conditions and the projects in proportion to its current 99% economic interests in the projects. Generation provides operating and capital funding to the wind project entities for ongoing construction, operations and maintenance and there is limited recourse to Generation related to certain wind project entities. However, no additional support to these projects beyond what was contractually required has been provided. Generation is the primary beneficiary of these wind entities because Generation controls the design, construction, and operation of the facilities.
In December 2016, Generation sold 100% of the Class B Membership Interests to a tax equity investor and retained 100% of the Class A Membership Interestsseasonality of its equity interest in one of its wind entities that was previously consolidated under the voting interest model and was subsequently contributed to EGRP in 2017. The wind entity meets the definition of a VIE because the company has a similar structure to a limited partnership and the limited partners do not have kick-out rights with respect to the general partner. While Generation is the minority interest holder, Generation is the primary beneficiary, because Generation manages the day-to-day activities of the entity. Therefore, the entity continues to be consolidated by Generation.
Incash flows. On May 2, 2017, Generation’s interests in EGRP were contributed to and are pledged for the ExGen Renewables IV non-recourse debt project financing structure. Refer to Note 13Debt and Credit Agreements for additional information on ExGen Renewables IV and ITEM 2.PROPERTIES for additional details on the specific projects included within EGRP.
Retail Power and Gas Companies
In March 2014, Generation began consolidating retail power and gas VIEs for which Generation is the primary beneficiary as a result of energy supply contracts that givethe negative impacts of certain market conditions and the seasonality of its cash flows, EGTP entered into a consent agreement with its lenders to permit EGTP to draw on its revolving credit facility and initiate an orderly sales process to sell the assets of its wholly owned subsidiaries. As a result, Exelon and Generation classified certain of EGTP assets and liabilities as held for sale at their respective fair values less costs to sell and recorded a $460 million pre-tax impairment loss. See Note 16 — Debt and Credit Agreements for details regarding the power to direct the activities that most significantly affect the economic performancenonrecourse debt associated with EGTP and Note 11 — Asset Impairments for additional information.
On November 7, 2017, EGTP and all of its wholly owned subsidiaries filed voluntary petitions for relief under Chapter 11 of Title 11 of the entities. Generation does not have an equity ownership interestUnited States Code in these entities, but provides approximately $34 million in credit supportthe United States Bankruptcy Court for the retail powerDistrict of Delaware, which resulted in Exelon and gas companies for which Generation is the sole supplier of energy. These entities are included in Generation’sdeconsolidating EGTP's assets and liabilities from their consolidated financial statements in the fourth quarter of 2017 that resulted in a pre-tax gain upon deconsolidation of $213 million. Concurrently with the Chapter 11 filings, Generation entered into an asset purchase agreement to acquire one of EGTP's generating plants, the Handley Generating Station, subject to a potential adjustment for fuel oil and assumption of certain liabilities. In the consolidationChapter 11 Filings, EGTP requested that the proposed acquisition of the VIEs do not haveHandley Generating Station be consummated through a material impactcourt-approved and supervised sales process. The acquisition closed on Generation’s financial results or financial condition.April 4, 2018 for a purchase price of $62 million. The Chapter 11 bankruptcy proceedings were finalized on April 17, 2018, resulting in the ownership of EGTP assets (other than the Handley Generating Station) being transferred to EGTP's lenders.
CENGDisposition of Electrical Contracting Business (Exelon and Generation)
CENGOn February 28, 2018, Generation completed the sale of its interest in an electrical contracting business that primarily installs, maintains and repairs underground and high-voltage cable transmission and distribution systems for $87 million, resulting in a pre-tax gain which is a joint venture between Generationincluded within Gain on sales of assets and EDF. On April 1, 2014, Generation, CENG,businesses in Exelon's and subsidiariesGeneration's Consolidated Statements of CENG executed the Nuclear Operating Services Agreement (NOSA) pursuant to which Generation now conducts all activities associated with the operations of the CENG fleetOperations and provides corporate and administrative services to CENG and the CENG fleetComprehensive Income for the remaining lifeyear ended December 31, 2018.

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Table of the CENG nuclear plants as if they were a part of the Generation nuclear fleet, subject to the CENG member rights of EDF. As a result of executing the NOSA, CENG qualifies as a VIE due to the disproportionate relationship between Generation’s 50.01% equity ownership interest and its role in conducting the operational activities of CENG and the CENG fleet conveyed through the NOSA. Further, since

Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Generation is conducting the operational activities of CENG and the CENG fleet, Generation qualifies as the primary beneficiary of CENG and, therefore, is required to consolidate the results of operations and financial position of CENG.
Exelon and Generation, where indicated, provide the following support to CENG:
under power purchase agreements with CENG, Generation purchased or will purchase 50.01% of the available output generated by the CENG nuclear plants not subject to other contractual agreements from January 2015 through the end of the operating life of each respective plant. However, pursuant to amendments dated March 31, 2015, the energy obligations under the Ginna Nuclear Power Plant (Ginna) PPAs were suspended during the term of the RSSA, through the end of March 31, 2017. With the expiration of the RSSA, the PPA was reinstated beginning April 1, 2017. (see Note 43 — Regulatory Matters for additional details),
Generation provided a $400 million loan to CENG. As of December 31, 2018, the remaining obligation is $196 million, including accrued interest. The remaining balance was fully paid by CENG in January 2019.
Generation executed an Indemnity Agreement pursuant to which Generation agreed to indemnify EDF against third-party claims that may arise from any future nuclear incident (as defined in the Price-Anderson Act) in connection with the CENG nuclear plants or their operations. Exelon guarantees Generation’s obligations under this Indemnity Agreement. (See Note 22 — Commitments and Contingencies for more details),
Generation and EDF share in the $688 million of contingent payment obligations for the payment of contingent retrospective premium adjustments for the nuclear liability insurance, and
Exelon has executed an agreement to provide up to $245 million to support the operations of CENG as well as a $165 million guarantee of CENG’s cash pooling agreement with its subsidiaries.
As of December 31, 2018 and 2017, Exelon's, PHI's and ACE's consolidated VIE consists of:
ACE Transition Funding
A special purpose entity formed by ACE for the purpose of securitizing authorized portions of ACE’s recoverable stranded costs through the issuance and sale of transition bonds. Proceeds from the sale of each series of transition bonds by ATF were transferred to ACE in exchange for the transfer by ACE to ATF of the right to collect a non-bypassable Transition Bond Charge from ACE customers pursuant to bondable stranded costs rate orders issued by the NJBPU in an amount sufficient to fund the principal and interest payments on transition bonds and related taxes, expenses and fees. During the three years ended December 31, 2018, 2017 and 2016, ACE transferred $30 million, $48 million and $60 million to ATF, respectively.
As of December 31, 2018 and 2017, ComEd, PECO, BGE, Pepco and DPL do not have any material consolidated VIEs.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Assets and Liabilities of Consolidated VIEs
Included within the balances above are assets and liabilities of certain consolidated VIEs for which the assets can only be used to settle obligations of those VIEs, and liabilities that creditors, or beneficiaries, do not have recourse to the general credit of the Registrants. As of December 31, 2018 and 2017, these assets and liabilities primarily consisted of the following:
 December 31, 2018
 
Exelon(a)
 Generation 
PHI(a)
 ACE
Cash and cash equivalents$414
 $414
 $
 $
Restricted cash and cash equivalents66
 62
 4
 4
Accounts receivable, net       
Customer146
 146
 
 
Other23
 23
 
 
Inventory       
Materials and supplies212
 212
 
 
Other current assets52
 49
 3
 
Total current assets913

906

7

4
        
Property, plant and equipment, net6,145
 6,145
 
 
Nuclear decommissioning trust funds2,351
 2,351
 
 
Other noncurrent assets258
 232
 26
 19
Total noncurrent assets8,754

8,728

26

19
Total assets$9,667

$9,634

$33

$23
        
Long-term debt due within one year$87
 $66
 $21
 $18
Accounts payable96
 96
 
 
Accrued expenses72
 72
 1
 1
Unamortized energy contract liabilities15
 15
 
 
Other current liabilities3
 3
 
 
Total current liabilities273

252

22

19
        
Long-term debt1,072
 1,025
 47
 40
Asset retirement obligations2,160
 2,160
 
 
Unamortized energy contract liabilities1
 1
 
 
Other noncurrent liabilities42
 42
 
 
Total noncurrent liabilities3,275

3,228

47

40
Total liabilities$3,548

$3,480

$69

$59
__________
(a)Includes certain purchase accounting adjustments not pushed down to the ACE standalone entity.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

 December 31, 2017
 
Exelon(a)
 Generation 
PHI(a)
 ACE
Cash and cash equivalents$126
 $126
 $
 $
Restricted cash and cash equivalents64
 58
 6
 6
Accounts receivable, net       
Customer170
 170
 
 
Other25
 25
 
 
Inventory       
Materials and supplies205
 205
 
 
Other current assets45
 41
 4
 
Total current assets635
 625
 10
 6
        
Property, plant and equipment, net6,186
 6,186
 
 
Nuclear decommissioning trust funds2,502
 2,502
 
 
Other noncurrent assets274
 243
 31
 23
Total noncurrent assets8,962
 8,931
 31
 23
Total assets$9,597
 $9,556
 $41
 $29
        
Long-term debt due within one year$102
 $67
 $35
 $31
Accounts payable114
 114
 
 
Accrued expenses67
 66
 1
 1
Unamortized energy contract liabilities18
 18
 
 
Other current liabilities7
 7
 
 
Total current liabilities308
 272
 36
 32
        
Long-term debt1,154
 1,088
 66
 58
Asset retirement obligations2,035
 2,035
 
 
Other noncurrent liabilities121
 121
 
 
Total noncurrent liabilities3,310
 3,244
 66
 58
Total liabilities$3,618
 $3,516
 $102
 $90
__________
(a)Includes certain purchase accounting adjustments not pushed down to the ACE standalone entity.
Unconsolidated Variable Interest Entities
Exelon’s and Generation’s variable interests in unconsolidated VIEs generally include equity investments and energy purchase and sale contracts. For the equity investments, the carrying amount of the investments is reflected in Exelon’s and Generation’s Consolidated Balance Sheets in Investments. For the energy purchase and sale contracts (commercial agreements), the carrying amount of assets and liabilities in Exelon’s and Generation’s Consolidated Balance Sheets that relate to their involvement with the VIEs are predominately related to working capital accounts and generally represent the amounts owed by, or owed to, Exelon and Generation for the deliveries associated with the current billing cycles under the commercial agreements. Further, Exelon and Generation have not provided material debt or equity support, liquidity arrangements or performance guarantees associated with these commercial agreements.
As of December 31, 2018 and 2017, Exelon and Generation had significant unconsolidated variable interests in seven VIEs for which Exelon or Generation, as applicable, was not the primary beneficiary. These interests include certain equity method investments and certain commercial agreements. Exelon and Generation only include unconsolidated VIEs that are individually material in the tables below. However, Exelon and Generation have several individually immaterial VIEs that in aggregate represent a total investment of $15 million and $13 million, respectively,

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

as of December 31, 2018. These immaterial VIEs are equity and debt securities in energy development companies. As of December 31, 2018, the maximum exposure to loss related to these securities included in Investments in Exelon's and Generation's Consolidated Balance Sheets is limited to the $15 million and $13 million, respectively.
The following tables present summary information about Exelon and Generation’s significant unconsolidated VIE entities:
December 31, 2018
Commercial
Agreement
VIEs
 
Equity
Investment
VIEs
 Total
Total assets(a)
$597
 $472
 $1,069
Total liabilities(a)
37
 222
 259
Exelon's ownership interest in VIE(a)

 223
 223
Other ownership interests in VIE(a)
560
 27
 587
Registrants’ maximum exposure to loss:    

Carrying amount of equity method investments
 223
 223
Contract intangible asset7
 
 7
Net assets pledged for Zion Station decommissioning(b)

 
 
December 31, 2017
Commercial
Agreement
VIEs
 
Equity
Investment
VIEs
 Total
Total assets(a)
$625
 $509
 $1,134
Total liabilities(a)
37
 228
 265
Exelon's ownership interest in VIE(a)

 251
 251
Other ownership interests in VIE(a)
588
 30
 618
Registrants’ maximum exposure to loss:    

Carrying amount of equity method investments
 251
 251
Contract intangible asset8
 
 8
Net assets pledged for Zion Station decommissioning(b)
2
 
 2
__________
(a)These items represent amounts on the unconsolidated VIE balance sheets, not in Exelon’s or Generation’s Consolidated Balance Sheets. These items are included to provide information regarding the relative size of the unconsolidated VIEs.
(b)These items represent amounts in Exelon’s and Generation’s Consolidated Balance Sheets related to the asset sale agreement with ZionSolutions, LLC. The net assets pledged for Zion Station decommissioning includes gross pledged assets of $9 million and $39 million as of December 31, 2018 and December 31, 2017, respectively; offset by payables to ZionSolutions LLC of $9 million and $37 million as of December 31, 2018 and December 31, 2017, respectively. These items are included to provide information regarding the relative size of the ZionSolutions, LLC unconsolidated VIE.
For each of the unconsolidated VIEs, Exelon and Generation have assessed the risk of a loss equal to their maximum exposure to be remote and, accordingly, Exelon and Generation have not recognized a liability associated with any portion of the maximum exposure to loss. In addition, there are no material agreements with, or commitments by, third parties that would materially affect the fair value or risk of their variable interests in these VIEs.
As of December 31, 2018 and 2017, Exelon's and Generation's unconsolidated VIEs consist of:
Energy Purchase and Sale Agreements
Generation has several energy purchase and sale agreements with generating facilities. Generation has evaluated the significant agreements, ownership structures and risks of each entity, and determined that certain of the entities are VIEs because the entity absorbs risk through the sale of fixed price power and renewable energy credits. Generation has reviewed the entities and has determined that Generation is not the primary beneficiary of the VIEs

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

because Generation does not have the power to direct the activities that most significantly impact the VIEs economic performance.
ZionSolutions
Generation has an asset sale agreement with EnergySolutions, Inc. and certain of its subsidiaries, including ZionSolutions, LLC (ZionSolutions), which is further discussed in Note 15 — Asset Retirement Obligations. Under this agreement, ZionSolutions can put the assets and liabilities back to Generation when decommissioning activities under the asset sale agreement are complete. Generation has evaluated this agreement and determined that, through the put option, it has a variable interest in ZionSolutions but is not the primary beneficiary. As a result, Generation has concluded that consolidation is not required. Other than the asset sale agreement, Exelon and Generation do not have any contractual or other obligations to provide additional financial support and ZionSolutions’ creditors do not have any recourse to Exelon’s or Generation’s general credit.
Investment in Distributed Energy Companies
In July 2014, Generation entered into an arrangement to purchase a 90% equity interest and 90% of the tax attributes of a distributed energy company. Generation contributed a total $85 million of equity. The distributed energy company meets the definition of a VIE because the company has a similar structure to a limited partnership and the limited partners do not have kick-out rights of the general partner. Generation is not the primary beneficiary; therefore, the investment continues to be recorded using the equity method.
During 2015, a company that is consolidated by Generation as a VIE entered into an arrangement to purchase a 90% equity interest and 99% of the tax attributes of another distributed energy company (see additional details in the Consolidated Variable Interest Entities section above). The equity holders (of which Generation is one) contributed to the distributed energy company a total of $227 million of equity in proportion to their ownership interests. The equity holders provided a parental guarantee of up to $275 million in support of equity contributions to the distributed energy company. As all equity contributions were made as of the first quarter of 2017, there is no further payment obligation under the parental guarantee. The distributed energy company meets the definition of a VIE because the company has a similar structure to a limited partnership and the limited partners do not have kick-out rights of the general partner. Generation is not the primary beneficiary; therefore, the investment is recorded using the equity method.
Both distributed energy companies from the 2015 and 2014 arrangements are considered related parties to Generation.
ComEd and PECO
The financing trust of ComEd, ComEd Financing III, and the financing trusts of PECO, PECO Trust III and PECO Trust IV, are not consolidated in Exelon’s, ComEd’s, or PECO’s financial statements. These financing trusts were created to issue mandatorily redeemable trust preferred securities. ComEd and PECO have concluded that they do not have a significant variable interest in ComEd Financing III, PECO Trust III, or PECO Trust IV as each Registrant financed its equity interest in the financing trusts through the issuance of subordinated debt and, therefore, has no equity at risk. See Note 13 — Debt and Credit Agreements for additional information.
3.Revenue from Contracts with Customers (All Registrants)
The Registrants recognize revenue from contracts with customers to depict the transfer of goods or services to customers at an amount that the entities expect to be entitled to in exchange for those goods or services. Generation’s primary sources of revenue include competitive sales of power, natural gas, and other energy-related products and services. The Utility Registrants’ primary sources of revenue include regulated electric and gas tariff sales, distribution and transmission services. The performance obligations associated with these sources of revenue are further discussed below.
Unless otherwise noted, for each of the significant revenue categories and related performance obligations described below, the Registrants have the right to consideration from the customer in an amount that corresponds directly with the value transferred to the customer for the performance completed to date. Therefore, the Registrant's have elected to use the right to invoice practical expedient for the contracts within these revenue categories and generally

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

recognize revenue in the amount for which they have the right to invoice the customer. As a result, there are generally no significant judgments used in determining or allocating the transaction price.
Competitive Power Sales (Exelon and Generation)
Generation sells power and other energy-related commodities to both wholesale and retail customers across multiple geographic regions through its customer-facing business, Constellation. Power sale contracts generally contain various performance obligations including the delivery of power and other energy-related commodities such as capacity, ZECs, RECs or other ancillary services. Certain performance obligations such as power and capacity are generally delivered over time whereas other performance obligations such as RECs and ZECs are generally delivered at a point in time. In either case, revenues related to all of the performance obligations in such bundled power sale contracts are generally recognized concurrently as the power is generated. Except as noted in the paragraph below, there are no significant judgments in allocating the transaction price since all performance obligations are satisfied simultaneously upon the generation of power. Payment terms generally require that the customers pay for the power or the energy-related commodity within the month following delivery to the customer and there are generally no significant financing components.
Certain contracts may contain limits on the total amount of revenue we are able to collect over the entire term of the contract. In such cases, the Registrants estimate the total consideration expected to be received over the term of the contract net of the constraint and allocate the expected consideration to the performance obligations in the contract such that revenue is recognized ratably over the term of the entire contract as the performance obligations are satisfied.
Competitive Natural Gas Sales (Exelon and Generation)
Generation sells natural gas on a full requirements basis or for an agreed upon volume to both commercial and residential customers. The primary performance obligation associated with natural gas sale contracts is the delivery of the natural gas to the customer. Revenues related to the sale of natural gas are recognized over time as the natural gas is delivered to and consumed by the customer. Payment from customers is typically due within the month following delivery of the natural gas to the customer and there are generally no significant financing components.
Other Competitive Products and Services (Exelon and Generation)
Generation also sells other energy-related products and services such as long-term construction and installation of energy efficiency assets and new power generating facilities, primarily to commercial and industrial customers. These contracts generally contain a single performance obligation, which is the construction and/or installation of the asset for the customer. The average contract term for these projects is approximately 18 months. Revenues, and associated costs, are recognized throughout the contract term using an input method to measure progress towards completion. The method recognizes revenue based on the various inputs used to satisfy the performance obligation, such as costs incurred and total labor hours expended. The total amount of revenue that will be recognized is based on the agreed upon contractually-stated amount. Payments from customers are typically due within 30 or 45 days from the date the invoice is generated and sent to the customer.
Regulated Electric and Gas Tariff Sales (Exelon and the Utility Registrants)
The Utility Registrants sell electricity and electricity distribution services to residential, commercial, industrial and governmental customers through regulated tariff rates approved by their state regulatory commissions. PECO, BGE and DPL also sell natural gas and gas distribution services to residential, commercial, and industrial customers through regulated tariff rates approved by their state regulatory commissions. The performance obligation associated with these tariff sale contracts is the delivery of electricity and/or natural gas. Tariff sales are generally considered daily contracts given that customers can discontinue service at any time. Revenues are generally recognized over time (each day) as the electricity and/or natural gas is delivered to customers. Payment terms generally require that customers pay for the services within the month following delivery of the electricity or natural gas to the customer and there are generally no significant financing components or variable consideration.
Electric and natural gas utility customers have the choice to purchase electricity or natural gas from competitive electric generation and natural gas suppliers. While the Utility Registrants are required under state legislation to bill their customers for the supply and distribution of electricity and/or natural gas, they recognize revenue related only to the distribution services when customers purchase their electricity or natural gas from competitive suppliers.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Regulated Transmission Services (Exelon and the Utility Registrants)
Under FERC’s open access transmission policy, the Utility Registrants, as owners of transmission facilities, are required to provide open access to their transmission facilities under filed tariffs at cost-based rates approved by FERC. The Utility Registrants are members of PJM, the regional transmission organization designated by FERC to coordinate the movement of wholesale electricity in PJM’s region, which includes portions of the mid-Atlantic and Midwest. In accordance with FERC-approved rules, the Utility Registrants and other transmission owners in the PJM region make their transmission facilities available to PJM, which directs and controls the operation of these transmission facilities and accordingly compensates the Utility Registrants and other transmission owners. The performance obligations associated with the Utility Registrants’ contract with PJM include (i) Network Integration Transmission Services (NITS), (ii) scheduling, system control and dispatch services, and (iii) access to the wholesale grid. These performance obligations are satisfied over time, and Utility Registrants utilize output methods to measure the progress towards their completion. Passage of time is used for NITS and access to the wholesale grid and MWhs of energy transported over the wholesale grid is used for scheduling, system control and dispatch services. PJM pays the Utility Registrants for these services on a weekly basis and there are no financing components or variable consideration.
Costs to Obtain or Fulfill a Contract with a Customer (Exelon and Generation)
Generation incurs incremental costs in order to execute certain retail power and gas sales contracts. These costs primarily relate to retail broker fees and sales commissions. Generation has capitalized such contract acquisition costs in the amount of $32 million and $26 million as of December 31, 2018 and December 31, 2017, respectively, within Other current assets and Other deferred debits in Exelon’s and Generation’s Consolidated Balance Sheets. These costs are capitalized when incurred and amortized using the straight-line method over the average length of such retail contracts, which is approximately 2 years. Exelon and Generation recognized amortization expense associated with these costs in the amount of $22 million and $30 million for the twelve months endedDecember 31, 2018, and December 31, 2017, respectively, within Operating and maintenance expense in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. Generation does not incur material costs to fulfill contracts with customers that are not already capitalized under existing guidance. In addition, the Utility Registrants do not incur any material costs to obtain or fulfill contracts with customers.
Contract Balances (All Registrants)
Contract Assets
Generation records contract assets for the revenue recognized on the construction and installation of energy efficiency assets and new power generating facilities before Generation has an unconditional right to bill for and receive the consideration from the customer. These contract assets are subsequently reclassified to receivables when the right to payment becomes unconditional. Generation records contract assets and contract receivables within Other current assets and Accounts receivable, net - Customer, respectively, within Exelon’s and Generation’s Consolidated Balance Sheets. The following table provides a rollforward of the contract assets reflected in Exelon's and Generation's Consolidated Balance Sheets from January 1, 2018 to December 31, 2018:
Contract Assets Exelon and Generation
Balance as of January 1, 2018 $283
Increases as a result of changes in the estimate of the stage of completion 50
Amounts reclassified to receivables (146)
Balance at December 31, 2018 $187
The Utility Registrants do not have any contract assets.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Contract Liabilities
Generation records contract liabilities when consideration is received or due prior to the satisfaction of the performance obligations. These contract liabilities primarily relate to upfront consideration received or due for equipment service plans, solar panel leases and the Illinois ZEC program that introduces a cap on the total consideration to be received by Generation. The Generation contract liability related to the Illinois ZEC program includes certain amounts with ComEd that are eliminated in consolidation in Exelon’s Consolidated Statements of Operations and Consolidated Balance Sheets. Generation records contract liabilities within Other current liabilities and Other noncurrent liabilities within Exelon’s and Generation’s Consolidated Balance Sheets. The following table provides a rollforward of the contract liabilities reflected in Exelon's and Generation's Consolidated Balance Sheet from January 1, 2018 to December 31, 2018:
Contract LiabilitiesExelon Generation
Balance as of January 1, 2018$35
 $35
Increases as a result of additional cash received or due179
 465
Amounts recognized into revenues(187) (458)
Balance at December 31, 2018$27
 $42
The Utility Registrants also record contract liabilities when consideration is received prior to the satisfaction of the performance obligations. As of December 31, 2018 and December 31, 2017, the Utility Registrants' contract liabilities were immaterial.
Transaction Price Allocated to Remaining Performance Obligations (All Registrants)
The following table shows the amounts of future revenues expected to be recorded in each year for performance obligations that are unsatisfied or partially unsatisfied as of December 31, 2018. Generation has elected the exemption which permits the exclusion from this disclosure of certain variable contract consideration. As such, the majority of Generation’s power and gas sales contracts are excluded from this disclosure as they contain variable volumes and/or variable pricing. Thus, this disclosure only includes contracts for which the total consideration is fixed and determinable at contract inception. The average contract term varies by customer type and commodity but ranges from one month to several years.
The majority of the Utility Registrants’ tariff sale contracts are generally day-to-day contracts and, therefore, do not contain any future, unsatisfied performance obligations to be included in this disclosure. Further, the Utility Registrants have elected the exemption to not disclose the transaction price allocation to remaining performance obligations for contracts with an original expected duration of one year or less. As such, gas and electric tariff sales contracts and transmission revenue contracts are excluded from this disclosure.
 2019 2020 2021 2022 2023 and thereafter Total
Exelon$631
 $329
 $119
 $47
 $138
 $1,264
Generation631
 329
 119
 47
 138
 1,264
Revenue Disaggregation (All Registrants)
The Registrants disaggregate revenue recognized from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. See Note 24 — Segment Information for the presentation of the Registrant's revenue disaggregation.


Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

4.  Regulatory Matters (All Registrants)
The following matters below discuss the status of material regulatory and legislative proceedings of the Registrants.
Utility Regulatory Matters (Exelon and the Utility Registrants)
Distribution Base Rate Case Proceedings
The following tables show the completed and pending distribution base rate case proceedings in 2018.2019.
Completed Distribution Base Rate Case Proceedings
Registrant/JurisdictionFiling DateRequested Revenue Requirement Increase (Decrease) Approved Revenue Requirement Increase (Decrease) Approved ROEApproval DateRate Effective Date
ComEd - Illinois (Electric)(b)
April 16, 2018$(23)
(a) 
$(24)
(a) 
8.69%December 4, 2018January 1, 2019
PECO - Pennsylvania (Electric)(c)
March 29, 2018$82
(a) 
$25
(a) 
N/ADecember 20, 2018January 1, 2019
BGE - Maryland (Natural Gas)June 8, 2018 (amended August 24, 2018 and October 12, 2018)$61
 $43
 9.8%January 4, 2019January 4, 2019
Pepco - Maryland (Electric)January 2, 2018 (amended February 5, 2018)$3
(a) 
$(15)
(a) 
9.5%May 31, 2018June 1, 2018
Pepco - District of Columbia (Electric)(d)
December 19, 2017 (amended February 9, 2018)$66
 $(24)
(a) 
9.525%August 9, 2018August 13, 2018
DPL - Maryland (Electric)(e)
July 14, 2017 (amended November 16, 2017)$19
 $13
 9.5%February 9, 2018February 9, 2018
DPL - Delaware (Electric)August 17, 2017 (amended February 9, 2018)$12
(a) 
$(7)
(a) 
9.7%August 21, 2018March 17, 2018
DPL - Delaware (Natural Gas)August 17, 2017 (amended February 9, 2018)$4
(a) 
$(4)
(a) 
9.7%November 8, 2018March 17, 2018
Registrant/JurisdictionFiling DateRequested Revenue Requirement (Decrease) Increase Approved Revenue Requirement (Decrease) Increase Approved ROE Approval DateRate Effective Date
ComEd - Illinois (Electric)(a)
April 16, 2018$(23) $(24) 8.69% December 4, 2018January 1, 2019
ComEd - Illinois (Electric)(a)
April 8, 2019(6) (17) 8.91% December 4, 2019January 1, 2020
PECO - Pennsylvania (Electric)March 29, 201882
 25
 N/A
(b) 
December 20, 2018January 1, 2019
BGE - Maryland
(Natural Gas)
June 8, 2018 (amended October 12, 2018)61
 43
 9.8% January 4, 2019January 4, 2019
BGE - Maryland (Electric)May 24, 2019 (amended December 17, 2019)74
 18
 9.7%
(d) 
December 17, 2019December 17, 2019
BGE - Maryland (Natural Gas)May 24, 2019 (amended December 17, 2019)59
 45
 9.75%
(d) 
December 17, 2019December 17, 2019
ACE - New Jersey (Electric)August 21, 2018 (amended November 19, 2018)122
(c) 
70
(c) 
9.6% March 13, 2019April 1, 2019
Pepco - Maryland (Electric)January 15, 2019 (amended May 16, 2019)27
 10
 9.6% August 12, 2019August 13, 2019
__________
(a)Includes the annual ongoing TCJA tax savings further discussed below.
(b)
Pursuant to EIMA and FEJA, ComEd’s electric distribution rates are established through a performance-based formula, which sunsets at the end of 2022. ComEd is required to file an annual update to its electric distribution formula rate on or before May 1st, with resulting rates effective in January of the following year. ComEd’s annual electric distribution formula rate update is based on prior year actual costs and current year projected capital additions (initial year revenue requirement). The update also reconciles any differences between the revenue requirement in effect for the prior year and actual costs incurred from the year (annual reconciliation).



Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

ComEd’s 2018 approved revenue requirement above reflects a decrease of $58 million for the initial year revenue requirement for 2018 and an increase of $34 million related to the annual reconciliation for 2017. The revenue requirement for 2018 and the annual reconciliation for 2017 provides for a weighted average debt and equity return on distribution rate base of 6.52%

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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 3 — Regulatory Matters

inclusive of an allowed ROE of 8.69%, reflecting the average rate on 30-year treasury notes plus 580 basis points. ComEd’s 2019 approved revenue requirement above reflects an increase of $51 million for the initial year revenue requirement for 2019 and a decrease of $68 million related to the annual reconciliation for 2018. The revenue requirement for 2019 and the annual reconciliation for 2018 provides for a weighted average debt and equity return on distribution rate base of 6.51% inclusive of an allowed ROE of 8.91%, reflecting the average rate on 30-year treasury notes plus 580 basis points. See table below for ComEd's regulatory assets associated with its electric distribution formula rate.


During the first quarter of 2018, ComEd revised its electric distribution formula rate to implement revenue decoupling provisions provided for under FEJA. As a result of this revision, ComEd’s electric distribution formula rate revenues are not impacted by abnormal weather, usage per customer or numbers of customers. ComEd began reflecting the impacts of this change in its Operating revenues and electric distribution formula rate regulatory asset in the first quarter of 2017.


(c)(b)The PECO base rate case proceeding was resolved through a settlement agreement, which did not specify an approved ROE.


(c)Requested and approved increases are before New Jersey sales and use tax.

(d)On September 7, 2018, Pepco submitted an updated filing for an increase of $4 million to the customer base rate credit establishedROEs in connection with the merger between Exelon and PHI for residential customers, representing the TCJA benefitsapproved settlement are for the period January 1, 2018 through August 12, 2018.

(e)The DPL Maryland base rate case proceeding was resolved through a settlement agreement, which did not specify an overall ROE. The settlement agreement included an ROE of 9.5% solely for purposespurpose of calculating AFUDC and regulatory asset carrying costs.charges.

In the second quarter of 2018, DPL discovered a rate design issue in Maryland such that the current rates were not sufficient to collect the full amount of the $13 million revenue increase agreed to by the parties in the recent settlement. On September 5, 2018, the MDPSC approved DPL’s proposed revisions to resolve the rate design issue on a prospective basis, effective September 5, 2018.
Pending Distribution Base Rate Case Proceedings
Registrant/JurisdictionFiling DateRequested Revenue Requirement Increase
Requested ROEExpected Approval Timing
ACE - New Jersey (Electric)August 21, 2018 (amended November 19, 2018)$122
(a) 
10.1%
Third quarter of 2019(b)
Pepco - Maryland (Electric)January 15, 2019$30
 10.3%Third quarter of 2019
Registrant/JurisdictionFiling DateRequested Revenue Requirement IncreaseRequested ROEExpected Approval Timing
Pepco - District of Columbia (Electric)(a)
May 30, 2019 (amended September 16, 2019)$160
10.3%Fourth quarter of 2020
DPL - Maryland (Electric)December 5, 201919
10.3%Third quarter of 2020
___________________
(a)Requested increase is before New Jersey salesReflects a three-year cumulative multi-year plan and use tax and includestotal requested revenue requirement increases of $84 million, $40 million of higher depreciation expense relatedand $36 million for years 2020, 2021, and 2022, respectively, to its updated depreciation studyrecover capital investments made in 2018 and the annual ongoing TCJA tax savings further discussed below.
(b)ACE plans2019 and planned capital investments from 2020 to put interim rates in effect on or around May 21, 2019, subject to refund, as allowed by the regulation.2022.
Transmission Formula Rates
Transmission Formula Rate (Exelon, ComEd, BGE, PHI, Pepco, DPL and ACE).  ComEd’s, BGE’s, Pepco's, DPL's and ACE's transmission rates are each established based on a FERC-approved formula. ComEd, BGE, Pepco, DPL and ACE are required to file an annual update to the FERC-approved formula on or before May 15, with the resulting rates effective on June 1 of the same year. The annual formula rate update is based on prior year actual costs and current year projected capital additions (initial year revenue requirement). The update also reconciles any differences between the revenue requirement in effect beginning June 1 of the prior year and actual costs incurred for that year (annual reconciliation).


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Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 3 — Regulatory Matters

For 2018,2019, the following total increases/(decreases) were included in ComEd’s, BGE’s, Pepco's, DPL's and ACE's electric transmission formula rate filings:
Registrant
Initial Revenue Requirement (Decrease) Increase(b)
Annual Reconciliation Increase/(Decrease)Total Revenue Requirement (Decrease) Increase
Allowed Return on Rate Base(d)
Allowed ROE(e)
Initial Revenue Requirement Increase/(Decrease)Annual Reconciliation (Decrease)/IncreaseTotal Revenue Requirement Increase/(Decrease)
Allowed Return on Rate Base(c)
Allowed ROE(d)
ComEd(a)
$(44)$18
$(26)
8.32%11.50%$21
$(16)$5

8.21%11.50%
BGE(a)
10
4
26
(c) 
7.61%10.50%(10)(23)(19)
(b) 
7.35%10.50%
Pepco6
2
8

7.82%10.50%15
11
26

7.75%10.50%
DPL14
13
27

7.29%10.50%17
(1)16

7.14%10.50%
ACE(a)
4
(4)

8.02%10.50%11
(2)9

7.79%10.50%
__________
(a)The time period for any formal challenges to the annual transmission formula rate update filings expired with no formal challenges submitted.submitted
(b)The initial revenue requirement changes reflect the annual benefit of lower income tax rates effective January 1, 2018 resulting from the enactment of the TCJA of $69 million, $18 million, $13 million, $12 million and $11 million for ComEd, BGE, Pepco, DPL and ACE, respectively. They do not reflect the pass back or recovery of income tax-related regulatory liabilities or assets, including those established upon enactment of the TCJA. See further discussion below.
(c)The change in BGE's transmission revenue requirement includes a FERC approved dedicated facilities charge of $12$14 million to recover the costs of providing transmission service to specifically designated load by BGE.
(d)(c)Represents the weighted average debt and equity return on transmission rate bases.
(e)(d)As part of the FERC-approved settlement of ComEd’s 2007 transmission rate case, the rate of return on common equity is 11.50%, inclusive of a 50-basis-point incentive adder for being a member of a RTO, and the common equity component of the ratio used to calculate the weighted average debt and equity return for the transmission formula rate is currently capped at 55%. As part of the FERC-approved settlement of the ROE complaint against BGE, Pepco, DPL and ACE, the rate of return on common equity is 10.50%, inclusive of a 50-basis-point incentive adder for being a member of a RTO.
Pending Transmission Formula Rate (Exelon and PECO).On May 1, 2017, PECO filed a request with FERC seeking approval to update its transmission rates and change the manner in which PECO’s transmission rate is determined from a fixed rate to a formula rate. The formula rate will be updated annually to ensure that under this rate customers pay the actual costs of providing transmission services. ThePECO’s initial formula rate filing includesincluded a requested increase of $22 million to PECO’s annual transmission revenues andrevenue requirement, which reflected a requested rate of return on common equityROE of 11%, inclusive of a 50 basis point adder for being a member of a regional transmission organization. PECO requested that the new transmission rate be effective as of July 2017.RTO. On June 27, 2017, FERC issued an Order accepting the filing and suspending the proposed rates until December 1, 2017, subject to refund, and set the matter for hearing and settlement judge procedures.
On May 4,December 5, 2019, FERC issued an Order accepting without modification the settlement agreement filed by PECO and other parties in July 2019. The settlement results in an increase of approximately $14 million with a return on rate base of 7.62% compared to PECO's initial formula rate filing and allows for an ROE of 10.35%, inclusive of a 50 basis point adder for being a member of the RTO. The settlement did not have a material impact on PECO's 2017, 2018, or 2019 annual transmission revenue requirements. PECO will update its rates in 2020 and refund estimated overcollections totaling approximately $28 million related to the Chief Administrative Law Judge terminated settlement judge procedures and designated a new presiding judge. PECO cannot predictamounts billed under the outcome of this proceeding, or the transmission formula FERC may approve.proposed rates in effect since 2017.
On May 11, 2018, pursuantPursuant to the transmission formula rate request discussed above, PECO made its first annual formula rate update,updates in May 2018 and 2019, which included a revenue decrease of $6 million. The$6 million and an increase of $8 million, respectively, to the annual transmission revenue decrease of $6 million included an approximately $20 million reduction as a result of the tax savings associated with the TCJA.requirement. The updated transmission rate wasformula rates were effective on June 1, 2018 and 2019, respectively, subject to refund.
Tax Cuts and Jobs Act
The Utility Registrants have made filings with their state regulatory commissions to pass back tax savings related to TCJA to their distribution customers, which are detailed below. The tax savings include the benefit of lower federal income tax rates and the settlement of a portion of the deferred income tax regulatory liabilities established upon the enactment of the TCJA. The ongoing annual TCJA tax savings in the table below represent the annual savings for distribution customers reflected in the initial customers rates approved after the TCJA. Subsequent annual TCJA tax savings will be approved as part of the annual update to the electric distribution formula rate for ComEd or base rate case proceedings for PECO, BGE, Pepco, DPL and ACE.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

 Ongoing TCJA Tax SavingsStub Period Bill Credit from TCJA Tax Savings
Registrant/JurisdictionAmountApproval DateRate Effective DateStub PeriodApproval DateRefund Amount/Period
ComEd - Illinois (Electric)$201
January 18, 2018February 1, 2018Not applicable
PECO - Pennsylvania (Electric)$71
December 20, 2018January 1, 2019January 1, 2018 - December 31, 2018December 20, 2018$67 / 2019 (majority in January)
PECO - Pennsylvania (Natural Gas)$4
(a)July 1, 2018Not applicable
BGE - Maryland (Electric)$72
January 31, 2018February 1, 2018
January 1, 2018 - January 31, 2018

To be addressed in next electric distribution base rate case
BGE - Maryland (Natural Gas)$31
January 31, 2018February 1, 2018
January 1, 2018 - January 31, 2018

January 4, 2019$2 / Q1 2019
Pepco - Maryland (Electric)$31
May 31, 2018June 1, 2018January 1, 2018 - June 1, 2018May 31, 2018

$10 / July 2018
Pepco - District of Columbia (Electric)$39
August 9, 2018August 13, 2018
January 1, 2018 - August 12, 2018

September 7, 2018$20 / September 2018
DPL - Maryland (Electric)$14
April 18, 2018April 20, 2018
January 1, 2018 - March 31, 2018

April 18, 2018$2 / June 2018
DPL - Delaware (Electric)$19
August 21, 2018March 17, 2018
February 1, 2018 - March 17, 2018

August 21, 2018$3 / Q4 2018
DPL - Delaware (Natural Gas)$7
November 8, 2018March 17, 2018
February 1, 2018 - March 17, 2018

November 8, 2018$1 / Q4 2018
ACE - New Jersey (Electric)$23
August 29, 2018September 8, 2018
January 1, 2018 - June 30, 2018

August 29, 2018
$6 / Q4 2018

__________
(a)On May 17, 2018, the PAPUC issued an order directing Pennsylvania utility companies without an existing base rate case, including PECO’s gas distribution business, to start passing back the savings from January 1, 2018 onward through a negative surcharge mechanism to be effective on July 1, 2018. Pursuant to that order, PECO filed a negative surcharge mechanism and began on July 1, 2018, to return the estimated annual 2018 tax savings above to its natural gas distribution customers.
As discussed above, ComEd’s, BGE’s, Pepco’s, DPL’s and ACE’s transmission formula rates currently do not provide for the pass back or recovery of income tax-related regulatory liabilities or assets, including those established upon enactment of the TCJA. On December 13, 2016 (as amended on March 13, 2017) and on February 23, 2018 (as amended on July 9, 2018), BGE and ComEd, Pepco, DPL and ACE, respectively, each filed with FERC to revise their transmission formula rate mechanisms to provide for pass back and recovery of transmission-related income tax-related regulatory liabilities and assets, including those established upon enactment of the TCJA. See discussion below for additional information regarding these filings.
See Note 14 - Income Taxes for additional information on Corporate Tax Reform.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Other State Regulatory Matters
Illinois Regulatory Matters
Energy Efficiency Formula Rate (Exelon and ComEd). FEJA allows ComEd to defer energy efficiency costs (except for any voltage optimization costs which are recovered through the electric distribution formula rate) as a separate regulatory asset that is recovered through the energy efficiency formula rate over the weighted average useful life, as approved by the ICC, of the related energy efficiency measures. ComEd earns a return on the energy efficiency regulatory asset at a rate equal to its weighted average cost of capital, which is based on a year-end capital structure and calculated using the same methodology applicable to ComEd’s electric distribution formula rate. Beginning January 1, 2018 through December 31, 2030, the return on equity that ComEd earns on its energy efficiency regulatory asset is subject to a maximum downward or upward adjustment of 200 basis points if ComEd’s

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Note 3 — Regulatory Matters

cumulative persisting annual MWh savings falls short of or exceeds specified percentage benchmarks of its annual incremental savings goal. ComEd is required to file an update to its energy efficiency formula rate on or before June 1st each year, with resulting rates effective in January of the following year. The annual update is based on projected current year energy efficiency costs, PJM capacity revenues, and the projected year-end regulatory asset balance less any related deferred income taxes (initial year revenue requirement). The update also reconciles any differences between the revenue requirement in effect for the prior year and actual costs incurred from the year (annual reconciliation). The approved energy efficiency formula rate also provides for revenue decoupling provisions similar to those in ComEd’s electric distribution formula rate.
During 2018,2019, the ICC approved the following total increases in ComEd's requested energy efficiency revenue requirement:
Filing DateRequested Revenue Requirement IncreaseApproved Revenue Requirement Increase Approved ROEApproval DateRate Effective DateRequested Revenue Requirement IncreaseApproved Revenue Requirement Increase Approved ROEApproval DateRate Effective Date
June 1, 2018$39
$42
(a) 
8.69%December 4, 2018January 1, 2019
May 23, 2019$51
$50
(a) 
8.91%November 26, 2019January 1, 2020
_________
(a)ComEd’s 20182020 approved revenue requirement above reflects an increase of $41$53 million for the initial year revenue requirement for 20182020 and 2019 and an increasea decrease of $1$3 million related to the annual reconciliation for 2017.2018. The revenue requirement for 2018 and 2019 and the annual reconciliation for 20172020 provides for a weighted average debt and equity return on distributionthe energy efficiency regulatory asset and rate base of 6.52%6.51% inclusive of an allowed ROE of 8.69%8.91%, reflecting the average rate on 30-year treasury notes plus 580 basis points. See table below for ComEd's regulatory assets associated with its energy efficiency formula rate.
Maryland Regulatory Matters
Maryland Alternative Rate Plans Rulemaking (Exelon, BGE, PHI, Pepco and DPL). On August 9, 2019, the MDPSC issued an order in which the MDPSC determined that it is now appropriate to move forward to implement alternative rate plans in Maryland.  The MDPSC found that a multi-year rate plan, based on a historic test year and allowing up to three future test years, can produce just and reasonable rates.  A working group was convened and submitted a detailed implementation report related to multi-year rate plans to the MDPSC on December 20, 2019.  In response to the working group report, the MDPSC issued an order on February 4, 2020 establishing a multi-year rate plan pilot and an associated framework for a Maryland utility to use in the pilot multi-year rate plan filing. The working group was required to continue and discuss how best to integrate performance-based measures into a multi-year rate plan. The working group is currently discussing performance-based measures which could be combined with future multi-year rate plans and will submit its report to the MDPSC by April 1, 2020. BGE, Pepco and DPL cannot predict the outcome or the potential financial impact, if any, on BGE, Pepco or DPL.
The Maryland Strategic Infrastructure Development and Enhancement Program (Exelon and BGE). On December 1, 2017 (as amended on January 22, 2018), BGE filed an application with the MDPSC seeking approval for a new gas infrastructure replacement plan and associated surcharge, effective for the five-year period from 2019 through 2023. On May 30, 2018, the MDPSC approved with modifications a new infrastructure plan and associated surcharge, subject to BGE's acceptance of the Order. On June 1, 2018, BGE accepted the MDPSC Order and the associated surcharge became effective January 2019. The five-year plan calls for capital expenditures over the 2019-2023 timeframe of $732 million with an associated revenue requirement of $200 million.
Cash Working Capital Order (Exelon and BGE). On November 17, 2016, the MDPSC rendered a decision in the proceeding to review BGE’s request to recover its cash working capital (CWC) requirement for its Provider of Last Resort service, also known as Standard Offer Service (SOS), as well as other components that make up the Administrative Charge, the mechanism that enables BGE to recover its SOS-related costs.  The Administrative Charge is comprised of five components:  CWC, uncollectibles, incremental costs, return, and an administrative adjustment, which acts as a proxy for retail suppliers’ costs.  The CommissionMDPSC accepted BGE's positions on recovery of CWC and pass-through recovery of BGE’s actual uncollectibles and incremental costs.  The order also grants BGE a return on the SOS.  The Commission ruled that the level of the administrative adjustment will be determined in BGE’s next rate case. Subsequently, the MDPSC Staff and residential consumer advocate sought clarification and appealed the amount of return awarded to BGE on the SOS. The appeal currently resides with the Maryland Court of Special Appeals. Also, in BGE’s 2019 electric and gas distribution base rate proceeding, the MDPSC established a normalized administrative adjustment. However, a group of electric suppliers appealed the MDPSC’s decision to the Circuit Court for Baltimore City. BGE cannot predict the outcome of this appeal.these appeals.
Smart Meter and Smart Grid Investments (Exelon and BGE). In August 2010, the MDPSC approved a comprehensive smart grid initiative for BGE that included the planned installation
238

Table of 2 million residential and commercial electric and natural gas smart meters at an expected total cost of $480 million of which $200 million was funded by SGIG. The MDPSC’s approval ordered BGE to defer the associated incremental costs, depreciation and amortization, and an appropriate return, in a regulatory asset until such time as a cost-effective advanced metering system is implemented. See AMI programs in the Regulatory Assets and Liabilities section below for additional information.
As part of the 2015 electric and natural gas distribution rate case filed on November 6, 2015, BGE sought recovery of its smart grid initiative costs, supported by evidence demonstrating that BGE had, in fact, implemented a cost-

Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


beneficial advanced metering system. On JuneNote 3 2016, the MDPSC issued an order concluding that the smart grid initiative overall is cost beneficial to its customers. However, the June 3rd order contained several cost disallowances and adjustments including disallowances of certain program and meter installation costs and denial of recovery of any return on unrecovered costs for non-AMI meters replaced under the program. BGE and the residential consumer advocate subsequently both filed a petition for rehearing of the June 3rd order. On July 29, 2016, the MDPSC issued an order on the petitions for rehearing that reversed certain of its prior cost disallowances and adjustments related to the smart grid initiative.
As a combined result of the MDPSC orders in BGE's 2015 electric and natural gas distribution base rate case, BGE recorded a $52 million charge in June 2016 to Operating and maintenance expense in Exelon’s and BGE’s Consolidated Statements of Operations and Comprehensive Income reducing certain regulatory assets and other long-lived assets and reclassified $56 million of legacy meter costs from Property, plant and equipment, net to Regulatory assets in Exelon's and BGE's Consolidated Balance Sheets. In BGE’s 2018 natural gas distribution base rate case, the MDPSC allowed BGE to recover the gas portion of the post-test year regulatory asset, including a return thereon, over three years.  The electric portion of the same regulatory asset will be addressed in BGE’s next electric distribution base rate case. 
The Maryland Strategic Infrastructure Development and Enhancement Program (Exelon and BGE). In 2013, legislation in Maryland was signed into law to establish a mechanism, separate from base rate proceedings, for gas companies to promptly recover reasonable and prudent costs of eligible infrastructure replacement projects incurred after June 1, 2013. The monthly surcharge and infrastructure replacement costs must be approved by the MDPSC and are subject to a cap and require an annual true-up of the surcharge revenues against actual expenditures. Investment levels in excess of the cap would be recoverable in a subsequent gas base rate proceeding at which time all costs for the infrastructure replacement projects would be rolled into gas distribution base rates. Irrespective of the cap, BGE is required to file a gas rate case every five years under this legislation.
On December 1, 2017 (as amended on January 22, 2018), BGE filed an application with the MDPSC seeking approval for a new gas infrastructure replacement plan and associated surcharge, effective for the five-year period from 2019 through 2023. On May 30, 2018, the MDPSC approved with modifications a new infrastructure plan and associated surcharge, subject to BGE's acceptance of the Order. On June 1, 2018, BGE accepted the MDPSC Order and the associated surcharge will be effective in rates beginning in January 2019. The new five-year plan calls for capital expenditures over the 2019-2023 timeframe of $732 million, with an associated revenue requirement of $200 million.
District of Columbia Regulatory Matters
District of Columbia Power Line Undergrounding Initiative (Exelon, PHI and Pepco).The District of Columbia government enacted on a permanent basis (effective July 11, 2017) legislation to amend the Electric Company Infrastructure Improvement Financing Act of 2014 (as amended) (the Infrastructure Improvement Financing Act) to authorize the District of Columbia Power Line Undergrounding (DC PLUG) initiative, a projected six year, $500 million project to place underground some of the District of Columbia’s most outage-prone power lines with $250 million of the project costs funded by Pepco and $250 million funded by the District of Columbia.
The $250 million of project costs funded by Pepco will earn a return and be recovered through a volumetric surcharge on the electric bill of Pepco's customers in the District of Columbia.
The $250 million of project costs funded by the District of Columbia will come from two sources. Project costs of $187.5 million will be funded through a charge assessed on Pepco by the District of Columbia; Pepco will recover this charge from customers through a volumetric distribution rider. The remaining costs up to $62.5 million are to be funded by the existing capital projects program of the District Department of Transportation (DDOT). Ownership and responsibility for the operation and maintenance of assets funded by the District of Columbia will be transferred to Pepco for a nominal amount upon completion, and Pepco will not recover or earn a return on the cost of these assets.
In accordance with the Infrastructure Improvement Financing Act, Pepco filed an application for approval of the first two-year plan in the DC PLUG initiative (the First Biennial Plan) on July 3, 2017. Pepco will then be required to make two additional applications. On November 9, 2017, the DCPSC issued an order approving the First Biennial Plan and the application for a financing order. Pursuant to that order, Pepco is obligated to pay $187.5 million to the District of Columbia over the six-year project term, of which it expects to pay $30 million in 2019. Pepco recorded

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

an obligation and offsetting regulatory asset in November. Rates for the DC PLUG initiative went into effect on February 7, 2018.
New Jersey Regulatory Matters
ACE Infrastructure Investment Program Filing (Exelon, PHI and ACE). On February 28, 2018, ACE filed with the NJBPU the company’s Infrastructure Investment Program (IIP) proposing to seek recovery of a series of investments through a new rider mechanism, totaling $338 million, between 2019-2022 to provide safe and reliable service for its customers. The IIP will allow for more timely recovery of investments made to modernize and enhance ACE’s electric system. On April 15, 2019, ACE currently expectsentered into a decision in this matter in the second quartersettlement agreement with other parties, which allows for a recovery totaling $96 million of reliability related capital investments from July 1, 2019 but cannot predict if the NJBPU will approve the application as filed.
New Jersey Consolidated Tax Adjustment (Exelon, PHI and ACE). The Consolidated Tax Adjustment (CTA) is a ratemaking policy that requires utilities that are part of a consolidated tax group to share with customers the tax benefits that came from losses at unregulated affiliates through a reduction in rate base. After opening a generic proceeding to review the policy, in 2014, the NJBPU issued a decision which retained the CTA, but in a modified format that significantly reduced the impact of the CTA to ACE.June 30, 2023. On SeptemberApril 18, 2017, the Appellate Division of the Superior Court of New Jersey reversed the NJBPU’s decision in adopting the revised CTA policy and held that NJBPU’s actions related to the CTA constituted a rulemaking that should have been undertaken pursuant to the requirements of the Administrative Procedures Act. The Court did not address the merits of the CTA methodology itself. The NJBPU issued a proposed rule for comment, consistent with the requirements of the Administrative Procedures Act. On January 17, 2019, the NJBPU adoptedapproved the proposed CTA regulations, which do not have a material impact on ACE. The CTA regulations will be sent to the Office of Administrative Law for publication in the New Jersey Register, which is expected on or before March 4, 2019.settlement agreement.
New Jersey Clean Energy Legislation (Exelon, PHI and ACE).On May 23, 2018, the Governor of New Jersey signed newenacted legislation effective immediately, that established and modified New Jersey’s clean energy and energy efficiency programs and solar and renewable energy portfolio standards. The new legislation expands the state's renewable portfolio standard to require that 50% of electric generation sold be from renewable energy sources by 2030; modifies the New Jersey solar renewable energy portfolio standard to require that 5.1% of electric generation sold in New Jersey be from solar electric power by 2021; lowers the solar alternative compliance payment amount starting in 2019 and requires the NJBPU to adopt rules to replace the current solar renewable energy credit program; and requires the NJBPU to increase its offshore wind energy credit program to 3,500 MW. The new legislation further imposes an energy efficiency standard that each electric public utility will be required to reduce annual usage by 2% and provides for utilities to annually file for recovery of the costs of the programs, including the revenue impact of sales losses resulting from the programs. The NJBPU is required to initiate a study to determine the savings targets for each public utility, to adopt other rules regarding the programs, and to approve energy efficiency and peak demand reduction programs for each utility. The new legislation also requires the NJBPU to conduct an energy storage analysis including the potential costs and benefits and to initiate a proceeding to establish a goal of achieving 2,000 MW of energy storage by 2030; requires the utilities to conduct a study on voltage optimization on their distribution system; and requires the NJBPU to establish a community solar program to permit customers to participate in a solar project that is not located on the customer’s property which the NJBPU issued regulations on January 17, 2019.
On the same day, the Governor of New Jersey also signed newenacted legislation effective immediately, that will establishestablished a ZEC program providingthat provides compensation for nuclear plants that demonstrate to the NJBPU that they meet certain requirements, including that they make a significant contribution to air quality in the state and that their revenues are insufficient to cover their costs and risks. Electric distribution utilities in New Jersey, including ACE, will be authorized to collectbegan collecting from retail distribution customers, through a non-bypassable charge, all costs associated with the utility’s procurement of the ZECs.ZECs effective April 18, 2019. See Generation Regulatory Matters below for additional information.
Other Federal Regulatory Matters
Transmission-Related Income Tax Regulatory Assets (Exelon, ComEd, BGE, PHI, Pepco, DPL and ACE).On December 13, 2016 (as(and as amended on March 13, 2017), BGE filed with FERC to begin recovering certain existing and future transmission-related income tax regulatory assets through its transmission formula rate. BGE’s existing regulatory assets included (1) amounts that, if BGE’s transmission formula rate provided for recovery, would have been previously amortized and (2) amounts that would be amortized and recovered prospectively. ComEd, Pepco, DPL and ACE had similar transmission-related income tax regulatory liabilities and assets also requiring FERC

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

approval. On November 16, 2017, FERC issued an order rejecting BGE’s proposed revisions to its transmission formula rate to recover these transmission-related income tax regulatory assets. FERC’s rejection order focused on the lack of timeliness of BGE’s request to recover amounts that would have been previously amortized but indicated that ongoing recovery of certain transmission-related income tax regulatory assets would provide for a more accurate revenue requirement. Based on FERC’s order, management of each company concluded that the portion of the total transmission-related income tax regulatory assets that would have been previously amortized and recovered through rates had the transmission formula rate provided for such recovery was no longer probable of recovery. As a result Exelon,of the FERC's order, ComEd, BGE, PHI, Pepco, DPL and ACE recorded the following chargestook a charge to Income tax expense within their Consolidated Statements of Operations and Comprehensive Income in the fourth quarter of 2017, reducing their associated transmission-related income tax regulatory assets.assets for the portion of the total transmission-related income tax regulatory assets that would have been previously amortized and recovered through rates. Similar regulatory assets and liabilities at PECO are not subject to the same FERC transmission rate recovery formula and, thus, are not impacted by BGE’s November 16, 2017 FERC order.formula. See above for additional information regarding PECO's transmission formula rate filing.
 For the year ended December 31, 2017
Exelon$35
ComEd3
BGE5
PHI27
Pepco14
DPL6
ACE7
On December 18, 2017, BGE filed for clarification and rehearing of FERC’s November 16, 2017 order still seeking full recovery of its existing transmission-related income tax regulatory asset amounts, including those amounts that would have been previously amortized and recovered through rates had the transmission formula rate provided for such recovery. On February 27, 2018 (and updated on March 26, 2018), BGE submitted a letter to FERC advising that the lower federal corporate income tax rate effective January 1, 2018 provided for in the TCJA will be reflected in BGE’s annual formula rate update effective June 1, 2018, but that the deferred income tax benefits will not be passed back to customers unless BGE’s formula rate is revised to provide for pass back and recovery of transmission-related income tax-related regulatory liabilities and assets.
On February 23, 2018 (as amended on July 9, 2018), ComEd, Pepco, DPL, and ACE each filed with FERC to revise their transmission formula rate mechanisms to facilitate passing back to customers ongoing annual TCJA tax savings and to permit recovery of transmission-related income tax regulatory assets, including those amounts that would have been previously amortized and recovered through rates had the transmission formula rate provided for such recovery.
On September 7, 2018, FERC issued orders rejecting BGE’s December 18, 2017 request for rehearing and clarification and ComEd's, Pepco's, DPL's and ACE's February 23, 2018 (as amended on July 9, 2018) filings, again citing the lack of timeliness of the requests to recover amounts that would have been previously amortized, but indicating that ongoing recovery of certain transmission-related income tax regulatory assets would provide for a more accurate revenue requirement. The orders did not address the remittance of TCJA transmission-related income tax regulatory liabilities, but rather referenced FERC’s separate Notice of Inquiry of such amounts issued on March 15, 2018.requirement, consistent with its November 16, 2017 order.
On October 1, 2018, ComEd, BGE, Pepco, DPL, and ACE submitted new filings to recover ongoing non-TCJA amortization amounts and refund TCJA transmission-related income tax regulatory liabilities for the prospective period starting on October 1, 2018. In addition, on October 9, 2018, ComEd, Pepco, DPL, and ACE sought rehearing of FERC's September 7, 2018 order. On November 2, 2018, BGE filed an appeal of FERC's September 7, 2018 order to the Court of Appeals for the D.C. Circuit. On April 26, 2019 FERC issued deficiency letters requesting additional information on November 21,an order accepting ComEd's, BGE's, Pepco's, DPL's, and ACE's October 1, 2018 filings, effective October 1, 2018, subject to refund and January 28, 2019.established hearing and settlement judge procedures. ComEd, BGE, Pepco, DPL, and ACE responded to the November 21, 2018 deficiency letter on November 29, 2018 but cannot predict the outcome of these FERC proceedings.
If FERC ultimately rules that the future, ongoing non-TCJA amortization amounts are not recoverable, Exelon, ComEd, BGE, PHI, Pepco, DPL and ACE would record additional charges to Income tax expense, which could be

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

Note 3 — Regulatory Matters

up to approximately $76$79 million, $51 million, $15$17 million, $10$11 million, $3$4 million, $5 million and $2 million, respectively, as of December 31, 2018.2019.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

On October 9, 2018, ComEd, Pepco, DPL, and ACE sought rehearing of FERC's September 7, 2018 order, still seeking full recovery of their existing transmission-related income tax regulatory asset amounts, including those amounts that would have been previously amortized and recovered through rates had the transmission formula rate provided for such recovery. ComEd, Pepco, DPL, and ACE cannot predict the outcome of this rehearing request. On November 2, 2018, BGE filed an appeal of FERC’s September 7, 2018 order to the Court of Appeals for the D.C. Circuit.
PJM Transmission Rate Design (All Registrants). On June 15, 2016, several parties, including the Utility Registrants, filed a proposed settlement with FERC to resolve outstanding issues related to cost responsibility for charges to transmission customers for certain transmission facilities that operate at or above 500 kV. The settlement included provisions for monthly credits or charges related to the periods prior to January 1, 2016 that are expected to be refunded or recovered through PJM wholesale transmission rates through December 2025.
On May 31, 2018, FERC issued an order approving the settlement and directed PJM to adjust wholesale transmission rates within 30 days.settlement. Pursuant to the order, similar charges for the period January 1, 2016 through June 30, 2018 willwould also be refunded or recovered through PJM wholesale transmission rates over the subsequent 12-month period. PJM commenced billing the refunds and charges associated with this settlement in August 2018. The Utility Registrants expect to refund or recover these settlement amounts through prospective electric distribution customer rates. On July 2, 2018, several parties filed petitions for rehearing or clarification.
Pursuant to the FERC approval of the settlement and the expected refund or recovery of the associated amounts from electric distribution customers, in the second quarter of 2018 and as adjusted in the third quarter of 2018, theThe Utility Registrants recorded the following payables to/receivables from PJM and related regulatory assets/liabilities.liabilities in 2018 and have been refunding or recovering these amounts through electric distribution customer rates. Generation recorded a $41 million net payable to PJM and a pre-tax charge within Purchased power and fuel expense in Exelon's and Generation's Consolidated Statements of Operations and Comprehensive Income.
 PJM ReceivablePJM PayableRegulatory AssetRegulatory Liability
Exelon$220
$176
$136
$221
Generation(a)

41


ComEd122


122
PECO85


85
BGE
51
51

PHI13
84
85
14
Pepco
84
84

DPL10


10
ACE3

1
4
__________
(a)Does not include an offsetting receivable from New Jersey Utilities of $16 million as of December 31, 2018.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Regulatory Assets and Liabilities
Regulatory assets represent incurred costs that have been deferred because of their probable future recovery from customers through regulated rates. Regulatory liabilities represent the excess recovery of costs or accrued credits that have been deferred because it is probable such amounts will be returned to customers through future regulated rates or represent billings in advance of expenditures for approved regulatory programs.

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

Note 3 — Regulatory Matters

The following tables provide information about the regulatory assets and liabilities of Exelon, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE as of December 31, 20182019 and December 31, 2017:2018:
December 31, 2019Exelon ComEd PECO BGE PHI Pepco DPL ACE
Regulatory assets               
Pension and other postretirement benefits$2,784
 $
 $
 $
 $
 $
 $
 $
Pension and other postretirement benefits - Merger related1,138
 
 
 
 
 
 
 
Deferred income taxes528
 
 518
 
 10
 10
 
 
AMI programs - Deployment costs207
 
 
 129
 78
 43
 35
 
AMI programs - Legacy Meters276
 113
 12
 45
 106
 79
 27
 
Electric distribution formula rate annual reconciliations34
 34
 
 
 
 
 
 
Electric distribution formula rate significant one-time events66
 66
 
 
 
 
 
 
Energy efficiency costs746
 746
 
 
 
 
 
 
Fair value of long-term debt650
 
 
 
 523
 
 
 
Fair value of PHI's unamortized energy contracts443
 
 
 
 443
 
 
 
Asset retirement obligations127
 85
 23
 16
 3
 2
 
 1
MGP remediation costs302
 287
 11
 4
 
 
 
 
Renewable energy301
 301
 
 
 
 
 
 
Electric Energy and Natural Gas Costs110
 
 6
 36
 68
 43
 5
 20
Transmission formula rate annual reconciliations11
 
 
 1
 10
 1
 2
 7
Energy efficiency and demand response programs572
 
 
 303
 269
 196
 73
 
Merger integration costs32
 
 
 2
 30
 15
 8
 7
Under-recovered revenue decoupling37
 
 
 8
 29
 29
 
 
Securitized stranded costs37
 
 
 
 37
 
 
 37
Removal costs641
 
 
 67
 574
 152
 100
 324
DC PLUG charge126
 
 
 
 126
 126
 
 
Other337
 129
 25
 26
 167
 76
 24
 29
Total regulatory assets9,505
 1,761
 595
 637
 2,473
 772
 274
 425
        Less: current portion1,170
 281
 41
 183
 412
 188
 52
 57
Total noncurrent regulatory assets$8,335
 $1,480
 $554
 $454
 $2,061
 $584
 $222
 $368




241

December 31, 2018Exelon ComEd PECO BGE PHI Pepco DPL ACE
Regulatory assets               
Pension and other postretirement benefits$2,553
 $
 $
 $
 $
 $
 $
 $
Pension and other postretirement benefits - Merger related1,266
 
 
 
 
 
 
 
Deferred income taxes414
 
 404
 
 10
 10
 
 
AMI programs - Deployment Costs202
 
 
 113
 89
 50
 39
 
AMI programs - Legacy Meters328
 136
 24
 48
 120
 90
 30
 
AMI programs - Post-test year costs32
 
 
 32
 
 
 
 
Electric distribution formula rate annual reconciliations158
 158
 
 
 
 
 
 
Electric distribution formula rate significant one-time events81
 81
 
 
 
 
 
 
Energy efficiency costs472
 472
 
 
 
 
 
 
Fair value of long-term debt702
 
 
 
 569
 
 
 
Fair value of PHI's unamortized energy contracts561
 
 
 
 561
 
 
 
Asset retirement obligations118
 79
 22
 16
 1
 1
 
 
MGP remediation costs326
 309
 17
 
 
 
 
 
Renewable energy249
 249
 
 
 
 
 
 
Electric Energy and Natural Gas Costs193
 
 49
 51
 93
 84
 
 9
Transmission formula rate annual reconciliations41
 6
 
 4
 31
 10
 14
 7
Energy efficiency and demand response programs545
 
 1
 289
 255
 188
 67
 
Merger integration costs42
 
 
 3
 39
 18
 11
 10
Under-recovered revenue decoupling59
 
 
 2
 57
 57
 
 
Securitized stranded costs50
 
 
 
 50
 
 
 50
Removal costs564
 
 
 
 564
 158
 97
 309
DC PLUG charge159
 
 
 
 159
 159
 
 
Deferred storm costs41
 
 
 
 41
 9
 4
 28
Other303
 110
 24
 17
 162
 79
 28
 13
Total regulatory assets9,459
 1,600
 541
 575
 2,801
 913
 290
 426
        Less: current portion1,222
 293
 81
 177
 489
 270
 59
 40
Total noncurrent regulatory assets$8,237
 $1,307
 $460
 $398
 $2,312
 $643
 $231
 $386

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 3 — Regulatory Matters

December 31, 2019Exelon ComEd PECO BGE PHI Pepco DPL ACE
Regulatory liabilities               
Deferred income taxes$4,944
 $2,297
 $
 $1,089
 $1,558
 $725
 $477
 $356
Nuclear decommissioning3,102
 2,622
 480
 ���
 
 
 
 
Removal costs1,621
 1,435
 
 58
 128
 20
 108
 
Electric Energy and Natural Gas Costs109
 45
 56
 
 8
 
 8
 
Transmission formula rate annual reconciliations34
 6
 28
 
 
 
 
 
Other582
 337
 37
 81
 83
 9
 18
 26
Total regulatory liabilities10,392
 6,742
 601
 1,228

1,777
 754
 611
 382
        Less: current portion406
 200
 91
 33
 70
 8
 37
 25
Total noncurrent regulatory liabilities$9,986
 $6,542
 $510
 $1,195

$1,707
 $746
 $574
 $357


242

December 31, 2018Exelon ComEd PECO BGE PHI Pepco DPL ACE
Regulatory liabilities               
Deferred income taxes$5,228
 $2,394
 $
 $1,132
 $1,702
 $798
 $510
 $394
Nuclear decommissioning2,606
 2,217
 389
 
 
 
 
 
Removal costs1,547
 1,368
 
 52
 127
 20
 107
 
Electric Energy and Natural Gas Costs294
 137
 132
 6
 19
 
 18
 1
Other528
 227
 75
 79
 100
 11
 30
 25
Total regulatory liabilities10,203
 6,343
 596
 1,269

1,948
 829
 665
 420
        Less: current portion644
 293
 175
 77
 84
 7
 59
 18
Total noncurrent regulatory liabilities$9,559
 $6,050
 $421
 $1,192

$1,864
 $822
 $606
 $402

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 3 — Regulatory Matters

December 31, 2018Exelon ComEd PECO BGE PHI Pepco DPL ACE
Regulatory assets               
Pension and other postretirement benefits$2,553
 $
 $
 $
 $
 $
 $
 $
Pension and other postretirement benefits - Merger related1,266
 
 
 
 
 
 
 
Deferred income taxes414
 
 404
 
 10
 10
 
 
AMI programs - Deployment costs234
 
 
 145
 89
 50
 39
 
AMI programs - Legacy Meters328
 136
 24
 48
 120
 90
 30
 
Electric distribution formula rate annual reconciliations158
 158
 
 
 
 
 
 
Electric distribution formula rate significant one-time events81
 81
 
 
 
 
 
 
Energy efficiency costs472
 472
 
 
 
 
 
 
Fair value of long-term debt702
 
 
 
 569
 
 
 
Fair value of PHI's unamortized energy contracts561
 
 
 
 561
 
 
 
Asset retirement obligations118
 79
 22
 16
 1
 1
 
 
MGP remediation costs326
 309
 17
 
 
 
 
 
Renewable energy249
 249
 
 
 
 
 
 
Electric Energy and Natural Gas Costs193
 
 49
 51
 93
 84
 
 9
Transmission formula rate annual reconciliations41
 6
 
 4
 31
 10
 14
 7
Energy efficiency and demand response programs545
 
 1
 289
 255
 188
 67
 
Merger integration costs42
 
 
 3
 39
 18
 11
 10
Under-recovered revenue decoupling27
 
 
 2
 25
 25
 
 
Securitized stranded costs50
 
 
 
 50
 
 
 50
Removal costs564
 
 
 
 564
 158
 97
 309
DC PLUG charge159
 
 
 
 159
 159
 
 
Deferred storm costs41
 
 
 
 41
 9
 4
 28
Other303
 110
 24
 17
 162
 79
 28
 13
Total regulatory assets9,427
 1,600
 541
 575

2,769
 881
 290
 426
        Less: current portion1,190
 293
 81
 177
 457
 238
 59
 40
Total noncurrent regulatory assets$8,237
 $1,307
 $460
 $398

$2,312
 $643
 $231
 $386


243

December 31, 2017Exelon ComEd PECO BGE PHI Pepco DPL ACE
Regulatory assets               
Pension and other postretirement benefits$2,455
 $
 $
 $
 $
 $
 $
 $
Pension and other postretirement benefits - Merger related1,393
 
 
 
 
 
 
 
Deferred income taxes306
 
 297
 
 9
 9
 
 
AMI programs - Deployment costs385
 
 
 129
 101
 58
 43
 
AMI programs - Legacy meters223
 155
 36
 53
 134
 100
 34
 
AMI programs - Post-test year costs32
 
 
 32
 
 
 
 
Electric distribution formula rate annual reconciliations186
 186
 
 
 
 
 
 
Electric distribution formula rate significant one-time events58
 58
 
 
 
 
 
 
Energy efficiency costs166
 166
 
 
 
 
 
 
Fair value of long-term debt758
 
 
 
 619
 
 
 
Fair value of PHI's unamortized energy contracts750
 
 
 
 750
 
 
 
Asset retirement obligations109
 73
 22
 14
 
 
 
 
MGP remediation costs295
 273
 22
 
 
 
 
 
Renewable energy258
 256
 
 
 2
 
 1
 1
Electric energy and natural gas costs47
 
 1
 16
 30
 8
 7
 15
Transmission formula rate annual reconciliations35
 6
 
 7
 22
 3
 8
 11
Energy efficiency and demand response programs596
 
 1
 285
 310
 229
 81
 
Merger integration costs45
 
 
 6
 39
 20
 10
 9
Under-recovered revenue decoupling55
 
 
 14
 41
 38
 3
 
Securitized stranded costs79
 
 
 
 79
 
 
 79
Removal costs529
 
 
 
 529
 150
 93
 286
DC PLUG charge190
 
 
 
 190
 190
 
 
Deferred storm costs27
 
 
 
 27
 7
 5
 15
Other311
 106
 31
 15
 165
 79
 29
 14
Total regulatory assets9,288
 1,279
 410
 571

3,047
 891
 314
 430
        Less: current portion1,267
 225
 29
 174
 554
 213
 69
 71
Total noncurrent regulatory assets$8,021
 $1,054
 $381
 $397

$2,493
 $678
 $245
 $359

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 3 — Regulatory Matters

December 31, 2018Exelon ComEd PECO BGE PHI Pepco DPL ACE
Regulatory liabilities               
Deferred income taxes$5,228
 $2,394
 $
 $1,132
 $1,702
 $798
 $510
 $394
Nuclear decommissioning2,606
 2,217
 389
 
 
 
 
 
Removal costs1,547
 1,368
 
 52
 127
 20
 107
 
Electric Energy and Natural Gas Costs294
 137
 132
 6
 19
 
 18
 1
Other528
 227
 75
 79
 100
 11
 30
 25
Total regulatory liabilities10,203
 6,343
 596

1,269

1,948
 829
 665
 420
        Less: current portion644
 293
 175
 77
 84
 7
 59
 18
Total noncurrent regulatory liabilities$9,559
 $6,050
 $421
 $1,192

$1,864
 $822
 $606
 $402
December 31, 2017Exelon ComEd PECO BGE PHI Pepco DPL ACE
Regulatory liabilities               
Deferred income taxes$5,241
 $2,479
 $
 $1,032
 $1,730
 $809
 $510
 $411
Nuclear decommissioning3,064
 2,528
 536
 
 
 
 
 
Removal costs1,573
 1,338
 
 105
 130
 20
 110
 
Electric Energy and Natural Gas Costs111
 47
 60
 
 4
 
 1
 3
Other399
 185
 94
 26
 64
 3
 14
 8
Total regulatory liabilities10,388
 6,577
 690
 1,163

1,928
 832
 635
 422
        Less: current portion523
 249
 141
 62
 56
 3
 42
 11
Total noncurrent regulatory liabilities$9,865
 $6,328
 $549
 $1,101

$1,872
 $829
 $593
 $411

Descriptions of the regulatory assets and liabilities included in the tables above are summarized below, including their recovery and amortization periods.
Line ItemDescriptionEnd Date of Remaining Recovery/Refund PeriodReturn
Pension and Other Postretirement BenefitsPrimarily reflects the Utility Registrants' portion of deferred costs, including unamortized actuarial losses (gains) and prior service costs (credits), associated with Exelon's pension and other postretirement benefit plans, which are recovered through customer rates once amortized through net periodic benefit cost. Also, includes the Utility Registrants' non–service cost components capitalized in Property, plant and equipment, net on their Consolidated Balance Sheets.The deferred costs are amortized over the plan participants' average remaining service periods subject to applicable pension and other postretirement cost recognition policies. See Note 1614 – Retirement Benefits for additional information. The capitalized non–service cost components are amortized over the lives of the underlying assets.No
Pension and Other Postretirement Benefits - Merger RelatedThe deferred costs are amortized over the plan participants' average remaining service periods subject to applicable pension and other postretirement cost recognition policies. See Note 1614 – Retirement Benefits for additional information. The capitalized non–service cost components are amortized over the lives of the underlying assets.
Legacy Constellation - 2038
Legacy PHI - 2032
No


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Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 3 — Regulatory Matters

Line ItemDescriptionEnd Date of Remaining Recovery/Refund PeriodReturn
Deferred Income TaxesDeferred income taxes that are recoverable or refundable through customer rates, primarily associated with accelerated depreciation, the equity component of AFUDC, and the effects of income tax rate changes, including those resulting from the TCJA. These amounts include transmission-related regulatory liabilities that require FERC approval separate from the transmission formula rate. See Transmission-Related Income Tax Regulatory Assets section above for additional information.Over the period in which the related deferred income taxes reverse, which is generally based on the expected life of the underlying assets. For TCJA, generally refunded over the remaining depreciable life of the underlying assets, except in certain jurisdictions where the commissions have approved a shorter refund period for certain assets not subject to IRS normalization rules.No
AMI Programs - Deployment Costs

Installation costs of new smart meters, including implementation costs at Pepco and DPL of dynamic pricing for energy usage resulting from smart meters.

BGE - 2026
Pepco - 2027
DPL - 2030
Yes









AMI Programs - Legacy MetersEarly retirement costs of legacy meters.
ComEd - 2028
PECO - 2020
BGE - 20282026
Pepco - 2027
DPL - 2030
ComEd, Pepco (District of Columbia), DPL (Delaware) - Yes
PECO, BGE, Pepco (Maryland), DPL (Maryland) - No
AMI Programs - Post-test year incremental costs
Post-test year incremental program deployment costs of smart meters. As of December 31, 2018 and 2017, the portion of BGE's regulatory asset related to gas and electric costs was $10 million and $22 million, respectively.


BGE (gas) - 2021
BGE (electric) - Not currently being recovered.
BGE (gas) - Yes
BGE (electric) - No
Electric distribution formula rate annual reconciliations


Under-recoveries related to electric distribution service costs recoverable through ComEd's performance-based formula rate, which is updated annually with rates effective on January 1st.
20202021


Yes
Electric distribution formula rate significant one-time events


Under-recoveries of electric distribution service costs related to ComEd's significant one-time events (e.g., storm costs), which are recovered over 5 years from date of the event.20222023Yes

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Line ItemDescriptionEnd Date of Remaining Recovery/Refund PeriodReturn
Energy Efficiency Costs


CostsComEd's costs recovered through the energy efficiency formula rate tariff and the reconciliation of the difference of the revenue requirement in effect for the prior year and the revenue requirement based on actual prior year costs. Deferred energy efficiency costs are recovered over the weighted average useful life of the related energy measure.2029
Yes



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

Note 3 — Regulatory Matters

Line ItemDescriptionEnd Date of Remaining Recovery/Refund PeriodReturn
Fair Value of Long-Term Debt


Represents the difference between the carrying value and fair value of long-term debt of PHI and BGE of $523 million and $127 million, respectively, as of December 30, 2019 and $569 million and $133 million, respectively, as of December 30, 2018, and $619 million and $139 million, respectively, as of December 30, 2017, as of the PHI and Constellation merger dates.
BGE - 2043
PHI - 2045
No
Fair Value of PHI’s Unamortized Energy Contracts


Represents the regulatory assets recorded at Exelon and PHI offsetting the fair value adjustment related to Pepco's, DPL's and ACE's electricity and natural gas energy supply contracts recorded at PHI as of the PHI merger date.2036No
Asset Retirement ObligationsFuture legally required removal costs associated with existing asset retirement obligations.Over the life of the related assets.Yes, once the removal activities have been performed.
MGP Remediation Costs


Environmental remediation costs for MGP sites.


Over the expected remediation period. See Note 2218 - Commitments and Contingencies for additional information.ComEd, PECO - No
Renewable EnergyRepresents the change in fair value of ComEd‘s 20-year floating-to-fixed long-term renewable energy swap contracts.
2032


No
Electric Energy and Natural Gas CostsUnder (over) recoveries related to energy and gas supply related costs recoverable (refundable) under approved rate riders.2025
DPL (Delaware), ACE - Yes
ComEd, PECO, BGE, Pepco, DPL (Maryland) - No
Transmission formula rate annual reconciliations


Under (over)-recoveries related to transmission service costs recoverable through the Utility Registrants’ FERC formula rates, which are updated annually with rates effective each June 1st.


20202021Yes

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Line ItemDescriptionEnd Date of Remaining Recovery/Refund PeriodReturn
Energy efficiency and demand response programs


Includes under (over)-recoveries of costs incurred related to energy efficiency programs and demand response programs and recoverable costs associated with customer direct load control and energy efficiency and conservation programs that are being recovered from customers.






PECO - 2021
BGE - 20232024
Pepco, DPL - 20332034
BGE, Pepco, DPL ACE - Yes
PECO - Yes on capital investment recovered through this mechanism



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

Note 3 — Regulatory Matters

Line ItemDescriptionEnd Date of Remaining Recovery/Refund PeriodReturn
Merger Integration CostsIntegration costs to achieve distribution synergies related to the Constellation merger and PHI acquisition. Costs for Pepco (Maryland) and Pepco (District of Columbia) were $9 million each as of December 31, 2018 and $11$6 million and $9 million, respectively as of December 31, 2017.2019 and $9 million each as of December 31, 2018.
BGE - 2021
Pepco - 2021
DPL- 2023
ACE - Not currently being recovered.2022
BGE, Pepco (Maryland), DPL - Yes
Pepco (District of Columbia), ACE - No
Under (Over)-Recovered Revenue Decoupling


Electric and / or gas distribution costs recoverable from or (refundable) to customers under decoupling mechanisms.BGE, Pepco and DPL - 20192020BGE, Pepco, DPL- No
Securitized Stranded Costs


Represents certain stranded costs associated with ACE's former electricity generation business.


2022


Yes
Removal Costs


For BGE, PHI, Pepco, DPL and ACE, the regulatory asset represents costs incurred to remove property, plant and equipment in excess of amounts received from customers through depreciation rates. For ComEd, BGE, PHI, Pepco and DPL, the regulatory liability represents amounts received from customers through depreciation rates to cover the future non–legally required cost to remove property, plant and equipment, which reduces rate base for ratemaking purposes.
BGE, PHI, Pepco, DPL and ACE - Asset is generally recovered over the life of the underlining assets.


ComEd, BGE, PHI, Pepco and DPL - The liability is reduced as costs are incurred.


Yes
DC PLUG Charge


Costs associated with the DC Plug Initiative. See District of Columbia Regulatory Matters discussion above.Power Line Undergrounding (DC PLUG), which is a projected six year, $500 million project to place underground some of the District of Columbia’s most outage-prone power lines with $250 million of the project costs funded by Pepco and $250 million funded by the District of Columbia. Rates for the DC PLUG initiative went into effect on February 7, 2018.
20192020 - $30M
$12767 million to be determined based on future biennial plans filed with the DCPSC.
Portion of asset funded by Pepco-Yes


Deferred Storm CostsFor Pepco, DPL and ACE amounts represent total incremental storm restoration costs incurred due to major storm events recoverable from customers in the Maryland and New Jersey jurisdictions.
Pepco - 20222024


DPL - 2023


ACE - 20202022
Pepco, DPL - Yes


ACE - No
Nuclear Decommissioning


Estimated future decommissioning costs for the Regulatory Agreement Units that are less than the associated NDT fund assets. See Note 159 - Asset Retirement Obligations for additional informationinformation.
Not currently being refunded.


No


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Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 3 — Regulatory Matters

Capitalized Ratemaking Amounts Not Recognized
The following table presents authorized amounts capitalized for ratemaking purposes related to earnings on shareholders’ investment that are not recognized for financial reporting purposes in Exelon's and the Utility Registrant's Consolidated Balance Sheets. These amounts will be recognized as revenues in the related Consolidated Statements of Operations and Comprehensive Income in the periods they are billable to our customers.
Exelon 
ComEd(a)
 PECO 
BGE(b)
 PHI 
Pepco(c)
 
DPL(c)
 ACEExelon 
ComEd(a)
 PECO 
BGE(b)
 PHI 
Pepco(c)
 
DPL(c)
 ACE
December 31, 2019$63
 $3
 $
 $53
 $7
 $4
 $3
 $
               
December 31, 2018$65
 $8
 $
 $49
 $8
 $5
 $3
 $
$65
 $8
 $
 $49
 $8
 $5
 $3
 $
               
December 31, 2017$69
 $6
 $
 $53
 $10
 $6
 $4
 $
__________
(a)Reflects ComEd's unrecognized equity returns earned for ratemaking purposes on its electric distribution formula rate regulatory assets.
(b)BGE's authorized amounts capitalized for ratemaking purposes primarily relate to earnings on shareholders' investment on its AMI programs.
(c)
Pepco's and DPL's authorized amounts capitalized for ratemaking purposes relate to earnings on shareholders' investment on their respective AMI Programs and Energy Efficiency and Demand Response Programs. The earnings on energy efficiency are on Pepco DC and DPL DE programs only.
Generation Regulatory Matters (Exelon and Generation)
Illinois Regulatory Matters
Zero Emission Standard.Pursuant to FEJA, on January 25, 2018, the ICC announced that Generation’s Clinton Unit 1, Quad Cities Unit 1 and Quad Cities Unit 2 nuclear plants were selected as the winning bidders through the IPA's ZEC procurement event.
Generation executed the required ZEC procurement contracts with Illinois utilities, including ComEd, effective January 26, 2018 and began recognizing revenue with compensation for the sale of ZECs retroactive to the June 1, 2017 effective date of FEJA. The ZEC price was initially established at $16.50 per MWh of production, subject to annual future adjustments determined by the IPA for specified escalation and pricing adjustment mechanisms designed to lower the ZEC price based on increases in underlying energy and capacity prices. Illinois utilities are required to purchase all ZECs delivered by the zero-emissions nuclear-powered generating facilities, subject to annual cost caps. For the initial delivery year, June 1, 2017 to May 31, 2018, and subsequent delivery year, June 1, 2018 to May 31, 2019, the ZEC annual cost cap was set at $235 million (ComEd’s share is approximately $170 million). For subsequent delivery years, the IPA-approved targeted ZEC procurement amounts will change based on forward energy and capacity prices. ZECs delivered to Illinois utilities in excess of the annual cost cap may be paid in subsequent years if the payments do not exceed the prescribed annual cost cap for that year. ForDuring the year ended December 31,first quarter of 2018, Generation recognized revenue of $373$150 million of which $150 millionrevenue related to ZECs generated from June 1, 2017 through December 31, 2017.
On February 14, 2017, two lawsuits were filed in the Northern District of Illinois against the IPA alleging that the state’s ZEC program violates certain provisions of the U.S. Constitution. Both lawsuits argued that the Illinois ZEC program would distort PJM's FERC-approved energy and capacity market auction system of setting wholesale prices and sought a permanent injunction preventing the implementation of the program. Exelon intervened and filed motions to dismiss in bothThe lawsuits which were granteddismissed by the district court.court on July 14, 2017. On September 13, 2018, the U.S. Circuit Court of Appeals for the Seventh Circuit affirmed the lower court's dismissal of both lawsuits. The U.S. Circuit Court of Appeals for the Seventh Circuit panel denied the plaintiffs’ request for rehearing on October 9, 2018. On January 7, 2019, plaintiffs filed a petition seeking U.S. Supreme Court review of the case.case, which was denied on April 15, 2019.
New Jersey Regulatory Matters
New Jersey Clean Energy Legislation.On May 23, 2018, the Governor of New Jersey signed newenacted legislation effective immediately, that will establishestablished a ZEC program providingthat will provide compensation for nuclear plants that demonstrate to the NJBPU that they meet certain requirements, including that they make a significant contribution to air quality in the state and that their revenues are insufficient to cover their costs and risks. Under the legislation, the NJBPU will issue ZECs to qualifying nuclear power plants and the electric distribution utilities in New Jersey, including ACE,

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

will be required to purchase those ZECs. Selected nuclear plants will receive annual ZEC payments for each energy year (12-month period from June 1 through May 31) within 90 days after the completion of such energy year. The quantity of ZECs issued will be

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

Note 3 — Regulatory Matters

determined based on the greater of 40% of the total number of MWh of electricity distributed by the public electric distribution utilities in New Jersey in the prior year, or the total number of MWh of electricity generated in the prior year by the selected nuclear power plants. The ZEC price is approximately $10 per MWh during the first 3-year eligibility period. For eligibility periods following the first 3-year eligibility period, the NJBPU has discretion to reduce the ZEC price.
On November 19, 2018, the NJBPU issued an order providing for the method and application process for determining the eligibility of nuclear power plants, a draft method and process for ranking and selecting eligible nuclear power plants, and the establishment of a mechanism for each regulated utility to purchase ZECs from selected nuclear power plants. On December 19, 2018, PSEG filed complete applications seeking NJBPU approval for Salem 1 and Salem 2, of which Generation owns a 42.59% ownership interest, to participate in the ZEC program. On the same day, Generation filed certain Supplemental Information withApril 18, 2019, the NJBPU providing proprietary information that was requestedapproved the award of ZECs to Salem 1 and Salem 2. Upon approval, Generation began recognizing revenue for the sale of New Jersey ZECs in the application but which couldmonth they are generated and has recognized $53 million for the year ended December 31, 2019. On May 15, 2019, New Jersey Rate Counsel appealed the NJBPU’s decision to the New Jersey Superior Court. The appeal does not be shared with PSEG. The NJBPU must complete its processes for determining eligibility for, and participation in,prevent implementation of the ZEC program by April 18, 2019.program. Exelon and Generation cannot predict the outcome of the appeal. See Note 86 - Early Plant Retirements for additional information on New Jersey’s ZEC program potential impactsrelated to PSEG’s Salem nuclear plant.Salem.
New York Regulatory Matters
New York Clean Energy Standard.On August 1, 2016, the NYPSC issued an order establishing the New York CES, a component of which includedis a Tier 3 ZEC program targeted at preserving the environmental attributes of zero-emissions nuclear-powered generating facilities that met specificmeet the criteria demonstrating public necessity as determined by the NYPSC to be Generation's FitzPatrick, Ginna and Nine Mile Point nuclear facilities. The New York State Energy Research and Development Authority (NYSERDA) centrally procures the ZECs through a 12-year contract extending from April 1, 2017 through March 31, 2029, administered in six two-year tranches. ZEC payments are made based upon the number of MWh produced by each facility, subject to specified caps and minimum performance requirements. The ZEC price for the first tranche was set at $17.48 per MWh of production and is administratively determined using a formula based on the social cost of carbon as determined in 2016 by the federal government, subject to pricing adjustments designed to lower the ZEC price based on increases in underlying energy and capacity prices.  Following the first tranche, the price will be updated bi-annually.  Each Load Serving Entity (LSE) is required to purchase an amount of ZECs from NYSERDA equivalent to its load ratio share of the total electric energy in the New York Control Area.  Cost recovery from ratepayers is incorporated into the commodity charges on customer bills.
Generation is currently recognizing revenue for the sale of New York ZECs in the month they are generated and for the years ended December 31, 2018 and 2017, Generation has recognized revenue of $438 million and $311 million, respectively.
On October 19, 2016, a coalition of fossil-generation companies filed a complaint in federal district court against the NYPSC alleging that the ZEC program violates certain provisions of the U.S. Constitution; specifically, that the ZEC program interferes with FERC’s jurisdiction over wholesale rates and that it discriminates against out of state competitors. On December 9, 2016, several parties filed motions to intervene incompetitors, which was dismissed by the case and to dismiss the lawsuit. Ondistrict court on July 25, 2017, the court granted the motions to dismiss.2017. On September 27, 2018, the U.S. Court of Appeals for the Second Circuit affirmed the lower court's dismissal of the complaint against the ZEC program. On January 7, 2019, the fossil-generation companies filed a petition seeking U.S. Supreme Court review of the case.case which was denied on April 15, 2019.
In addition, on November 30, 2016 (as amended on January 13, 2017), a group of parties filed a Petition in New York State court seeking to invalidate the ZEC program, which argued that the NYPSC did not have authority to establish the program, that it violated state environmental law and that it violated certain technical provisions of the State Administrative Procedures Act when adopting the ZEC program. Subsequently, Generation, CENG and the NYPSC filed motions to dismiss the state court action, which were later opposed by the plaintiffs. On January 22, 2018, the court dismissed the environmental claims and the majority of the plaintiffs from the case but denied the motions to dismiss with respect to the remaining five plaintiffs and claims, without commenting on the merits of the case. Generation, CENG andOn October 8, 2019, the state's answers and briefs were filed on March 30, 2018. On December 17, 2018, plaintiffscourt dismissed all remaining claims. The petitioners filed a reply brief introducing new arguments and new evidence. The Statenotice of New York filed a motion to strikeappeal on December 28, 2018. On JanuaryNovember 4, 2019 Generation and CENG filed a motionhave until May 4, 2020 to strike the new arguments and new evidence. After briefing is completed, the court will decide whether or not to set the case for hearing.file their brief.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Other legal challenges remain possible, the outcomes of which remain uncertain. See Note 8 -6 — Early Plant Retirements for additional information related to Ginna and Nine Mile Point, and Note 5 -2 — Mergers, Acquisitions and Dispositions for additional information on Generation's acquisition of FitzPatrick.
Ginna Nuclear Power Plant Reliability Support Services Agreement. In November 2014, in response to a petition filed by Ginna Nuclear Power Plant (Ginna) regarding the possible retirement of Ginna, the NYPSC directed Ginna and Rochester Gas

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& Electric Company (RG&E) to negotiate a RSSA to support the continued operation of Ginna to maintain the reliability of the RG&E transmission grid for a specified period of time.
On April 8, 2016, FERC accepted Ginna’s compliance filing and on April 20, 2016, the NYPSC accepted the revised RSSA with a term expiring on March 31, 2017. In April 2016, Generation began recognizing revenue based on the final approved pricing contained in the RSSA and also recognized a one-time revenue adjustment of $101 million representing the net cumulative previously unrecognized amount of revenue retroactive from the April 1, 2015 effective date through March 31, 2016. A 49.99% portion of the one-time adjustment was removed from Generation’s results of operations as a result of the noncontrolling interests in CENG.
The RSSA required Ginna to continue operating through the RSSA term. On September 30, 2016, Ginna filed the required notice with the NYPSC of its intent to continue operating beyond the March 31, 2017 expiry of the RSSA, conditioned upon successful execution of an agreement between Ginna and NYSERDA for the sale of ZECs under the New York CES. Subject to prevailing over any administrative or legal challenges, it is expected the New York CES will allow Ginna to continue to operate through the end of its current operating license in 2029. See Note 8 -6 — Early Plant Retirements for additional information regarding the impacts of a decision to early retire a nuclear plant.
Federal Regulatory Matters
PJM and NYISO MOPR Proceedings. PJM and NYISO capacity markets include a Minimum Offer Price Rule (MOPR). If a resource is subjected to a MOPR, its offer is adjusted to effectively remove the revenues it receives through a government-provided financial support program - resulting in a higher offer that may not clear the capacity market. Prior to December 19, 2019, the MOPR in PJM applied only to certain new gas-fired resources. Currently, the MOPR in NYISO continues to apply to certain new gas-fired resources.
In January 2017 and May 2018, EPSA filed pleadings at FERC that generally allege that the NYISO and PJM MOPRs should be expanded to apply to existing resources including those receiving ZEC compensation under the New Jersey ZEC (Salem), New York CES (FitzPatrick, Ginna and Nine Mile Point) and Illinois ZES (Quad Cities) programs. For Generation’s facilities in PJM and NYISO that are currently receiving ZEC compensation, an expanded MOPR would require exclusion of ZEC compensation when bidding into future capacity auctions, resulting in an increased risk of these facilities not receiving capacity revenues in future auctions. Exelon filed protests at FERC in response to each filing, arguing generally that ZEC payments provide compensation for an environmental attribute and are no different than other renewable support programs that have generally not been subject to a MOPR.
On December 19, 2019, FERC issued an order in the PJM MOPR proceeding that broadly applies the MOPR to all new and existing resources including nuclear, renewables, demand response, energy efficiency, storage and all resources owned by vertically-integrated utilities, greatly expanding the breadth and scope of PJM’s MOPR, effective as of PJM’s next capacity auction, the timing of which cannot be predicted at this time. FERC directed PJM to make a compliance filing within 90 days. FERC has no deadline for acting on PJM’s compliance filing. While FERC included some limited exemptions (generally available to existing renewable, energy efficiency, demand response, storage and existing vertically-integrated utility resources) in its order, no exemptions were available to state-supported nuclear resources. In addition, FERC provided no new mechanism for accommodating state-supported resources other than the existing FRR mechanism under which an entire utility zone would be removed from PJM’s capacity auction along with sufficient resources to support the load in such zone. Unless Illinois and New Jersey can implement an FRR program in their PJM zones, the MOPR will apply to Generation's owned or jointly owned nuclear plants in those states receiving a benefit under the Illinois ZES or the New Jersey ZEC program, as applicable, resulting in higher offers for those units that may not clear the capacity market.
On January 21, 2020, Exelon, PJM and a number of other entities submitted individual requests for rehearing of FERC’s December 19, 2019 order on the PJM MOPR. FERC routinely extends the deadline by which it must address requests for rehearing. FERC has not yet acted, and has no deadline by which it must act, in the NYISO proceeding.
Exelon is currently working with PJM and other stakeholders to pursue the FRR option prior to the next capacity auction in PJM. If Illinois implements the FRR option, Generation’s Illinois nuclear plants could be removed from PJM’s capacity auction and instead supply capacity and be compensated under the FRR program, which has the potential to mitigate the current economic distress being experienced by Generation's nuclear plants in Illinois, as discussed in Note 6 — Early Plant Retirements. Implementing the FRR program in Illinois will require both legislative

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and regulatory changes. Legislation may be introduced in New Jersey as well. Exelon cannot predict whether such legislative and regulatory changes can be implemented prior to the next capacity auction in PJM.
If Generation’s state-supported nuclear plants in PJM or NYISO are subjected to the MOPR without compensation under an FRR or similar program, it could have a material adverse impact on Exelon's and Generation's financial statements.
Operating License Renewals
Conowingo Hydroelectric Project. On August 29, 2012, Generation submitted a hydroelectric license application to FERC for a 46-yearnew license for the Conowingo Hydroelectric Project (Conowingo). In connection with Generation’s efforts to obtain a water quality certification pursuant to Section 401 of the Clean Water Act (401 Certification) with Maryland Department of the Environment (MDE)from MDE for Conowingo, Generation continues to workhas been working with MDE and other stakeholders to resolve water quality licensing issues, including: (1) water quality, (2) fish habitat, and (3) sediment.
On April 21, 2016, Generation and the U.S. Fish and Wildlife Service of the U.S. Department of the Interior executed a Settlement Agreementsettlement agreement (DOI Settlement) resolving all fish passage issues between the parties. The financial impact of the Settlement Agreement is estimated to be $3 million to $7 million per year, on average, over the life of the new license, including both capital and operating costs. The actual timing and amount of these costs are not currently fixed and may vary significantly from year to year throughout the life of the new license.
On April 27, 2018, the MDE issued its 401 Certification for Conowingo. As issued, the 401 Certification contains numerous conditions, including those relating to reduction of nutrients from upstream sources, removal of all visible trash and debris from upstream sources, and implementation of measures relating to fish passage, which could have a material, unfavorable impact on Exelon’s and Generation’s financial statements through an increase in capital expenditures and operating costs if implemented. On May 25, 2018, Generation filed complaints in federal and state court, along with a petition for reconsideration with MDE, alleging that the conditions are unfair and onerous violatingand in violation of MDE regulations and state, federal, and constitutional law. Generation also requested that FERC defer action onthe issuance of the federal license while these significant state and federal law issues are pending. On July 9, 2018,February 28, 2019, Generation filed a Petition for Declaratory Order with FERC requesting that FERC issue an order declaring that MDE waived its right to issue a 401 Certification for Conowingo because it failed to timely act on Conowingo’s 401 Certification application and requesting that FERC decline to include the conditions required by MDE in April 2018.
On October 29, 2019, Generation and MDE filed with FERC a motionJoint Offer of Settlement (Offer of Settlement) that would resolve all outstanding issues relating to dismiss Generation's complaintthe 401 Certification. Pursuant to the Offer of Settlement, the parties submitted Proposed License Articles to FERC to be incorporated by FERC into the new license in state court, which was grantedaccordance with FERC’s discretionary authority under the Federal Power Act. Among the Proposed License Articles are modifications to river flows to improve aquatic habitat, eel passage improvements and initiatives to support rare, threatened and endangered wildlife. If FERC approves the Offer of Settlement and incorporates the Proposed License Articles into the new license without prejudice on October 9, 2018. The court found MDE'smodification, then MDE would waive its rights to issue a 401 Certification was notand Generation would agree, pursuant to a "final decision" of Exelon's rightsseparate agreement with MDE (MDE Settlement), to implement additional environmental protection, mitigation and because Exelon's motion for reconsideration remains pending, as does its administrative appealenhancement measures over the anticipated 50-year term of the 401 Certification, there was no final administrative decision fornew license. These measures address mussel restoration and other ecological and water quality matters, among other commitments. Exelon’s commitments under the courtvarious provisions of the Offer of Settlement and MDE Settlement are not effective unless and until FERC approves the Offer of Settlement and issues the new license with the Proposed License Articles.
The financial impact of the DOI and MDE Settlements and other anticipated license commitments are estimated to review at this time. On November 5, 2018, Exelon appealedbe $11 million to $14 million per year, on average, recognized over the Maryland Circuit Court's dismissalnew license term, including capital and operating costs. The actual timing and amount of Exelon's state complaint. Exelon continuesthe majority of these costs are not currently fixed and will vary from year to challengeyear throughout the 401 Certification throughlife of the administrative process and in federal court. Exelon andnew license. Generation cannot currently predict when FERC will issue the final outcome or its financial impact, if any, on Exelon or Generation.
new license. As of December 31, 2018, $372019, $42 million of direct costs associated with Conowingo licensing efforts have been capitalized. Generation's current depreciation provision for Conowingo assumes renewal of the FERC license.
Peach Bottom Units 2 and 3. On July 10, 2018, Generation submitted a second 20-year license renewal application with the NRC for Peach Bottom Units 2 and 3. Generation anticipates the second license renewal process to take

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

approximately 2 years from the application submission until completionfirst half of the NRC’s review process.2020. Peach Bottom Units 2 and 3 are currently licensed to operate through 2033 and 2034, respectively. See Note 7 – Property, Plant and Equipment for additional information regarding the estimated useful life and depreciation provisions for Peach Bottom.
PJM Transmission Rate Design. Refer to Other Federal Regulatory Matters above for additional information.

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5. Mergers, Acquisitions and Dispositions (Exelon, Generation and PHI)
AcquisitionTable of FirstEnergy Solutions Load Business (Exelon and Generation)
On July 9, 2018, Generation entered into an Asset Purchase Agreement (the Purchase Agreement) with FirstEnergy Solutions Corporation (FirstEnergy). Pursuant to the Purchase Agreement, FirstEnergy agreed to assign all of its retail electricity and wholesale load serving contracts and certain other related commodity contracts to Generation for an all cash purchase price of $140 million. The closing of the transaction was subject to certain conditions including the approval of the Purchase Agreement by the United States Bankruptcy Court for the Northern District of Ohio (Bankruptcy Court). At FirstEnergy's request, Bankruptcy Court's review of the transaction was delayed on six occasions, and Generation disputed these delays with the Bankruptcy Court. On January 23, 2019 the Bankruptcy Court approved an order that stipulated FirstEnergy's termination of the Purchase Agreement, effective January 22, 2019. The termination order provided for Generation to receive a refund of its escrow deposit, payment of a termination fee and reimbursement of transaction expenses, all of which were immaterial.
Acquisition of James A. FitzPatrick Nuclear Generating Station (Exelon and Generation)
On March 31, 2017, Generation acquired the 842 MW single-unit James A. FitzPatrick (FitzPatrick) nuclear generating station located in Scriba, New York from Entergy Nuclear FitzPatrick LLC (Entergy) for a total purchase price of $289 million, which consisted of a cash purchase price of $110 million and a net cost reimbursement to and on behalf of Entergy of $179 million. As part of the acquisition agreements, Generation provided nuclear fuel and reimbursed Entergy for incremental costs to prepare for and conduct a plant refueling outage; and Generation reimbursed Entergy for incremental costs to operate and maintain the plant for the period after the refueling outage through the acquisition closing date. These reimbursements covered costs that Entergy otherwise would have avoided had it shutdown the plant as originally intended in January 2017. The amounts reimbursed by Generation were offset by FitzPatrick's electricity and capacity sales revenues for this same post-outage period. As part of the transaction, Generation received the FitzPatrick NDT fund assets and assumed the obligation to decommission FitzPatrick. The NRC license for FitzPatrick expires in 2034.
The fair values of FitzPatrick’s assets and liabilities were determined based on significant estimates and assumptions that are judgmental in nature, including projected future cash flows (including timing), discount rates reflecting risk inherent in the future cash flows and future power and fuel market prices.
An after-tax bargain purchase gain of $233 million was included within Exelon's and Generation's Consolidated Statements of Operations and Comprehensive Income which primarily reflects differences in strategies between Generation and Entergy for the intended use and ultimate decommissioning of the plant. See Note 15 — Asset Retirement Obligations and Note 16 — Retirement Benefits for additional information regarding the FitzPatrick decommissioning ARO and pension and OPEB updates.

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


Note 4 — Revenue from Contracts with Customers

4. Revenue from Contracts with Customers (All Registrants)
The followingRegistrants recognize revenue from contracts with customers to depict the transfer of goods or services to customers at an amount that the entities expect to be entitled to in exchange for those goods or services. Generation’s primary sources of revenue include competitive sales of power, natural gas, and other energy-related products and services. The Utility Registrants’ primary sources of revenue include regulated electric and gas tariff sales, distribution and transmission services. The performance obligations, revenue recognition and payment terms associated with these sources of revenue are further discussed in the table summarizes the final acquisition-date fair valuebelow. There are no significant financing components for these sources of revenue and no variable consideration for regulated electric and gas tariff sales and regulated transmission services unless noted below.
Unless otherwise noted, for each of the significant revenue categories and related performance obligations described below, the Registrants have the right to consideration from the customer in an amount that corresponds directly with the value transferred andto the assets and liabilities assumedcustomer for the FitzPatrick acquisition by Generation:performance completed to date. Therefore, the Registrant's generally recognize revenue in the amount for which they have the right to invoice the customer. As a result, there are generally no significant judgments used in determining or allocating the transaction price.

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Cash paid for purchase price $110
Cash paid for net cost reimbursement 125
Nuclear fuel transfer 54
Total consideration transferred $289
   
Identifiable assets acquired and liabilities assumed  
Current assets $60
Property, plant and equipment 298
Nuclear decommissioning trust funds 807
Other assets(a)
 114
Total assets $1,279
   
Current liabilities $6
Nuclear decommissioning ARO 444
Pension and OPEB obligations 33
Deferred income taxes 149
Spent nuclear fuel obligation 110
Other liabilities 15
Total liabilities $757
Total net identifiable assets, at fair value $522
   
Bargain purchase gain (after-tax) $233
_________
(a)Includes a $110 million asset associated with a contractual right to reimbursement from the New York Power Authority (NYPA), a prior owner of FitzPatrick, associated with the DOE one-time fee obligation. See Note 22-Commitments and Contingencies for additional information regarding SNF obligations to the DOE.
Exelon and Generation incurred $57 millionTable of merger and integration related costs to FitzPatrick for the year ended December 31, 2017 which are included within Operating and maintenance expense in Exelon's and Generation's Consolidated Statements of Operations and Comprehensive Income. Exelon and Generation did not incur any merger and integration costs related to FitzPatrick for the year ended December 31, 2018.
Acquisition of ConEdison Solutions (Exelon and Generation)
On September 1, 2016, Generation acquired the competitive retail electricity and natural gas business of Consolidated Edison Solutions, Inc. (ConEdison Solutions), a subsidiary of Consolidated Edison, Inc. for a purchase price of $257 million including net working capital of $204 million. The renewable energy, sustainable services and energy efficiency businesses of ConEdison Solutions are excluded from the transaction.
The purchase price of $257 million equaled the estimated fair value of the net assets acquired and the liabilities assumed and, therefore, no goodwill or bargain purchase was recorded as of the acquisition date.

Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 4 — Revenue from Contracts with Customers
Merger with Pepco Holdings, Inc. (Exelon)
Description of Transaction
On March 23, 2016, Exelon completed the merger contemplated by the Merger Agreement among Exelon, Purple Acquisition Corp., a wholly owned subsidiary of Exelon (Merger Sub) and Pepco Holdings, Inc. (PHI), for a total purchase price consideration of approximately $7.1 billion. As a result of the merger, Merger Sub was merged into PHI (the PHI Merger) with PHI surviving as a wholly owned subsidiary of Exelon and Exelon Energy Delivery Company, LLC (EEDC), a wholly owned subsidiary of Exelon which also owns Exelon's interests in ComEd, PECO and BGE (through a special purpose subsidiary in the case of BGE). Following the completion of the PHI Merger, Exelon and PHI completed a series of internal corporate organization restructuring transactions resulting in the transfer of PHI’s unregulated business interests to Exelon and Generation and the transfer of PHI, Pepco, DPL and ACE to a special purpose subsidiary of EEDC.
Regulatory Matters
Approval of the merger in Delaware, New Jersey, Maryland and the District of Columbia was conditioned upon Exelon and PHI agreeing to certain commitments including where applicable: customer rate credits, funding for energy efficiency and delivery system modernization programs, a green sustainability fund, workforce development initiatives, charitable contributions, renewable generation and other required commitments. In addition, the orders approving the merger in Delaware, New Jersey and Maryland include a “most favored nation” provision which, generally, requires allocation of merger benefits proportionally across all the jurisdictions.
Total nominal cost of commitments was $513 million excluding renewable generation commitments (approximately $444 million on a net present value basis amount, excluding renewable generation commitments and charitable contributions).
During the fourth quarter of 2018, Exelon finalized the application of $5 million funding for residential and non-residential customers in the DPL Maryland service territory. This resulted in an adjustment to merger commitment costs recorded at Exelon Corporate and DPL. Exelon Corporate recorded a decrease of $5 million and DPL recorded an increase of $5 million in Operating and maintenance expense.
The following amounts represent total commitment costs for Exelon, PHI, Pepco, DPL and ACE that have been recorded since the merger date:
 Expected Payment Period   Successor      
Description Exelon PHI Pepco DPL ACE
Rate credits2016 - 2021 $259
 $264
 $91
 $72
 $101
Energy efficiency2016 - 2021 117
 
 
 
 
Charitable contributions2016 - 2026 50
 50
 28
 12
 10
Delivery system modernizationQ2 2017 22
 
 
 
 
Green sustainability fundQ2 2017 14
 
 
 
 
Workforce development2016 - 2020 17
 
 
 
 
Other  29
 6
 1
 5
 
Total commitments  $508
 $320
 $120
 $89
 $111
Remaining commitments as of December 31, 2018  $128
 $92
 $73
 $12
 $7
Revenue SourceDescriptionPerformance ObligationTiming of Revenue RecognitionPayment Terms
Competitive Power Sales (Exelon and Generation)Sales of power and other energy-related commodities to wholesale and retail customers across multiple geographic regions through its customer-facing business, Constellation.Various including the delivery of power (generally delivered over time) and other energy-related commodities such as capacity (generally delivered over time), ZECs, RECs or other ancillary services (generally delivered at a point in time).
Concurrently as power is generated for bundled power sale contracts. (a)
Within the month following delivery to the customer.
Competitive Natural Gas Sales (Exelon and Generation)Sales of natural gas on a full requirement basis or for an agreed upon volume to commercial and residential customers.Delivery of natural gas to the customer.Over time as the natural gas is delivered and consumed by the customer.Within the month following delivery to the customer.
Other Competitive Products and Services (Exelon and Generation)Sales of other energy-related products and services such as long-term construction and installation of energy efficiency assets and new power generating facilities, primarily to commercial and industrial customers.Construction and/or installation of the asset for the customer.
Revenues, and associated costs, are recognized throughout the contract term using an input method to measure progress towards completion.(b)
Within 30 or 45 days from the invoice date.
Regulated Electric and Gas Tariff Sales (Exelon and the Utility Registrants)Sales of electricity and electricity distribution services (the Utility Registrants) and natural gas and gas distribution services (PECO, BGE and DPL) to residential, commercial, industrial and governmental customers through regulated tariff rates approved by state regulatory commissions.Delivery of electricity and/or natural gas.
Over time (each day) as the electricity and/or natural gas is delivered to customers. Tariff sales are generally considered daily contracts as customers can discontinue service at any time. (c)
Within the month following delivery of the electricity or natural gas to the customer.
Regulated Transmission Services (Exelon and the Utility Registrants)The Utility Registrants provide open access to their transmission facilities to PJM, which directs and controls the operation of these transmission facilities and accordingly compensates the Utility Registrants pursuant to filed tariffs at cost-based rates approved by FERC.Various including (i) Network Integration Transmission Services (NITS), (ii) scheduling, system control and dispatch services, and (iii) access to the wholesale grid.
Over time utilizing output methods to measure progress towards completion. (d)
Paid weekly by PJM.
Pursuant to the orders approving the merger, Exelon made $73 million, $46 million and $49 million__________
(a)Certain contracts may contain limits on the total amount of revenue Exelon and Generation are able to collect over the entire term of the contract. In such cases, Exelon and Generation estimate the total consideration expected to be received over the term of the contract net of the constraint and allocate the expected consideration to the performance obligations in the contract such that revenue is recognized ratably over the term of the entire contract as the performance obligations are satisfied.
(b)The method recognizes revenue based on the various inputs used to satisfy the performance obligation, such as costs incurred and total labor hours expended. The total amount of revenue that will be recognized is based on the agreed upon contractually-stated amount. The average contract term for these projects is approximately 18 months.
(c)Electric and natural gas utility customers have the choice to purchase electricity or natural gas from competitive electric generation and natural gas suppliers. While the Utility Registrants are required under state legislation to bill their customers

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Table of equity contributions to Pepco, DPL and ACE, respectively, in the second quarter of 2016 to fund the after-tax amounts of the customer bill credit and the customer base rate credit commitments.
In addition, Exelon is committed to develop or to assist in the commercial development of approximately 37 MWs of new solar generation in Maryland, District of Columbia and Delaware, at an estimated cost of approximately $127 million, which will generate future earnings at Exelon and Generation. Investment costs, which are expected to be

Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 4 — Revenue from Contracts with Customers

for the supply and distribution of electricity and/or natural gas, they recognize revenue related only to the distribution services when customers purchase their electricity or natural gas from competitive suppliers.
(d)Passage of time is used for NITS and access to the wholesale grid and MWHs of energy transported over the wholesale grid is used for scheduling, system control and dispatch services.
Generation incurs incremental costs in order to execute certain retail power and gas sales contracts. These costs, which primarily capitalrelate to retail broker fees and sales commissions, are capitalized when incurred as contract acquisition costs and were immaterial as of December 31, 2019 and 2018. The Utility Registrants do not incur any material costs to obtain or fulfill contracts with customers.
Contract Balances (All Registrants)
Contract Assets and Liabilities
Generation records contract assets for the revenue recognized on the construction and installation of energy efficiency assets and new power generating facilities before Generation has an unconditional right to bill for and receive the consideration from the customer. These contract assets are subsequently reclassified to receivables when the right to payment becomes unconditional. Generation records contract assets and contract receivables within Other current assets and Accounts receivable, net - Customer, respectively, within Exelon’s and Generation’s Consolidated Balance Sheets.
Generation records contract liabilities when consideration is received or due prior to the satisfaction of the performance obligations. These contract liabilities primarily relate to upfront consideration received or due for equipment service plans, solar panel leases and the Illinois ZEC program that introduces a cap on the total consideration to be received by Generation. The Generation contract liability related to the Illinois ZEC program includes certain amounts with ComEd that are eliminated in nature, will be recognized as incurredconsolidation in Exelon’s Consolidated Statements of Operations and recorded onConsolidated Balance Sheets. Generation records contract liabilities within Other current liabilities and Other noncurrent liabilities within Exelon’s and Generation’s Consolidated Balance Sheets.
The following table provides a rollforward of the contract assets and liabilities reflected in Exelon's and Generation's financial statements.Consolidated Balance Sheets from January 1, 2018 to December 31, 2019:
  Contract Assets Contract Liabilities
  Exelon Generation Exelon Generation
Balance as of January 1, 2018 $283
 $283
 $35
 $35
Consideration received or due (146) (146) 179
 465
Revenues recognized 50
 50
 (187) (458)
Balance at December 31, 2018 187
 187
 27
 42
Consideration received or due (143) (143) 94
 287
Revenues recognized 130
 130
 (88) (258)
Balance at December 31, 2019 $174
 $174
 $33
 $71

The Utility Registrants do not have any contract assets. The Utility Registrants also record contract liabilities when consideration is received prior to the satisfaction of the performance obligations. As of December 31, 2018, 27 MWs were developed2019 and Exelon and Generation have incurred costs of $83 million. Exelon has also committed to purchase 100 MWs of wind energy in PJM. DPL has committed to conducting three RFPs to procure up to a total of 120 MWs of wind RECs for the purpose of meeting Delaware's renewable portfolio standards. DPL has conducted two of the three wind REC RFPs. The first 40 MW wind REC tranche was conducted in 2017 and did not result in a purchase agreement. The second 40 MW wind REC tranche was conducted in 2018 and resulted in a proposed REC purchase agreement that is pending review and approval with the DPSC. The third and final 40 MW wind REC tranche will be conducted in 2022.
Pursuant to the various jurisdictions' merger approval conditions, over specified periods Pepco, DPL and ACE are not permitted to reduce employment levels due to involuntary attrition associated with the merger integration process and have made other commitments regarding hiring and relocation of positions.
In July 2015, the OPC, Public Citizen, Inc., the Sierra Club and the Chesapeake Climate Action Network (CCAN) filed motions to stay the MDPSC order approving the merger. The Circuit Court judge issued an order denying the motions for stay on August 12, 2015. On January 8, 2016, the Circuit Court judge affirmed the MDPSC’s order approving the merger and denied the petitions for judicial review filed by the OPC, the Sierra Club, CCAN and Public Citizen, Inc.  On January 19, 2016, the OPC filed a notice of appeal to the Maryland Court of Special Appeals, and on January 21, the Sierra Club and CCAN filed notices of appeal. On January 27, 2017, the Maryland Court of Special Appeals affirmed the Circuit Court's judgment that the MDPSC did not err in approving the merger. The OPC and Sierra Club filed petitions seeking further review in the Maryland Court of Appeals, which is the highest court in Maryland. On August 29,December 31, 2018, the Maryland Court of Appeals affirmed the MDPSC's May 2015 Order approving the merger of Exelon and PHI.Utility Registrants' contract liabilities were immaterial.
Between March 25, 2016 and April 22, 2016, various parties filed motions with the DCPSCTransaction Price Allocated to reconsider its March 23, 2016 order approving the merger.  On June 17, 2016, the DCPSC denied all motions. In August 2016, the District Legal Entity of Columbia Office of People’s Counsel, the District of Columbia Government, and Public Citizen jointly with DC Sun each filed petitions for judicial review of the DCPSC’s March 23, 2016 order with the District of Columbia Court of Appeals. On July 20, 2017, the Court issued an opinion rejecting all of appellants’ arguments and affirming the Commission’s decision approving the merger.
Accounting for the Merger TransactionRemaining Performance Obligations (All Registrants)
The total purchase price consideration forfollowing table shows the PHI merger was approximately $7.1 billion. The excessamounts of the purchase price over the estimated fair value of the assets acquired and the liabilities assumed totaled $4 billion, which was recognized as goodwill by PHI and Exelon at the merger date, reflecting the value associated with enhancing Exelon's regulated utility portfolio of businesses, including the ability to leverage experience and best practices across the utilities and the opportunities for synergies. None of this goodwill isfuture revenues expected to be tax deductible. For purposesrecorded in each year for performance obligations that are unsatisfied or partially unsatisfied as of future required impairment assessments,December 31, 2019. This disclosure only includes contracts for which the goodwill has been assignedtotal consideration is fixed and determinable at contract inception. The average contract term varies by customer type and commodity but ranges from one month to PHI's reportable units Pepco, DPLseveral years.
This disclosure excludes Generation’s power and ACE. See Note 10 - Intangible Assets for additional information.
Immediately following closinggas sales contracts as they contain variable volumes and/or variable pricing. This disclosure also excludes the Utility Registrants’ gas and electric tariff sales contracts and transmission revenue contracts as they generally have an original expected duration of the merger, $235 million of net assets associated with PHI's unregulated business interests were distributed by PHI to Exelon. Exelon contributed $163 million of such net assets to Generation.
Rates charged to customers are established by a regulator to provide for recovery of costs and a fair return on invested capital,one year or rate base, generally measured at historical cost. Historical cost information therefore is the most relevant presentation for the financial statements of PHI’s rate regulated utility subsidiary registrants, Pepco, DPL and ACE. As such, Exelon and PHI did not push-down the application of acquisition accounting to PHI's utility registrants,less and, therefore, the financial statements of Pepco, DPL and ACE do not reflect the revaluationcontain any future, unsatisfied performance obligations to be included in this disclosure.

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Table of any assets and liabilities.

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Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 4 — Revenue from Contracts with Customers

 2020 2021 2022 2023 2024 and thereafter Total
Exelon$400
 $141
 $65
 $45
 $199
 $850
Generation501
 196
 80
 45
 199
 1,021

Revenue Disaggregation (All Registrants)
The current impactRegistrants disaggregate revenue recognized from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of PHI, including its unregulated businesses, in Exelon's Consolidated Statementsrevenue and cash flows are affected by economic factors. See Note Note 5 — Segment Information for the presentation of Operations and Comprehensive Income includes the Registrant's revenue disaggregation.
5. Segment Information (All Registrants)
Operating revenues and Net Income (Loss) as follows:
 For the Years Ended December 31,
 2018 2017 2016
Operating Revenues4,670
 4,829
 3,785
Net Income (Loss)453
 364
 (66)

For the periods ended December 31, 2018, 2017 and 2016,segments for each of the Registrants have recognized costsare determined based on information used by the CODM in deciding how to achieveevaluate performance and allocate resources at each of the PHI mergerRegistrants.
Exelon has 11 reportable segments, which include Generation's 5 reportable segments consisting of the Mid-Atlantic, Midwest, New York, ERCOT and all other power regions referred to collectively as follows:“Other Power Regions” and ComEd, PECO, BGE, and PHI's 3 reportable segments consisting of Pepco, DPL, and ACE. ComEd, PECO, BGE, Pepco, DPL and ACE each represent a single reportable segment, and as such, no separate segment information is provided for these Registrants. Exelon, ComEd, PECO, BGE, Pepco, DPL and ACE's CODMs evaluate the performance of and allocate resources to ComEd, PECO, BGE, Pepco, DPL and ACE based on net income.
 For the Year Ended December 31,
Acquisition, Integration and Financing Costs(a)
2018 2017 2016
Exelon$7
 $16
 $143
Generation5
 22
 37
ComEd(b)

 1
 (6)
PECO1
 4
 5
BGE(b)
1
 4
 (1)
Pepco(b)

 (6) 28
DPL(b)

 (7) 20
ACE(b)

 (6) 19

 Successor  Predecessor
 For the Year Ended December 31, March 24, 2016 to December 31, 2016  January 1, 2016 to
March 23, 2016
Acquisition, Integration and Financing Costs(a)
2018 2017   
PHI(b)
$
 $(18) $69
  $29
______________The basis for Generation's reportable segments is the integrated management of its electricity business that is located in different geographic regions, and largely representative of the footprints of ISO/RTO and/or NERC regions, which utilize multiple supply sources to provide electricity through various distribution channels (wholesale and retail). Generation's hedging strategies and risk metrics are also aligned to these same geographic regions. Descriptions of each of Generation’s 5 reportable segments are as follows:
(a)The costs incurred are classified primarily within Operating and maintenance expense
Mid-Atlantic represents operations in the Registrants’ respective Consolidated Statementseastern half of OperationsPJM, which includes New Jersey, Maryland, Virginia, West Virginia, Delaware, the District of Columbia and Comprehensive Income, with the exceptionparts of the financing costs, which are included within Interest expense. Costs do not include merger commitments discussed above.Pennsylvania and North Carolina.
(b)For
Midwest represents operations in the year ended December 31, 2017, includes deferralswestern half of previously incurred integration costs as regulatory assetsPJM and the United States footprint of $24 million, $8 million, $8 million, and $8 million at PHI, Pepco, DPL and ACE, respectively. For the year ended December 31, 2016, includes deferralsMISO, excluding MISO’s Southern Region.
New York represents operations within NYISO.
ERCOT represents operations within Electric Reliability Council of previously incurred integration costs as regulatory assets of $8 million, $6 million, $11 million and $4 million at ComEd, BGE, Pepco and DPL, respectively. For the Successor period March 24, 2016 to December 31, 2016, includes deferrals of previously incurred integration costs as regulatory assets of $16 million at PHI. See Note 4 - Regulatory Matters for additional information.Texas.

Other Power Regions:
New England represents operations within ISO-NE.
South represents operations in the FRCC, MISO’s Southern Region, the remaining portions of the SERC not included within MISO or PJM.
West represents operations in the WECC, including California ISO.
Canada represents operations across the entire country of Canada and includes AESO, OIESO and the Canadian portion of MISO.
The CODMs for Exelon and Generation evaluate the performance of Generation’s electric business activities and allocate resources based on RNF. Generation believes that RNF is a useful measurement of operational performance. RNF 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. Generation’s operating revenues include all sales to third parties and affiliated sales to the Utility Registrants. Purchased power costs include all costs associated with the procurement and supply of electricity including capacity, energy and ancillary services. Fuel expense includes the fuel costs for Generation’s owned generation and fuel costs associated with tolling agreements. The results of Generation's other business activities are not regularly reviewed by the CODM and are therefore not classified as operating segments or included in the regional reportable segment

255

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 5 — Segment Information
Pro-forma Impact
amounts. These activities include natural gas, as well as other miscellaneous business activities that are not significant to Generation's overall operating revenues or results of operations. Further, Generation’s unrealized mark-to-market gains and losses on economic hedging activities and its amortization of certain intangible assets and liabilities relating to commodity contracts recorded at fair value from mergers and acquisitions are also excluded from the regional reportable segment amounts. Exelon and Generation do not use a measure of total assets in making decisions regarding allocating resources to or assessing the performance of these reportable segments.
During the first quarter of 2019, due to a change in economics in our New England region, Generation changed the way that information is reviewed by the CODM. The New England region is no longer regularly reviewed as a separate region by the CODM nor is it presented separately in any external information presented to third parties. Information for the New England region is reviewed by the CODM as part of Other Power Regions. Exelon and Generation retrospectively applied this change.
An analysis and reconciliation of the Merger
The following unaudited pro-forma financialRegistrants’ reportable segment information reflectsto the respective information in the consolidated results of operations of Exelonfinancial statements for the years ended December 31, 2019, 2018, and 2017 is as if the PHI merger had taken place on January 1, 2015. The unaudited pro forma information was calculated after applying Exelon’s accounting policies and adjusting PHI’s results to reflect purchase accounting adjustments.
The unaudited pro-forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the merger events taken place on the dates indicated, or future consolidated results of operations of the combined company.follows:
 Year Ended December 31,
 
2016(a)
 
2015(b)
Total operating revenues$32,342
 $33,823
Net income attributable to common shareholders1,562
 2,618
    
Basic earnings per share$1.69
 $2.85
Diluted earnings per share1.69
 2.84
                

Generation (a)

ComEd
PECO
BGE
PHI 
Other (b)

Intersegment
Eliminations

Exelon
Operating revenues(c):
               
2019               
Competitive businesses electric revenues$16,285
 $
 $
 $
 $
 $
 $(1,165) $15,120
Competitive businesses natural gas revenues2,148
 
 
 
 
 
 (1) 2,147
Competitive businesses other revenues491
 
 
 
 
 
 (4) 487
Rate-regulated electric revenues
 5,747
 2,490
 2,379
 4,626
 
 (47) 15,195
Rate-regulated natural gas revenues
 
 610
 727
 167
 
 (15) 1,489
Shared service and other revenues
 
 
 
 13
 1,921
 (1,934) 
Total operating revenues$18,924
 $5,747
 $3,100
 $3,106
 $4,806
 $1,921
 $(3,166) $34,438
______________
(a)The amounts above exclude non-recurring costs directly related to the merger of $680 million and intercompany revenue of $171 million for the year ended December 31, 2016.
(b)The amounts above exclude non-recurring costs directly related to the merger of $92 million and intercompany revenue of $559 million for the year ended December 31, 2015.
Disposition
256

Table of Oyster Creek (Exelon and Generation)
On July 31, 2018, Generation entered into an agreement with Holtec International (Holtec) and its indirect wholly owned subsidiary, Oyster Creek Environmental Protection, LLC (OCEP), for the sale and decommissioning of the Oyster Creek Generating Station (Oyster Creek) located in Forked River, New Jersey. On September 17, 2018, Oyster Creek permanently ceased generation operations.
Under the terms of the transaction, Generation will transfer to OCEP substantially all the assets associated with Oyster Creek, including assets held in NDT funds, along with the assumption of liability for all responsibility for the site, including full decommissioning and ongoing management of spent fuel until the spent fuel is moved offsite. In addition to the assumption of liability for the full decommissioning and ongoing management of spent fuel, other consideration to be received in the transaction is contingent on several factors, including a requirement that Generation deliver a minimum NDT fund balance at closing, subject to adjustment for specific terms that include income taxes that would be imposed on any net unrealized built-in gains and certain decommissioning activities to be performed during the pre-close period after the unit shuts down in the fall of 2018 and prior to the anticipated close of the transaction. The terms of the transaction also include various forms of performance assurance for the obligations of OCEP to timely complete the required decommissioning, including a parental guaranty from Holtec for all performance and payment obligations of OCEP, and a requirement for Holtec to deliver a letter of credit to Generation upon the occurrence of specified events.
As a result of the transaction, in 2018, Exelon and Generation reclassified certain Oyster Creek assets and liabilities in Exelon’s and Generation’s Consolidated Balance Sheets as held for sale at their respective fair values. At December 31, 2018 Generation has $897 million and $777 million of Assets held for sale and Liabilities held for sale, respectively, for Oyster Creek. Upon remeasurement of the Oyster Creek ARO in 2018, Exelon and Generation recognized an $84 million pre-tax charge to Operating and maintenance expense. See Note 15 -Asset Retirement Obligations for additional information.
Completion of the transaction contemplated by the sale agreement is subject to the satisfaction of several closing conditions, including approval of the license transfer from the NRC and other regulatory approvals, and the receipt of a private letter ruling from the IRS. Generation currently anticipates satisfaction of the closing conditions to occur in the second half of 2019.

Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 5 — Segment Information
Disposition
                

Generation (a)

ComEd
PECO
BGE
PHI 
Other (b)

Intersegment
Eliminations

Exelon
2018               
Competitive businesses electric revenues$17,411
 $
 $
 $
 $
 $
 $(1,256) $16,155
Competitive businesses natural gas revenues2,718
 
 
 
 
 
 (8) 2,710
Competitive businesses other revenues308
 
 
 
 
 
 (5) 303
Rate-regulated electric revenues
 5,882
 2,470
 2,428
 4,602
 
 (45) 15,337
Rate-regulated natural gas revenues
 
 568
 741
 181
 
 (20) 1,470
Shared service and other revenues
 
 
 
 15
 1,948
 (1,960) 3
Total operating revenues$20,437
 $5,882
 $3,038
 $3,169
 $4,798
 $1,948
 $(3,294) $35,978
2017               
Competitive businesses electric revenues$15,332
 $
 $
 $
 $
 $
 $(1,105) $14,227
Competitive businesses natural gas revenues2,575
 
 
 
 
 
 
 2,575
Competitive businesses other revenues593
 
 
 
 
 
 (1) 592
Rate-regulated electric revenues
 5,536
 2,375
 2,489
 4,462
 
 (29) 14,833
Rate-regulated natural gas revenues
 
 495
 687
 161
 
 (10) 1,333
Shared service and other revenues
 
 
 
 49
 1,831
 (1,880) 
Total operating revenues$18,500
 $5,536
 $2,870
 $3,176
 $4,672
 $1,831
 $(3,025) $33,560
                
Intersegment revenues(d):
               
2019$1,172
 $30
 $6
 $26
 $14
 $1,913
 $(3,159) $2
20181,269
 27
 8
 29
 15
 1,942
 (3,289) 1
20171,110
 15
 7
 16
 50
 1,824
 (3,020) 2
Depreciation and amortization:               
2019$1,535
 $1,033
 $333
 $502
 $754
 $95
 $
 $4,252
20181,797
 940
 301
 483
 740
 92
 
 4,353
20171,457
 850
 286
 473
 675
 87
 
 3,828

257

Table of EGTP and Acquisition of Handley Generating Station (Exelon and Generation)
EGTP, a Delaware limited liability company, was formed in 2014 with the purpose of financing a portfolio of assets comprised of two combined-cycle gas turbines (CCGTs) and three peaking/simple cycle facilities consisting of approximately 3.4 GW of generation capacity in ERCOT North and Houston Zones. EGTP was an indirect wholly owned subsidiary of Exelon and Generation.
EGTP’s operating cash flows were negatively impacted by certain market conditions and the seasonality of its cash flows. On May 2, 2017, as a result of the negative impacts of certain market conditions and the seasonality of its cash flows, EGTP entered into a consent agreement with its lenders to permit EGTP to draw on its revolving credit facility and initiate an orderly sales process to sell the assets of its wholly owned subsidiaries. As a result, Exelon and Generation classified certain of EGTP assets and liabilities as held for sale at their respective fair values less costs to sell and recorded a $460 million pre-tax impairment loss. See Note 13 - Debt and Credit Agreements for details regarding the nonrecourse debt associated with EGTP and Note 7 - Impairment of Long-Lived Assets and Intangibles for additional information.
On November 7, 2017, EGTP and all of its wholly owned subsidiaries filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware, which resulted in Exelon and Generation deconsolidating EGTP's assets and liabilities from their consolidated financial statements in the fourth quarter of 2017 that resulted in a pre-tax gain upon deconsolidation of $213 million. Concurrently with the Chapter 11 filings, Generation entered into an asset purchase agreement to acquire one of EGTP's generating plants, the Handley Generating Station, subject to a potential adjustment for fuel oil and assumption of certain liabilities. In the Chapter 11 Filings, EGTP requested that the proposed acquisition of the Handley Generating Station be consummated through a court-approved and supervised sales process. The acquisition closed on April 4, 2018 for a purchase price of $62 million. The Chapter 11 bankruptcy proceedings were finalized on April 17, 2018, resulting in the ownership of EGTP assets (other than the Handley Generating Station) being transferred to EGTP's lenders.
Other Asset Dispositions (Exelon, Generation, DPL and Pepco)
In December 2017, Generation entered into an agreement to sell its interest in an electrical contracting business that primarily installs, maintains and repairs underground and high-voltage cable transmission and distribution systems. As a result, as of December 31, 2017, certain assets and liabilities were classified as held for sale and included in the Other current assets and Other current liabilities balances in Exelon's and Generation's Consolidated Balance Sheet. On February 28, 2018, Generation completed the sale of its interest for $87 million, resulting in a pre-tax gain which is included within Gain on sales of assets and businesses in Exelon's and Generation's Consolidated Statements of Operations and Comprehensive Income. In June 2018, additional proceeds were received, and a pre-tax gain was recorded within Gain on sales of assets and businesses in Exelon's and Generation's Consolidated Statements of Operations and Comprehensive Income.
During the fourth quarter of 2016, as part of its continual assessment of growth and development opportunities, Generation reevaluated and in certain instances terminated or renegotiated certain projects and contracts. As a result, a pre-tax loss of $69 million was recorded within Loss on sales of assets and businesses and pre-tax impairment charges of $23 million was recorded within Operating and maintenance expense in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income.
On June 16, 2016, Generation initiated the sales process of its Upstream business by executing a forbearance agreement with the lenders of the nonrecourse debt. See Note 13 - Debt and Credit Agreements for additional information. In December 2016, Generation sold substantially all of the Upstream assets for $37 million which resulted in a pre-tax loss on sale of $10 million which is included in Gain (loss) on sales of assets and businesses in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income.

Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 5 — Segment Information
6. Property, Plant and Equipment (All Registrants)
Exelon
The following table presents a summary of property, plant and equipment by asset category as of December 31, 2018 and 2017:
 
Average 
Service Life
(years)
 2018 2017
Asset Category     
Electric—transmission and distribution5-90 $53,090
 $49,506
Electric—generation1-56 29,170
 29,019
Gas—transportation and distribution5-90 5,530
 5,050
Common—electric and gas5-75 1,627
 1,447
Nuclear fuel (a)
1-8 5,957
 6,420
Construction work in progressN/A 3,377
 2,825
Other property, plant and equipment (b)
1-50 858
 999
Total property, plant and equipment  99,609
 95,266
Less: accumulated depreciation (c)
  22,902
 21,064
Property, plant and equipment, net  $76,707
 $74,202
                

Generation (a)

ComEd
PECO
BGE
PHI 
Other (b)

Intersegment
Eliminations

Exelon
Operating expenses (c):
               
2019$17,628
 $4,580
 $2,388
 $2,574
 $4,084
 $1,996
 $(3,154) $30,096
201819,510
 4,741
 2,452
 2,696
 4,156
 1,929
 (3,341) 32,143
201718,001
 4,214
 2,215
 2,562
 3,911
 1,742
 (3,026) 29,619
Interest expense, net:               
2019$429
 $359
 $136
 $121
 $263
 $308
 $
 $1,616
2018432
 347
 129
 106
 261
 279
 
 1,554
2017440
 361
 126
 105
 245
 283
 
 1,560
Income (loss) before income taxes:               
2019$1,917
 $851
 $593
 $439
 $514
 $(327) $(2) $3,985
2018365
 832
 466
 387
 425
 (249) (1) 2,225
20171,455
 984
 538
 525
 571
 (296) (2) 3,775
Income taxes:               
2019$516
 $163
 $65
 $79
 $38
 $(87) $
 $774
2018(108) 168
 6
 74
 33
 (55) 
 118
2017(1,376) 417
 104
 218
 217
 294
 
 (126)
Net income (loss):               
2019$1,217
 $688
 $528
 $360
 $477
 $(240) $(2) $3,028
2018443
 664
 460
 313
 393
 (193) (1) 2,079
20172,798
 567
 434
 307
 355
 (590) (2) 3,869
Capital expenditures:               
2019$1,845
 $1,915
 $939
 $1,145
 $1,355
 $49
 $
 $7,248
20182,242
 2,126
 849
 959
 1,375
 43
 
 7,594
20172,259
 2,250
 732
 882
 1,396
 65
 
 7,584
Total assets:               
2019$48,995
 $32,765
 $11,469
 $10,634
 $22,719
 $8,484
 $(10,089) $124,977
201847,556
 31,213
 10,642
 9,716
 21,952
 8,355
 (9,800) 119,634
__________
(a)Includes nuclear fuel that is in the fabrication and installation phase of $1,004 million and $1,196 million at December 31, 2018 and 2017, respectively.
See Note 24 Related Party Transactions for additional information on intersegment revenues.
(b)Includes Generation’s buildings under capital lease with a net carrying value of $5 millionOther primarily includes Exelon’s corporate operations, shared service entities and $7 million at December 31, 2018other financing and 2017, respectively. The original cost basis of the buildings was $47 million as of both December 31, 2018 and 2017, and total accumulated amortization was $42 million and $40 million, as of December 31, 2018 and 2017, respectively. Also includes ComEd’s buildings under capital lease with a net carrying value at both December 31, 2018 and 2017 of $7 million. The original cost basis of the buildings was $8 million and total accumulated amortization was $1 million as of both December 31, 2018 and 2017. Includes land held for future use and non-utility property at ComEd, PECO, BGE, Pepco, DPL and ACE of $39 million, $19 million, $25 million, $61 million, $17 million and $28 million, respectively, at December 31, 2018.investment activities.
(c)Includes accumulated amortizationgross utility tax receipts from customers. The offsetting remittance of nuclear fuelutility taxes to the governing bodies is recorded in expenses in the reactor core at GenerationRegistrants’ Consolidated Statements of $2,969 millionOperations and $3,159 million as of December 31, 2018 and 2017, respectively.Comprehensive Income. See Note 23 — Supplemental Financial Information for additional information on total utility taxes.
The following table presents the annual depreciation provisions as a percentage of average service life for each asset category.
Average Service Life Percentage by Asset Category2018 2017 2016
Electric—transmission and distribution2.73% 2.75% 2.73%
Electric—generation(a)
5.37% 4.36% 5.94%
Gas2.07% 2.10% 2.17%
Common—electric and gas6.98% 7.05% 7.41%
__________
(a)(d)See Note 8 — Early Plant Retirements for additional information onIntersegment revenues exclude sales to unconsolidated affiliates. The intersegment profit associated with Generation’s sale of certain products and services by and between Exelon’s segments is not eliminated in consolidation due to the accelerated net depreciationrecognition of intersegment profit in accordance with regulatory authoritative guidance. For Exelon, these amounts are included in Operating revenues in the Consolidated Statements of Operations and amortization of Clinton, Quad Cities, Oyster Creek and TMI.Comprehensive Income.


258

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 5 — Segment Information
Generation
The following table presents a summary of property, plant and equipment by asset category as of December 31, 2018 and 2017:PHI:
 
Average 
Service Life
(years)
 2018 2017
Asset Category     
Electric—generation1-56 $29,170
 $29,019
Nuclear fuel (a)
1-8 5,957
 6,420
Construction work in progressN/A 997
 838
Other property, plant and equipment (b)
1-8 63
 57
Total property, plant and equipment  36,187
 36,334
Less: accumulated depreciation (c)
  12,206
 11,428
Property, plant and equipment, net  $23,981
 $24,906
 Pepco DPL ACE 
Other(b)
 Intersegment
Eliminations
 PHI
Operating revenues(a):
           
2019           
Rate-regulated electric revenues$2,260
 $1,139
 $1,240
 $
 $(13) $4,626
Rate-regulated natural gas revenues
 167
 
 
 
 167
Shared service and other revenues
 
 
 396
 (383) 13
Total operating revenues$2,260
 $1,306
 $1,240
 $396
 $(396) $4,806
2018           
Rate-regulated electric revenues$2,232
 $1,151
 $1,236
 $
 $(17) $4,602
Rate-regulated natural gas revenues
 181
 
 
 
 181
Shared service and other revenues
 
 
 435
 (420) 15
Total operating revenues$2,232
 $1,332
 $1,236
 $435
 $(437) $4,798
2017           
Rate-regulated electric revenues$2,151
 $1,139
 $1,186
 $
 $(14) $4,462
Rate-regulated natural gas revenues
 161
 
 
 
 161
Shared service and other revenues
 
 
 52
 (3) 49
Total operating revenues$2,151
 $1,300
 $1,186
 $52
 $(17) $4,672
Intersegment revenues:           
2019$5
 $7
 $3
 $396
 $(397) $14
20186
 8
 3
 435
 (437) 15
20176
 8
 2
 53
 (19) 50
Depreciation and amortization:           
2019$374
 $184
 $157
 $39
 $
 $754
2018385
 182
 136
 37
 
 $740
2017321
 167
 146
 42
 (1) $675
Operating expenses:          

2019$1,899
 $1,089
 $1,089
 $403
 $(396) $4,084
20181,919
 1,143
 1,087
 442
 (435) $4,156
20171,760
 1,071
 1,029
 68
 (17) $3,911
Interest expense, net:          

2019$133
 $61
 $58
 $10
 $1
 $263
2018128
 58
 64
 11
 
 $261
2017121
 51
 61
 13
 (1) $245
Income (loss) before income taxes:          

2019$259
 $169
 $99
 $476
 $(489) $514
2018216
 142
 87
 388
 (408) $425
2017303
 192
 103
 377
 (404) $571
Income taxes:          

2019$16
 $22
 $
 $(1) $1
 $38
201811
 22
 12
 (10) (2) $33
2017105
 71
 26
 15
 
 $217
__________
(a)Includes nuclear fuel that is in the fabrication and installation phase of $1,004 million and $1,196 million at December 31, 2018 and 2017, respectively.
(b)Includes buildings under capital lease with a net carrying value of $5 million and $7 million at December 31, 2018 and 2017, respectively. The original cost basis of the buildings was $47 million as of both December 31, 2018 and 2017, and total accumulated amortization was $42 million and $40 million, as of December 31, 2018 and 2017, respectively.
(c)Includes accumulated amortization of nuclear fuel in the reactor core of $2,969 million and $3,159 million as of December 31, 2018 and 2017, respectively.
The annual depreciation provisions as a percentage
259

Table of average service life for electric generation assets were 5.37%, 4.36% and 5.94% for the years ended December 31, 2018, 2017 and 2016, respectively. See Note 8 — Early Plant Retirements for additional information on the accelerated depreciation and amortization of Clinton, Quad Cities, Oyster Creek and TMI.
License Renewals
Depreciation provisions are based on the estimated useful lives of the stations, which reflect the actual renewal of the operating licenses for all of Generation's operating nuclear generating stations except for TMI and Clinton. As a result, the receipt of license renewals has no material impact in the Consolidated Statements of Operations and Comprehensive Income. Beginning in 2017, TMI and Oyster Creek depreciation provisions were based on their 2019 expected shutdown dates. Beginning February 2018, Oyster Creek depreciation provisions were based on its announced shutdown date of September 2018. Clinton depreciation provisions are based on an estimated useful life through 2027 which is the last year of the Illinois Zero Emissions Standard. See Note 4 — Regulatory Matters for additional information regarding license renewals and the Illinois ZECs and Note 8 — Early Plant Retirements for additional information on the impacts of expected and potential early plant retirement.

Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 5 — Segment Information
ComEd
The following table presents a summary of property, plant and equipment by asset category as of December 31, 2018 and 2017:
 
Average 
Service Life
(years)
 2018 2017
Asset Category     
Electric—transmission and distribution5-80 $25,991
 $24,423
Construction work in progressN/A 705
 517
Other property, plant and equipment (a), (b)
35-50 46
 52
Total property, plant and equipment  26,742
 24,992
Less: accumulated depreciation  4,684
 4,269
Property, plant and equipment, net  $22,058
 $20,723
 Pepco DPL ACE 
Other(b)
 Intersegment
Eliminations
 PHI
Net income (loss):          

2019$243
 $147
 $99
 $(26) $14
 $477
2018205
 120
 75
 (22) 15
 $393
2017198
 121
 77
 (91) 50
 $355
Capital expenditures:          

2019$626
 $348
 $375
 $6
 $
 $1,355
2018656
 364
 335
 20
 
 $1,375
2017628
 428
 312
 28
 
 1,396
Total assets:           
2019$8,661
 $4,830
 $3,933
 $11,105
 $(5,810) $22,719
20188,267
 4,588
 3,699
 10,819
 (5,421) 21,952
__________
(a)Includes buildings under capital lease with a net carrying value at both December 31, 2018gross utility tax receipts from customers. The offsetting remittance of utility taxes to the governing bodies is recorded in expenses in the Registrants’ Consolidated Statements of Operations and 2017 of $7 million. The original cost basis of the buildings was $8 million andComprehensive Income. See Note 23 — Supplemental Financial Information for additional information on total accumulated amortization was $1 million as of both December 31, 2018 and 2017.utility taxes.
(b)Represents land held for future useOther primarily includes PHI’s corporate operations, shared service entities and non-utility property.other financing and investment activities.
The annual depreciation provisions as a percentage
260

Table of average service life for electric transmission and distribution assets were 2.95%, 2.99% and 3.03% for the years ended December 31, 2018, 2017 and 2016, respectively.
PECO
The following table presents a summary of property, plant and equipment by asset category as of December 31, 2018 and 2017:
 
Average 
Service Life
(years)
 2018 2017
Asset Category     
Electric—transmission and distribution5-65 $8,359
 $7,975
Gas—transportation and distribution5-70 2,694
 2,504
Common—electric and gas5-50 756
 710
Construction work in progressN/A 343
 254
Other property, plant and equipment (a)
50 19
 21
Total property, plant and equipment  12,171
 11,464
Less: accumulated depreciation  3,561
 3,411
Property, plant and equipment, net  $8,610
 $8,053
__________
(a)Represents land held for future use and non-utility property.
The following table presents the annual depreciation provisions as a percentage of average service life for each asset category.
Average Service Life Percentage by Asset Category2018 2017 2016
Electric—transmission and distribution2.35% 2.37% 2.32%
Gas1.90% 1.89% 1.82%
Common—electric and gas5.44% 5.47% 5.11%

Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 5 — Segment Information
BGE
The following table presents a summarytables disaggregate the Registrants' revenue recognized from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of property, plantrevenue and equipmentcash flows are affected by asset category aseconomic factors. For Generation, the disaggregation of December 31, 2018revenues reflects Generation's two primary products of power sales and 2017:natural gas sales, with further disaggregation of power sales provided by geographic region. For the Utility Registrants, the disaggregation of revenues reflects the two primary utility services of rate-regulated electric sales and rate-regulated natural gas sales (where applicable), with further disaggregation of these tariff sales provided by major customer groups. Exelon's disaggregated revenues are consistent with Generation and the Utility Registrants but exclude any intercompany revenues.
Competitive Business Revenues (Generation):
 2019
 
Revenues from external customers(a)
    
 Contracts with customers 
Other(b)
 Total Intersegment Revenues Total Revenues
Mid-Atlantic$5,053

$17
 $5,070
 $4

$5,074
Midwest4,095

232
 4,327
 (34)
4,293
New York1,571

25
 1,596
 

1,596
ERCOT768

229
 997
 16

1,013
Other Power Regions 3,687

608
 4,295
 (49)
4,246
Total Competitive Businesses Electric Revenues15,174

1,111
 16,285
 (63)
16,222
Competitive Businesses Natural Gas Revenues 1,446

702
 2,148
 62

2,210
Competitive Businesses Other Revenues(c)
440
 51
 491
 1
 492
Total Generation Consolidated Operating Revenues17,060

1,864
 $18,924
 $

$18,924
 2018
 
Revenues from external customers(a)
    
 Contracts with customers 
Other(b)
 Total Intersegment Revenues Total Revenues
Mid-Atlantic$5,241
 $233
 $5,474
 $13
 $5,487
Midwest4,527
 190
 4,717
 (11) 4,706
New York1,723
 (36) 1,687
 
 1,687
ERCOT572
 560
 1,132
 1
 1,133
Other Power Regions 3,530
 871
 4,401
 (66) 4,335
Total Competitive Businesses Electric Revenues15,593
 1,818
 17,411
 (63) 17,348
Competitive Businesses Natural Gas Revenues 1,524
 1,194
 2,718
 62
 2,780
Competitive Businesses Other Revenues(c)
510
 (202) 308
 1
 309
Total Generation Consolidated Operating Revenues$17,627
 $2,810
 $20,437
 $
 $20,437
 
Average 
Service Life
(years)
 2018 2017
Asset Category     
Electric—transmission and distribution5-90 $7,951
 $7,464
Gas—distribution5-90 2,630
 2,379
Common—electric and gas5-40 860
 771
Construction work in progressN/A 410
 367
Other property, plant and equipment (a)
20 25
 26
Total property, plant and equipment  11,876
 11,007
Less: accumulated depreciation  3,633
 3,405
Property, plant and equipment, net  $8,243
 $7,602
__________
(a)Represents plant held for future use and non-utility property.
The following table presents the annual depreciation provisions as a percentage of average service life for each asset category.
261

Average Service Life Percentage by Asset Category2018 2017 2016
Electric—transmission and distribution2.61% 2.58% 2.56%
Gas2.36% 2.33% 2.45%
Common—electric and gas8.50% 8.64% 9.45%
PHI
The following table presents a summaryTable of property, plant and equipment by asset category as of December 31, 2018 and 2017:
 Average 
Service Life
(years)
 2018 2017
Asset Category     
Electric—transmission and distribution5-75 $12,664
 $11,517
Gas—distribution5-75 486
 449
Common—electric and gas5-75 126
 82
Construction work in progressN/A 912
 835
Other property, plant and equipment (a)
3-43 99
 102
Total property, plant and equipment  14,287

12,985
Less: accumulated depreciation  841
 487
Property, plant and equipment, net  $13,446

$12,498
__________
(a)Represents plant held for future use and non-utility property.

Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 5 — Segment Information
The following table presents the annual depreciation provisions as a percentage of average service life for each asset category.
Average Service Life Percentage by Asset Category2018 2017 2016
Electric—transmission and distribution2.61% 2.63% 2.52%
Gas1.59% 2.07% 2.57%
Common—electric and gas6.30% 6.50% 8.12%
Pepco
The following table presents a summary of property, plant and equipment by asset category as of December 31, 2018 and 2017:
 
Average 
Service Life
(years)
 2018 2017
Asset Category     
Electric—transmission and distribution5-75 $9,217
 $8,646
Construction work in progressN/A 536
 473
Other property, plant and equipment (a)
25-33 61
 59
Total property, plant and equipment  9,814

9,178
Less: accumulated depreciation  3,354
 3,177
Property, plant and equipment, net  $6,460

$6,001
 2017
 
Revenues from external customers(a)
    
 Contracts with customers 
Other(b)
 Total Intersegment Revenues Total Revenues
Mid-Atlantic$5,523
 $(8) $5,515
 $25
 $5,540
Midwest3,923
 283
 4,206
 (25) 4,181
New York1,605
 (38) 1,567
 (17) 1,550
ERCOT641
 317
 958
 4
 962
Other Power Regions 2,658
 428
 3,086
 (35) 3,051
Total Competitive Businesses Electric Revenues14,350
 982
 15,332
 (48) 15,284
Competitive Businesses Natural Gas Revenues 1,658
 917
 2,575
 53
 2,628
Competitive Businesses Other Revenues(c)
744
 (151) 593
 (5) 588
Total Generation Consolidated Operating Revenues$16,752
 $1,748
 $18,500
 $
 $18,500
__________
(a)Represents plant heldIncludes all wholesale and retail electric sales to third parties and affiliated sales to the Utility Registrants.
(b)Includes revenues from derivatives and leases.
(c)Other represents activities not allocated to a region. See text above for future usea description of included activities. Includes a $38 million decrease to revenues for the amortization of intangible assets and non-utility property.liabilities related to commodity contracts recorded at fair value in 2017, unrealized mark-to-market losses of $4 million, $262 million, and $131 million in 2019, 2018, and 2017, respectively, and elimination of intersegment revenues.
The annual depreciation provisions as a percentageRevenues net of average service life for electric transmissionpurchased power and distribution assets were 2.40%, 2.35% and 2.17% for the years ended December 31, 2018, 2017 and 2016, respectively.
DPL
The following table presents a summary of property, plant and equipment by asset category as of December 31, 2018 and 2017:fuel expense (Generation):
 
Average
Service Life
(years)
 2018 2017
Asset Category     
Electric—transmission and distribution5-70 $4,195
 $3,875
Gas—distribution5-75 651
 614
Common—electric and gas5-75 136
 117
Construction work in progressN/A 151
 205
Other property, plant and equipment (a)
10-43 17
 15
Total property, plant and equipment  5,150

4,826
Less: accumulated depreciation  1,329
 1,247
Property, plant and equipment, net  $3,821

$3,579
 2019 2018 2017
 
RNF from
external
customers
(a)
 Intersegment
RNF
 
Total
RNF
 
RNF from
external
customers
(a)
 
Intersegment
RNF
 
Total
RNF
 
RNF from
external
customers
(a)
 Intersegment
RNF
 
Total
RNF
Mid-Atlantic$2,637

$18
 $2,655
 $3,022

$51
 $3,073
 $3,105

$109
 $3,214
Midwest2,994

(32) 2,962
 3,112

23
 3,135
 2,810

10
 2,820
New York1,081

13
 1,094
 1,112

10
 1,122
 1,007

1
 1,008
ERCOT338

(30) 308
 501

(243) 258
 575

(243) 332
Other Power Regions 694

(74) 620
 883

(154) 729
 1,014

(195) 819
Total Revenues net of
purchased power and fuel for Reportable Segments
$7,744

$(105) $7,639
 $8,630

$(313) $8,317
 $8,511

$(318) $8,193
Other (b)
324

105
 429
 114

313
 427
 299

318
 617
Total Generation
Revenues net of purchased power and fuel expense
$8,068

$
 $8,068
 $8,744

$
 $8,744
 $8,810

$
 $8,810
__________
(a)RepresentsIncludes purchases and sales from/to third parties and affiliated sales to the Utility Registrants.
(b)Other represents activities not allocated to a region. See text above for a description of included activities. Includes a $54 million decrease in RNF for the amortization of intangible assets and liabilities related to commodity contracts in 2017, unrealized mark-to-market losses of $215 million, $319 million, and $175 million in 2019, 2018, and 2017, respectively, accelerated nuclear fuel amortization associated with the announced early plant held for future useretirements as discussed in Note 6 - Early Plant Retirements of $13 million, $57 million and non-utility property.$12 million in 2019, 2018, and 2017, respectively, and the elimination of intersegment RNF.


262

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 5 — Segment Information
The following table presents the annual depreciation provisions as a percentage of average service life for each asset category.
Electric and Gas Revenue by Customer Class (Utility Registrants):
Average Service Life Percentage by Asset Category2018 2017 2016
Electric—transmission and distribution2.77% 2.75% 2.49%
Gas1.59% 2.07% 2.57%
Common—electric and gas3.70% 4.14% 4.99%
 2019
              
Revenues from contracts with customersComEd PECO BGE PHI Pepco DPL ACE
Rate-regulated electric revenues             
Residential$2,916
 $1,596
 $1,326
 $2,316
 $1,012
 $645
 $659
Small commercial & industrial1,463
 404
 254
 505
 149
 186
 170
Large commercial & industrial540
 219
 436
 1,112
 833
 99
 180
Public authorities & electric railroads47
 29
 27
 61
 34
 14
 13
Other(a)
888
 249
 321
 650
 227
 204
 218
Total rate-regulated electric revenues(b)
5,854
 2,497
 2,364
 4,644
 2,255
 1,148
 1,240
Rate-regulated natural gas revenues             
Residential
 409
 474
 96
 
 96
 
Small commercial & industrial
 169
 77
 44
 
 45
 
Large commercial & industrial
 1
 132
 5
 
 5
 
Transportation
 25
 
 14
 
 14
 
Other(c)

 6
 31
 7
 
 7
 
Total rate-regulated natural gas revenues(d)

 610
 714
 166
 
 167
 
Total rate-regulated revenues from contracts with customers5,854
 3,107
 3,078
 4,810
 2,255
 1,315
 1,240
              
Other revenues             
Revenues from alternative revenue programs(133) (21) 12
 (14) (3) (11) 
Other rate-regulated electric revenues(e)
26
 13
 12
 10
 8
 2
 
Other rate-regulated natural gas revenues(e)

 1
 4
 
 
 
 
Total other revenues(107) (7) 28
 (4) 5
 (9) 
Total rate-regulated revenues for reportable segments$5,747
 $3,100
 $3,106
 $4,806
 $2,260
 $1,306
 $1,240
ACE
The following table presents a summary of property, plant and equipment by asset category as of December 31, 2018 and 2017:
263

 
Average 
Service Life
(years)
 2018 2017
Asset Category     
Electric—transmission and distribution5-60 $3,866
 $3,607
Construction work in progressN/A 209
 138
Other property, plant and equipment (a)
13-15 28
 27
Total property, plant and equipment  4,103

3,772
Less: accumulated depreciation  1,137
 1,066
Property, plant and equipment, net  $2,966

$2,706
__________
(a)Represents plant held for future use and non-utility property.
The annual depreciation provisions as a percentageTable of average service life for electric transmission and distribution assets were 2.45%, 2.46% and 2.45% for the years ended December 31, 2018, 2017 and 2016, respectively.
Capitalized Software Costs (All Registrants)
The following tables presents net unamortized capitalized software costs and amortization of capitalized software costs by year.
Net unamortized software costsExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
December 31, 2018$810
 $164
 $206
 $98
 $166
 $165
 $26
 $21
 $14
December 31, 2017834
 173
 227
 111
 179
 133
 2
 1
 1
Amortization of capitalized software costsExelon Generation ComEd PECO BGE  Pepco DPL ACE
2018$282
 $78
 $79
 $37
 $48
 $2
 $2
 $1
2017270
 73
 73
 39
 46
 
 
 
2016255
 72
 62
 33
 44
 
 
 
 Successor  Predecessor
PHIFor the year ended December 31, 2018 For the year ended December 31, 2017 March 24, 2016 to December 31, 2016  January 1, 2016 to March 23, 2016
Amortization of capitalized software costs$33
 $34
 $29
  $8

Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 5 — Segment Information
Capitalized Interest and AFUDC (All Registrants)
The following table summarizes total incurred interest, capitalized interest and credits to AFUDC by year:
  Exelon Generation ComEd PECO BGE Pepco DPL ACE
2018
Total incurred interest(a)
$1,695
 $464
 $377
 $141
 $130
 $162
 $62
 $68
 Capitalized interest31
 31
 
 
 
 
 
 
 Credits to AFUDC debt and equity109
 
 30
 12
 24
 34
 4
 4
2017
Total incurred interest(a)
$1,658
 $502
 $369
 $130
 $111
 $133
 $54
 $64
 Capitalized interest63
 63
 
 
 
 
 
 
 Credits to AFUDC debt and equity108
 
 20
 12
 22
 34
 10
 9
2016
Total incurred interest(a)
$1,678
 $472
 $469
 $127
 $114
 $137
 $52
 $65
 Capitalized interest108
 107
 
 
 
 
 
 
 Credits to AFUDC debt and equity98
 
 22
 11
 30
 29
 7
 9
 2018
              
Revenues from contracts with customersComEd PECO BGE PHI Pepco DPL ACE
Rate-regulated electric revenues             
Residential$2,942
 $1,566
 $1,382
 $2,351
 $1,021
 $669
 $661
Small commercial & industrial1,487
 404
 257
 488
 140
 186
 162
Large commercial & industrial538
 223
 429
 1,124
 846
 100
 178
Public authorities & electric railroads47
 28
 28
 58
 32
 14
 12
Other(a)
867
 243
 327
 593
 193
 175
 227
Total rate-regulated electric revenues(b)
5,881
 2,464
 2,423
 4,614
 2,232
 1,144
 1,240
Rate-regulated natural gas revenues             
Residential
 395
 491
 99
 
 99
 
Small commercial & industrial
 143
 77
 44
 
 44
 
Large commercial & industrial
 1
 124
 8
 
 8
 
Transportation
 23
 
 16
 
 16
 
Other(c)

 6
 63
 13
 
 13
 
Total rate-regulated natural gas revenues(d)

 568
 755
 180
 
 180
 
Total rate-regulated revenues from contracts with customers5,881
 3,032
 3,178
 4,794
 2,232
 1,324
 1,240
              
Other revenues             
Revenues from alternative revenue programs(29) (7) (26) (7) (7) 4
 (4)
Other rate-regulated electric revenues(e)
30
 12
 13
 10
 7
 3
 
Other rate-regulated natural gas revenues(e)

 1
 4
 1
 
 1
 
Total other revenues1
 6
 (9) 4
 
 8
 (4)
Total rate-regulated revenues for reportable segments$5,882
 $3,038
 $3,169
 $4,798
 $2,232
 $1,332
 $1,236

264

 Successor  Predecessor
PHIFor the year ended December 31, 2018 For the year ended December 31, 2017 March 24, 2016 to December 31, 2016  January 1, 2016 to March 23, 2016
Total incurred interest(a)
$305
 $263
 $207
  $68
Credits to AFUDC debt and equity44
 54
 35
  10
__________
(a)Includes interest expense to affiliates.
See Note 1 — Significant Accounting Policies for additional information regarding property, plant and equipment policies. See Note 13 — Debt and Credit Agreements for additional information regarding Exelon’s, ComEd’s and PECO’s property, plant and equipment subject to mortgage liens.
7. ImpairmentTable of Long-Lived Assets and Intangibles (Exelon, Generation and PHI)
Long-Lived Assets (Exelon, Generation and PHI)
Registrants evaluate long-lived assets for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In the second quarter of 2018, updates to Exelon's long-term view of energy and capacity prices suggested that the carrying value of a group of merchant wind assets, located in West Texas, may be impaired. Upon review, the estimated undiscounted future cash flows and fair value of the group were less than its carrying value. The fair value analysis was based on the income approach using significant unobservable inputs (Level 3) including revenue and generation forecasts, projected capital and maintenance expenditures and discount rates. As a result, long-lived merchant wind assets held and used with a net carrying amount of $41 million were fully impaired and a pre-tax impairment charge of $41 million was recorded during 2018 within Operating and maintenance expense in Exelon's and Generation's Consolidated Statements of Operations and Comprehensive Income.
During the first quarter of 2018, Mystic Unit 9 did not clear in the ISO-NE capacity auction for the 2021 - 2022 planning year. On March 29, 2018, Generation notified ISO-NE of the early retirement of its Mystic Generating Station's Units 7, 8, 9 and the Mystic Jet Unit (Mystic Generating Station assets) absent regulatory reforms. These events suggested that the carrying value of its New England asset group may be impaired. As a result, Generation completed a comprehensive review of the estimated undiscounted future cash flows of the New England asset group and no impairment charge was required. Further developments such as the failure of ISO-NE to adopt long-term solutions for reliability and fuel security could potentially result in future impairments of the New England asset group, which could be material. See Note 8 — Early Plant Retirements for additional information.
In the third quarter of 2015, PHI entered into a sponsorship agreement with the District of Columbia for future sponsorship rights associated with public property within the District of Columbia and paid the District of Columbia $25 million, which Exelon and PHI had recorded as a finite-lived intangible asset as of December 31, 2016. The specific sponsorship rights were to be determined over time through future negotiations. In the fourth quarter of

Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


2017, based upon the lack of currently available sponsorship opportunities, the asset was written off and a pre-tax impairment charge of $25 million was recorded within Operating and maintenance expense in Exelon’s and PHI’s Consolidated Statements of Operations and Comprehensive Income.
On May 2, 2017, EGTP entered into a consent agreement with its lenders to initiate an orderly sales process to sell the assets of its wholly owned subsidiaries. As a result, Exelon and Generation classified certain of EGTP's assets and liabilities as held for sale at their respective fair values less costs to sell and recorded a pre-tax impairment charge of $460 million within Operating and maintenance expense in their Consolidated Statements of Operations and Comprehensive Income during 2017. On November 7, 2017, EGTP and its wholly owned subsidiaries filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware and, as a result, Exelon and Generation deconsolidated EGTP's assets and liabilities from their consolidated financial statements. See Note 5 — Mergers, Acquisitions and Dispositions for additional information.
In the second quarter of 2016, updates to Exelon's long-term view of energy and capacity prices suggested that the carrying value of a group of merchant wind assets, located in West Texas, may be impaired.  Upon review, the estimated undiscounted future cash flows and fair value of the group were less than their carrying value.  The fair value analysis was based on the income approach using significant unobservable inputs (Level 3) including revenue and generation forecasts, projected capital and maintenance expenditures and discount rates. As a result of the fair value analysis, long-lived merchant wind assets held and used with a carrying amount of approximately $60 million were written down to their fair value of $24 million and a pre-tax impairment charge of $36 million was recorded during the second quarter of 2016 in Operating and maintenance expense in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. 
In the first quarter of 2016, significant changes in Generation’s intended use of the Upstream oil and gas assets, developments with nonrecourse debt held by its Upstream subsidiary CEU Holdings, LLC (as described in Note 13 — Debt and Credit Agreements) and continued declines in both production volumes and commodity prices suggested that the carrying value may be impaired. Generation concluded that the estimated undiscounted future cash flows and fair value of its Upstream properties were less than their carrying values. As a result, a pre-tax impairment charge of $119 million was recorded in March 2016 within Operating and maintenance expense in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. On June 16, 2016, Generation initiated the sales process of its Upstream natural gas and oil exploration and production business by executing a forbearance agreement with the lenders of the nonrecourse debt, see Note 13 — Debt and Credit Agreements for additional information. An additional pre-tax impairment charge of $15 million was recorded in September 2016 within Operating and maintenance expense in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income due to further declines in fair value. In December 2016, Generation sold substantially all of the Upstream Assets. See Note 5Mergers, Acquisitions and Dispositions for additional information.
The fair value analysis used in the above impairments was primarily based on the income approach using significant unobservable inputs (Level 3) including revenue, generation and production forecasts, projected capital and maintenance expenditures and discount rates. Changes in the assumptions described above could potentially result in future impairments of Exelon’s long-lived assets, which could be material.
Like-Kind Exchange Transaction (Exelon)
In June 2000, UII, LLC (formerly Unicom Investments, Inc.) (UII), a wholly owned subsidiary of Exelon Corporation, entered into transactions pursuant to which UII invested in coal-fired generating station leases (Headleases) with the Municipal Electric Authority of Georgia (MEAG). The generating stations were leased back to MEAG as part of the transactions (Leases).
Pursuant to the applicable authoritative guidance, Exelon is required to review the estimated residual values of its direct financing lease investments at least annually and record an impairment charge if the review indicates an other-than-temporary decline in the fair value of the residual values below their carrying values. Exelon estimates the fair value of the residual values of its direct financing lease investments based on the income approach, which uses a discounted cash flow analysis, taking into consideration significant unobservable inputs (Level 3) including the expected revenues to be generated and costs to be incurred to operate the plants over their remaining useful lives subsequent to the lease end dates. Significant assumptions used in estimating the fair value include fundamental energy and capacity prices, fixed and variable costs, capital expenditure requirements, discount rates, tax rates and the estimated remaining useful lives of the plants. The estimated fair values also reflect the cash

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)Segment Information


flows associated with the service contract option discussed above given that a market participant would take into consideration all of the terms and conditions contained in the lease agreements.
All the Headleases were terminated by the second quarter of 2016, and no events occurred prior to the termination that required Exelon to review the estimated residual values of the direct financing lease investments in 2016. On March 31, 2016, UII and MEAG finalized an agreement to terminate the MEAG Headleases, the MEAG Leases, and other related agreements prior to their expiration dates. As a result of the lease termination, UII received an early termination payment of $360 million from MEAG and wrote-off the $356 million net investment in the MEAG Headleases and the Leases. The transaction resulted in a pre-tax gain of $4 million which is reflected in Operating and maintenance expense in Exelon's Consolidated Statements of Operations and Comprehensive Income. See Note 14 — Income Taxes for additional information.
 2017
Revenues from contracts with customersComEd PECO BGE PHI Pepco DPL ACE
Rate-regulated electric revenues             
Residential$2,715
 $1,505
 $1,365
 $2,246
 $964
 $663
 $619
Small commercial & industrial1,363
 401
 254
 490
 137
 187
 166
Large commercial & industrial455
 223
 427
 1,086
 794
 103
 189
Public authorities & electric railroads44
 30
 31
 60
 33
 14
 13
Other(a)
886
 204
 299
 541
 199
 163
 191
Total rate-regulated electric revenues(b)
5,463
 2,363
 2,376
 4,423
 2,127
 1,130
 1,178
Rate-regulated natural gas revenues             
Residential
 331
 437
 90
 
 90
 
Small commercial & industrial
 131
 75
 38
 
 38
 
Large commercial & industrial
 1
 119
 8
 
 8
 
Transportation
 23
 
 15
 
 15
 
Other(c)

 8
 28
 9
 
 9
 
Total rate-regulated natural gas revenues(d)

 494
 659
 160
 
 160
 
Total rate-regulated revenues from contracts with customers5,463
 2,857
 3,035
 4,583
 2,127
 1,290
 1,178
              
Other revenues             
Revenues from alternative revenue programs43
 
 124
 33
 19
 6
 8
Other rate-regulated electric revenues(e)
30
 12
 13
 8
 5
 3
 
Other rate-regulated natural gas revenues(e)

 1
 4
 1
 
 1
 
Other revenues(f)

 
 
 47
 
 
 
Total other revenues73
 13
 141
 89
 24
 10
 8
Total rate-regulated revenues for reportable segments$5,536
 $2,870
 $3,176
 $4,672
 $2,151
 $1,300
 $1,186
__________
(a)Includes revenues from transmission revenue from PJM, wholesale electric revenue and mutual assistance revenue.
(b)Includes operating revenues from affiliates of $30 million, $5 million, $8 million, $14 million, $5 million, $7 million and $3 million at ComEd, PECO, BGE, PHI, Pepco, DPL and ACE, respectively, in 2019, $27 million, $7 million, $8 million, $15 million, $6 million, $8 million and $3 million at ComEd, PECO, BGE, PHI, Pepco, DPL and ACE, in 2018, and $15 million, $6 million, $5 million, $3 million, $6 million, $8 million and $2 million at ComEd, PECO, BGE, PHI, Pepco, DPL and ACE, respectively, in 2017.
(c)Includes revenues from off-system natural gas sales.
(d)Includes operating revenues from affiliates of $1 million and $18 million at PECO and BGE, respectively, in 2019, $1 million and $21 million at PECO and BGE, respectively, in 2018, and $1 million and $11 million at PECO and BGE, respectively, in 2017.
(e)Includes late payment charge revenues.
(f)
Includes operating revenues from affiliates of $47 million at PHI in 2017.
8.6. Early Plant Retirements (Exelon and Generation)
Exelon and Generation continuously evaluate factors that affect the current and expected economic value of Generation’s plants, including, but not limited to: market power prices, results of capacity auctions, potential legislative and regulatory solutions to ensure plants are fairly compensated for the benefits they provide through their carbon-free emissions, reliability, or fuel security, and the impact of potential rules from the EPA requiring reduction of carbon and other emissions and the efforts of states to implement those final rules. The precise timing of an early retirement date for any plant, and the resulting financial statement impacts, may be affected by many factors,

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Note 6 — Early Plant Retirements

including the status of potential regulatory or legislative solutions, results of any transmission system reliability study assessments, the nature of any co-owner requirements and stipulations, and NDT fund requirements for nuclear plants, among other factors. However, the earliest retirement date for any plant would usually be the first year in which the unit does not have capacity or other obligations, and where applicable, just prior to its next scheduled nuclear refueling outage.
Nuclear Generation
In 2015 and 2016, Generation identified the Clinton and Quad Cities nuclear plants in Illinois, Ginna and Nine Mile Point nuclear plants in New York and Three Mile Island nuclear plant in Pennsylvania as having the greatest risk of early retirement based on economic valuation and other factors.
On June 2, 2016, Generation announced it would shutdown the Clinton and Quad Cities In 2017, PSEG made public similar financial challenges facing its New Jersey nuclear plants, on June 1, 2017including Salem, of which Generation owns a 42.59% ownership interest. PSEG is the operator of Salem and June 1, 2018, respectively, given a lack of progress on Illinois energy legislation and MISO market reforms, and capacity auctions results that failedalso has the decision-making authority to cover cash operating costs and a risk-adjusted rate of return to shareholders.
On December 7, 2016, Illinois FEJA was signed into law by the Governor of Illinois and included a ZES that now provides compensation to Clinton and Quad Cities for the carbon-free attributes of their production through 2027. With the passage of the Illinois ZES in December 2016, Generation reversed its June 2016 decision to permanently cease generation operations at the Clinton and Quad Cities nuclear generating plants. Clinton and Quad Cities are currently licensed to operate through 2026 and 2032, respectively. See Note 4 - Regulatory Matters for additional information on the Illinois FEJA and the ZES.
In New York, the Ginna and Nine Mile Point nuclear plants faced similar economic challenges and on August 1, 2016, the NYPSC issued an order adopting the CES, which now provides payments to Ginna and Nine Mile Point, as well as FitzPatrick, for the environmental attributes of their production through 2029. Ginna and Nine Mile Point Unit 1 are currently licensed to operate through 2029, and Nine Mile Point Unit 2 through 2046. See Note 4 - Regulatory Matters for additional information on the New York CES.retire Salem.
Assuming the continued effectiveness of both the Illinois ZES, New Jersey ZEC program and the New York CES, Generation and CENG, through its ownership of Ginna and Nine Mile Point, no longer consider Clinton, Quad Cities, Salem, Ginna or Nine Mile Point to be at heightened risk for early retirement. However, to the extent either the Illinois ZES, New Jersey ZEC program or the New York CES programs do not operate as expected over their full terms, each of these plants could again be at heightened risk for early retirement, which could have a material impact on Exelon’s and Generation’s future financial statements. In addition, FERC’s December 19, 2019 order on the MOPR in PJM may undermine the continued effectiveness of the Illinois ZES and the New Jersey ZEC program unless Illinois and New Jersey implement an FRR mechanism under which the Generation plants in these states would be removed from PJM’s capacity auction. See Note 3 — Regulatory Matters for additional information on the Illinois ZES, New Jersey ZEC program, New York CES and FERC's December 19, 2019 order.
In Pennsylvania, the TMI nuclear plant failed todid not clear in the May 2017 PJM capacity auction for the 2020-2021 planning year, the third consecutive year that TMI failed to clear in the PJM base residual capacity auction and on May 30, 2017, based on these capacity auction results, prolonged periods of low wholesale power prices, and the

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

absence of federal or state policies that place a value on nuclear energy for its ability to produce electricity without air pollution, ExelonGeneration announced that Generation willit would permanently cease generation operations at TMI on or aboutTMI. On September 30, 2019. TMI is currently committed to operate through May20, 2019, and is licensed to operate through 2034. Generation has filed the required market and regulatory notifications to shutdown the plant. PJM has subsequently notified Generation that it has not identified any reliability issues and has approved the deactivation of TMI as proposed.permanently ceased generation operations at TMI.
In 2010, Generation announced that Oyster Creek would retire by the end of 2019 as part of an agreement with the State of New Jersey to avoid significant costs associated with the construction of cooling towers to meet the State's then new environmental regulations. Since then, like other nuclear sites, Oyster Creek continued to face rising operating costs amid a historically low wholesale power price environment. On February 2, 2018, ExelonGeneration announced that Generation willit would permanently cease generation operations at the Oyster Creek nuclear plant at the end of its current operating cycle and permanently ceased generation operations on September 17, 2018.

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Note 6 — Early Plant Retirements

As a result of these early nuclear plant retirement decisions, Exelon and Generation recognized one-time charges in Operating and maintenance expense related to materials and supplies inventory reserve adjustments, employee-related costs and CWIP impairments, among other items. In addition to these one-time charges, annual incremental non-cash charges to earnings stemming from shortening the expected economic useful lives primarily related to accelerated depreciation of plant assets (including any ARC), and accelerated amortization of nuclear fuel, as well as operating and additional ARO accretion expense associated with the changes in decommissioning timing and cost assumptions were also recorded. See Note 15 — Asset Retirement Obligations for additional information on changes to the nuclear decommissioning ARO balance.maintenance expenses. The total annual impact of these charges by year are summarized in the table below.
Income statement expense (pre-tax) 
2018(a)
 
2017(b)
 
2016(c)
 
2019(a)
 
2018(b)
 
2017(c)
Depreciation and Amortization            
Accelerated depreciation(d)
 $539
 $250
 $712
 $216
 $539
 $250
Accelerated nuclear fuel amortization 57
 12
 60
 13
 57
 12
Operating and Maintenance(d)       (53) 32
 77
One-time charges(e,f)
 32
 77
 26
Change in ARO accretion, net of any contractual offset(g)
 
 
 2
Contractual offset for ARC depreciation(g)
 
 
 (86)
Total $628
 $339
 $714
 $176
 $628
 $339
_________
(a)Reflects incremental accelerated depreciationcharges for TMI from January 1, 2019 through September 20, 2019.
(b)Reflects incremental charges for TMI in 2018 and Oyster Creek. The Oyster Creek year-to-date amounts are from February 2, 2018 through September 17, 2018.
(b)(c)Reflects incremental charges for TMI including incremental accelerated depreciation and amortization from May 30, 2017 through December 31, 2017.
(c)(d)Reflects incremental charges for Clinton and Quad Cities including incremental accelerated depreciation and amortization from June 2, 2016 through December 6, 2016. In December 2016, as a result of reversing its retirement decision for Clinton and Quad Cities, Exelon and Generation updated2019, primarily reflects the expected economic useful life for both facilities, to 2027 for Clinton, commensuratenet impacts associated with the endremeasurements of the Illinois ZES,TMI ARO in the first and to 2032 for Quad Cities, the end of its current operating license. Depreciation was therefore adjusted beginning December 7, 2016, to reflect these extended useful life estimates.
(d)Reflects incremental accelerated depreciation of plant assets, including any ARC.
(e)Primarily includesthird quarters. In 2018 and 2017, primarily reflects materials and supplies inventory reserve adjustments, employee related costs and CWIP impairments.impairments associated with the early retirement decisions for TMI and Oyster Creek. Excludes the charge to Operatingcharges in the third quarter of 2018 and maintenance expense fromsecond quarter of 2019 for the ARO remeasurement due to the announced sale of Oyster Creek. See Note 52 — Mergers, Acquisitions and Dispositions and Note 9 — Asset Retirement Obligations for additional information.
(f)In June 2016, as a result of the retirement decision for Clinton and Quad Cities, Exelon and Generation recognized one-time charges of $146 million. In December 2016, as a result of reversing its retirement decision for Clinton and Quad Cities, Exelon and Generation reversed approximately $120 million of these one-time charges initially recorded in June 2016.
(g)For Quad Cities based on the regulatory agreement with the ICC, decommissioning-related activities are offset within Exelon's and Generation's Consolidated Statements of Operations and Comprehensive Income. The offset results in an equal adjustment to the noncurrent payables to ComEd at Generation and an adjustment to the regulatory liabilities at ComEd. Likewise, ComEd has recorded an equal noncurrent affiliate receivable from Generation and corresponding regulatory liability.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

In 2017, PSEG made public similar financial challenges facing its New Jersey nuclear plants, including Salem, of which Generation owns a 42.59% ownership interest. PSEG is the operator of Salem and also has the decision making authority to retire Salem.
On May 23, 2018, New Jersey enacted legislation that established a ZEC program, similar to that in Illinois and New York, that will provide compensation for nuclear plants that demonstrate to the NJBPU that they meet certain requirements, including that they make a significant contribution to air quality in the state and that their revenues are insufficient to cover their costs and risks. The NJBPU must complete its processes for determining eligibility for, and participation in, the ZEC program by April 18, 2019. On December 19, 2018, PSEG submitted its application for Salem. Assuming the successful implementation of the New Jersey ZEC program and the selection of Salem as one of the qualifying facilities, the New Jersey ZEC program has the potential to mitigate the heightened risk of earlier retirement for Salem. See Note 4 - Regulatory Matters for additional information.
The following table provides the balance sheet amounts as of December 31, 2018 for Generation’s ownership share of the significant assets and liabilities associated with Salem that would potentially be impacted by a decision to permanently cease generation operations.
  December 31, 2018
Asset Balances  
Materials and supplies inventory $45
Nuclear fuel inventory, net 118
Completed plant, net 538
Construction work in progress 44
Liability Balances  
Asset retirement obligation (395)
   
NRC License Renewal Term 2036 (unit 1)
  2040 (unit 2)
Generation’s Dresden, Byron, and Braidwood nuclear plants in Illinois are also showing increased signs of economic distress, which could lead to an early retirement, in a market that does not currently compensate them for their unique contribution to grid resiliency and their ability to produce large amounts of energy without carbon and air pollution. The May 2018 PJM capacity auction for the 2021-2022 planning year resulted in the largest volume of nuclear capacity ever not selected in the auction, including all of Dresden, and portions of Byron and Braidwood. Exelon continues to work with stakeholders on state policy solutions, while also advocating for broader market reforms at the regional and federal level.
Other Generation
On March 29, 2018, Generation notified grid operator ISO-NE of its plans to early retire its Mystic Generating Station assetsUnits 8 and 9 absent regulatory reforms on June 1, 2022, at the end of the currentthen-current capacity commitment for Mystic Units 7 and 8. Mystic Unit 9 is currentlywas then committed through May 2021.
The ISO-NE announced that it would take a three-step approach to fuel security.
First, on May 1, 2018, ISO-NE made a filing with FERC requesting waiver of certain tariff provisions to allow it to retain Mystic Units 8 and 9 for fuel security for the 2022 - 2024 capacity commitment periods. FERC denied the waiver request on procedural grounds on July 2, 2018 and ordered ISO-NE to (i) make a filing within 60 days providing for the filing of a short-term cost-of-service agreement to address fuel security concerns and (ii) make a filing by July 1, 2019 proposing permanent tariff revisions that would improve its market design to better address regional fuel security concerns.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Second, in accordance with FERC's July 2, 2018 order, on August 31, 2018, ISO-NE made a filing with FERC proposing short-term tariff changes to permit it to retain a resource for fuel security reliability reasons, which FERC accepted on December 3, 2018. 
Third, ISO-NE stated its intention to work with stakeholders to develop long-term market rule changes to address system resiliency considering significant reliability risks identified in ISO-NE’s January 2018 fuel security report. Changes to market rules are necessary because critical units to the region, such as Mystic Units 8 and 9, cannot recover future operating costs, including the cost of procuring fuel. In its July 2, 2018 order, FERC ordered ISO-NE to make a filing by July 1, 2019 proposing permanent tariff revisions that would improve its market design to better address regional fuel security concerns. In January 2019, ISO-NE has indicated that it intends to seek an extension of the deadline for this filing to November 15, 2019.
On May 16, 2018, Generation made a filing with FERC to establish cost-of-service compensation and terms and conditions of service for Mystic Units 8 and 9 for the period between June 1, 2022 - May 31, 2024. Among the costs included in the filing are costs associated with the Everett Marine Terminal. On December 20, 2018, FERC issued an order accepting the cost of service agreementcompensation, reflecting a number of adjustments to the annual fixed revenue requirement and allowing for recovery of a substantial portion of the costs associated with the Everett Marine Terminal. Those adjustments were reflected in a compliance filing filed on March 1, 2019. In the December 20, 2018 order, FERC also directed a paper hearing on ROE using a new methodology. Initial and reply briefs on ROE will be due on April 18, 2019 and July 18, 2019. These will be reflected in a compliance filing due February 18, 2019. On January 4, 2019, Generation notified ISO-NE that it will participate in the Forward Capacity Market auction for the 2022 - 2023 capacity commitment period. In addition, on January 22, 2019, Exelon and several other parties filed requests for rehearing of certain findings in the order.
On March 25, 2019, ISO-NE filed the Inventoried Energy Program, which is intended to provide an interim fuel security program pending conclusion of the December 20, 2018 order.stakeholder process to develop a long-term, market-based solution to address fuel security. The requestInventoried Energy Program went into effect on August 5, 2019. On October 7, 2019, requests for rehearing does not alter Generation's commitmentwere denied and several parties have appealed to participate in the Forward Capacity Auction for the 2022-2023 capacity commitment period.D.C. Circuit Court. FERC ordered ISO-NE to file long-term, market-based fuel security rules by October 15, 2019; FERC has granted an extension to April 15, 2020.
The following table provides the balance sheet amounts as of December 31, 20182019 for Exelon's and Generation’s significant assets and liabilities associated with the Mystic Units 8 and 9 and Everett Marine Terminal assets that would potentially be impacted by a decisionthe failure to permanently cease generation operations.adopt long-term solutions for reliability and fuel security.

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Note 6 — Early Plant Retirements

 December 31, 2018 December 31, 2019
Asset Balances    
Materials and supplies inventory $30
 $31
Fuel inventory 20
 11
Completed plant, net 901
Construction work in progress 9
Property, plant and equipment, net 902
Liability Balances    
Asset retirement obligation (1) (3)
To ensure the continued reliable supply of fuel to Mystic Units 8 and 9 while they remain operating, on October 1, 2018, Generation acquired the Everett Marine Terminal in Massachusetts for a purchase price of $81 million, with the majority of the fair value allocated to Property, plant and equipment and no goodwill recorded.  Generation also settled its existing long-term gas supply agreement, resulting in a pre-tax gain of $75 million, which is included within Purchased power and fuel expense in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income.

See Note 11 — Asset Impairments for impairment assessment considerations on the New England Asset Group.

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


Note 7 — Property, Plant and Equipment
9.
7. Property, Plant and Equipment (All Registrants)
The following tables present a summary of property, plant and equipment by asset category as of December 31, 2019 and 2018:
Asset CategoryExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
December 31, 2019                 
Electric—transmission and distribution$56,809
 $
 $27,566
 $8,957
 $8,326
 $13,809
 $9,734
 $4,464
 $4,207
Electric—generation29,839
 29,839
 
 
 
 
 
 
 
Gas—transportation and distribution6,147
 
 
 2,899
 2,999
 525
 
 690
 
Common—electric and gas1,907
 
 
 877
 991
 146
 
 160
 
Nuclear fuel(a)
5,656
 5,656
 
 
 
 
 
 
 
Construction work in progress3,055
 702
 662
 250
 483
 921
 628
 125
 166
Other property, plant and equipment(b)
799
 13
 47
 27
 25
 108
 64
 21
 27
Total property, plant and equipment104,212
 36,210
 28,275
 13,010
 12,824
 15,509
 10,426
 5,460
 4,400
Less: accumulated depreciation(c)
23,979
 12,017
 5,168
 3,718
 3,834
 1,213
 3,517
 1,425
 1,210
Property, plant and equipment, net$80,233
 $24,193
 $23,107
 $9,292
 $8,990
 $14,296
 $6,909
 $4,035
 $3,190
                  
December 31, 2018                 
Electric—transmission and distribution$53,090
 $
 $25,991
 $8,359
 $7,951
 $12,664
 $9,217
 $4,195
 $3,866
Electric—generation29,170
 29,170
 
 
 
 
 
 
 
Gas—transportation and distribution5,530
 
 
 2,694
 2,630
 486
 
 651
 
Common—electric and gas1,627
 
 
 756
 860
 126
 
 136
 
Nuclear fuel(a)
5,957
 5,957
 
 
 
 
 
 
 
Construction work in progress3,377
 997
 705
 343
 410
 912
 536
 151
 209
Other property, plant and equipment(b)
858
 63
 46
 19
 25
 99
 61
 17
 28
Total property, plant and equipment99,609
 36,187
 26,742
 12,171
 11,876
 14,287
 9,814
 5,150
 4,103
Less: accumulated depreciation(c)
22,902
 12,206
 4,684
 3,561
 3,633
 841
 3,354
 1,329
 1,137
Property, plant and equipment, net$76,707
 $23,981
 $22,058
 $8,610
 $8,243
 $13,446
 $6,460
 $3,821
 $2,966
__________
(a)Includes nuclear fuel that is in the fabrication and installation phase of $1,025 million and $1,004 million at December 31, 2019 and 2018, respectively.
(b)Primarily composed of land and non-utility property.
(c)Includes accumulated amortization of nuclear fuel in the reactor core at Generation of $2,867 million and $2,969 million as of December 31, 2019 and 2018, respectively.

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Note 7 — Property, Plant and Equipment

The following table presents the average service life for each asset category in number of years:
Average Service Life (years)
Asset CategoryExelonGenerationComEdPECOBGEPHIPepcoDPLACE
Electric - transmission and distribution5-80N/A5-805-655-755-755-755-705-65
Electric - generation1-561-56N/AN/AN/AN/AN/AN/AN/A
Gas - transportation and distribution5-80N/AN/A5-705-805-75N/A5-75N/A
Common - electric and gas4-75N/AN/A5-504-505-75N/A5-75N/A
Nuclear fuel1-81-8N/AN/AN/AN/AN/AN/AN/A
Other property, plant and equipment1-501-1034-505020-503-5033-508-5013-15

Depreciation provisions are based on the estimated useful lives of the stations, which reflect the first renewal of the operating licenses for all of Generation's operating nuclear generating stations except for Clinton and Peach Bottom. Clinton depreciation provisions are based on an estimated useful life through 2027, which is the last year of the Illinois ZES. Peach Bottom depreciation provisions are based on estimated useful life of 2053 and 2054 for Unit 2 and Unit 3, respectively, which reflects the anticipated second renewal of its operating licenses. Beginning in 2017, TMI and Oyster Creek depreciation provisions were based on their 2019 expected shutdown dates. Beginning February 2018, Oyster Creek depreciation provisions were based on its announced shutdown date of September 2018. See Note 3 — Regulatory Matters for additional information regarding license renewals and the Illinois ZECs and Note 6 — Early Plant Retirements for additional information on the impacts of early plant retirements.
The following table presents the annual depreciation rates for each asset category. Nuclear fuel amortization is charged to fuel expense using the unit-of-production method and not included in the below table.
 Annual Depreciation Rates
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
December 31, 2019                 
Electric—transmission and distribution2.80% N/A
 2.99% 2.36% 2.60% 2.77% 2.47% 2.86% 2.94%
Electric—generation4.35% 4.35% N/A
 N/A
 N/A
 N/A
 N/A
 N/A
 N/A
Gas—transportation and distribution2.04% N/A
 N/A
 1.89% 2.30% 1.55% N/A
 1.55% N/A
Common—electric and gas7.37% N/A
 N/A
 6.06% 8.30% 8.25% N/A
 6.24% N/A
                  
December 31, 2018                 
Electric—transmission and distribution2.73% N/A
 2.95% 2.35% 2.61% 2.61% 2.40% 2.77% 2.45%
Electric—generation5.37% 5.37% N/A
 N/A
 N/A
 N/A
 N/A
 N/A
 N/A
Gas—transportation and distribution2.07% N/A
 N/A
 1.90% 2.36% 1.59% N/A
 1.59% N/A
Common—electric and gas6.98% N/A
 N/A
 5.44% 8.50% 6.30% N/A
 3.70% N/A
                  
December 31, 2017                 
Electric—transmission and distribution2.75% N/A
 2.99% 2.37% 2.58% 2.63% 2.35% 2.75% 2.46%
Electric—generation4.36% 4.36% N/A
 N/A
 N/A
 N/A
 N/A
 N/A
 N/A
Gas—transportation and distribution2.10% N/A
 N/A
 1.89% 2.33% 2.07% N/A
 2.07% N/A
Common—electric and gas7.05% N/A
 N/A
 5.47% 8.64% 6.50% N/A
 4.14% N/A


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Note 7 — Property, Plant and Equipment

Capitalized Interest and AFUDC (All Registrants)
The following table summarizes capitalized interest and credits to AFUDC by year:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
December 31, 2019                 
Capitalized interest$24
 $24
 $
 $
 $
 $
 $
 $
 $
AFUDC debt and equity132
 
 32
 17
 29
 54
 39
 6
 9
                  
December 31, 2018                 
Capitalized interest$31
 $31
 $
 $
 $
 $
 $
 $
 $
AFUDC debt and equity109
 
 30
 12
 24
 44
 34
 4
 4
                  
December 31, 2017                 
Capitalized interest$63
 $63
 $
 $
 $
 $
 $
 $
 $
AFUDC debt and equity108
 
 20
 12
 22
 54
 34
 10
 9

See Note 1 — Significant Accounting Policies for additional information regarding property, plant and equipment policies. See Note 16 — Debt and Credit Agreements for additional information regarding Exelon’s, ComEd’s and PECO’s property, plant and equipment subject to mortgage liens.
8. Jointly Owned Electric Utility Plant (Exelon, Generation, PECO, BGE, PHI, Pepco, DPL and ACE)
Exelon's, Generation's, PECO's, BGE's, Pepco's, DPL's and ACE's material undivided ownership interests in jointly owned electric plants and transmission facilities at December 31, 20182019 and 20172018 were as follows:
Nuclear Generation Fossil-Fuel Generation Transmission OtherNuclear Generation Transmission
Quad Cities 
Peach
Bottom
 
Salem(a)
 Nine Mile Point Unit 2 Wyman 
PA(b)
 
NJ/ DE(c)
 
Other(d)
Quad Cities 
Peach
Bottom
 Salem Nine Mile Point Unit 2 
NJ/DE(a)
OperatorGeneration Generation PSEG
Nuclear
 Generation FP&L First
Energy
 PSEG/ DPL variousGeneration Generation PSEG
Nuclear
 Generation PSEG/DPL
Ownership interest75.00% 50.00% 42.59% 82.00% 5.89% various
 various
 various
75.00% 50.00% 42.59% 82.00% various
Exelon’s share at December 31, 2019:         
Plant in service$1,161
 $1,466
 $663
 $951
 $102
Accumulated depreciation627
 571
 249
 156
 53
Construction work in progress13
 21
 53
 27
 
Exelon’s share at December 31, 2018:                        
Plant(e)
$1,131
 $1,451
 $648
 $910
 $4
 $28
 $103
 $15
Accumulated depreciation(e)
587
 523
 227
 126
 3
 16
 53
 13
Plant in service$1,131
 $1,451
 $648
 $910
 $103
Accumulated depreciation587
 523
 227
 126
 53
Construction work in progress13
 15
 44
 56
 
 1
 
 
13
 15
 44
 56
 
Exelon’s share at December 31, 2017:               
Plant(e)
$1,074
 $1,417
 $631
 $839
 $3
 $27
 $102
 $15
Accumulated depreciation(e)
550
 461
 205
 97
 3
 15
 52
 13
Construction work in progress35
 18
 33
 55
 
 
 
 
__________
(a)Generation also owns a proportionate share in the fossil-fuel combustion turbine at Salem, which is fully depreciated. The gross book value was $3 million at December 31, 2018 and 2017.
(b)PECO, BGE, Pepco, DPL and ACE own a 22%, 7%, 27%, 9% and 8% share, respectively, in 127 miles of 500kV lines located in Pennsylvania as well as a 20.72%, 10.56%, 9.72%, 3.72% and 3.83% share, respectively, of a 500kV substation immediately outside of the Conemaugh fossil-generating station which supplies power to the 500kV lines including, but not limited to, the lines noted above.
(c)PECO, DPL and ACE own a 42.55%, 1% and 13.9% share, respectively in 151.3 miles of 500kV lines located in New Jersey and of the Salem generating plant substation. PECO, DPL and ACE also own a 42.55%, 7.45% and 7.45% share, respectively, in 2.5 miles of 500kV line located over the Delaware River. ACE also has a 21.78% share in a 500kV New Freedom Switching substation.
(d)Generation, DPL and ACE own a 44.24%, 11.91% and 4.83% share, respectively in assets located at Merrill Creek Reservoir located in New Jersey. Pepco, DPL and ACE own a 11.9%, 7.4% and 6.6% share, respectively, in Valley Forge Corporate Center.
(e)Excludes asset retirement costs and general plant.
Exelon’s, Generation’s, PECO's, BGE's, Pepco's, DPL's and ACE's undivided ownership interests are financed with their funds and all operations are accounted for as if such participating interests were wholly owned facilities. Exelon’s, Generation’s, PECO's, BGE's, Pepco's, DPL's and ACE's share of direct expenses of the jointly owned plants are included in Purchased power and fuel and Operating and maintenance expenses in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income and in Operating and maintenance expenses in PECO's, BGE's, Pepco's,PHI's, DPL's and ACE's Consolidated Statements of Operations and Comprehensive Income.


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Note 9 — Asset Retirement Obligations
10. Intangible
9. Asset Retirement Obligations (All Registrants)
Nuclear Decommissioning Asset Retirement Obligations (Exelon and Generation)
Generation has a legal obligation to decommission its nuclear power plants following the expiration of their operating licenses. To estimate its decommissioning obligation related to its nuclear generating stations for financial accounting and reporting purposes, Generation uses a probability-weighted, discounted cash flow model which, on a unit-by-unit basis, considers multiple outcome scenarios that include significant estimates and assumptions, and are based on decommissioning cost studies, cost escalation rates, probabilistic cash flow models and discount rates. Generation updates its ARO annually unless circumstances warrant more frequent updates, based on its review of updated cost studies and its annual evaluation of cost escalation factors and probabilities assigned to various scenarios. Generation began decommissioning the TMI nuclear plant upon permanently ceasing operations in 2019. See below section for decommissioning of Zion Station.
The financial statement impact for changes in the ARO, on an individual unit basis, due to the changes in and timing of estimated cash flows generally result in a corresponding change in the unit’s ARC within Property, plant and equipment on Exelon’s and Generation’s Consolidated Balance Sheets. If the ARO decreases for a Non-Regulatory Agreement unit without any remaining ARC, the corresponding change is recorded as decrease in Operating and maintenance expense within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income.
The following table provides a rollforward of the nuclear decommissioning ARO reflected in Exelon’s and Generation’s Consolidated Balance Sheets, from January 1, 2018 to December 31, 2019:
Nuclear decommissioning ARO at January 1, 2018$9,662
Accretion expense478
Net decrease due to changes in, and timing of, estimated future cash flows(77)
Costs incurred related to decommissioning plants(58)
Nuclear decommissioning ARO at December 31, 2018 (a) (b)
10,005
Net increase due to changes in, and timing of, estimated future cash flows

864
Sale of Oyster Creek(755)
Accretion Expense479
Costs incurred related to decommissioning plants(89)
Nuclear decommissioning ARO at December 31, 2019 (a)
$10,504
__________
(a)Includes $112 million and $22 million as the current portion of the ARO at December 31, 2019 and 2018, respectively, which is included in Other current liabilities in Exelon’s and Generation’s Consolidated Balance Sheets.
(b)Includes $772 million of ARO related to Oyster Creek which is classified as Liabilities held for sale in Exelon's and Generation's Consolidated Balance Sheets at December 31, 2018. See Note 2 — Mergers, Acquisitions and Dispositions for additional information.
The net $864 million increase in the ARO during 2019 for changes in the amounts and timing of estimated decommissioning cash flows was driven by multiple adjustments throughout the year, some with offsetting impacts. These adjustments primarily include:
An increase of approximately $780 million for changes in the assumed retirement timing probabilities for sites including certain economically challenged nuclear plants and the extension of Peach Bottom’s operating life; and
An increase of approximately $490 million for other impacts that included updated cost escalation rates, primarily for labor, equipment and materials, and current discount rates; partially offset by
Lower estimated costs to decommission TMI, Nine Mile Point, Ginna, Braidwood, Byron and LaSalle nuclear units of approximately $410 million resulting from the completion of updated cost studies.

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The 2019 ARO updates resulted in a decrease of $150 million in Operating and maintenance expense for the year ended December 31, 2019 within Exelon and Generation's Consolidated Statements of Operations and Comprehensive Income. See Note 6—Early Plant Retirements for additional information regarding TMI and economically challenged nuclear plants and Note 3 - Regulatory Matters regarding the Peach Bottom second license renewal.
The net $77 million decrease in the ARO during 2018 for changes in the amounts and timing of estimated decommissioning cash flows was driven by multiple adjustments throughout the year, some with offsetting impacts. These adjustments primarily include:
A decrease of approximately $205 million primarily due to lower estimated costs for the construction of interim spent fuel storage at TMI and a net decrease in estimated costs to decommission Calvert Cliffs, FitzPatrick, Limerick, and Salem nuclear units resulting from the completion of updated cost studies. There was also a decrease due to changes in decommissioning scenarios and their probabilities. These decreases were partially offset by
An increase of approximately $115 million for the impact of the early retirement and the announced pending sale of Oyster Creek which closed on July 1, 2019; and
An increase of approximately $120 million for estimated cost escalation rates, primarily for labor, energy and waste burial costs.
See Note 2 — Mergers, Acquisitions and Dispositions and Note 6—Early Plant Retirements for additional information regarding Oyster Creek.
NDT Funds
NDT funds have been established for each generation station unit to satisfy Generation’s nuclear decommissioning obligations. Generally, NDT funds established for a particular unit may not be used to fund the decommissioning obligations of any other unit.
The NDT funds associated with Generation's nuclear units have been funded with amounts collected from the previous owners and their respective utility customers. PECO is authorized to collect funds, in revenues, for decommissioning the former PECO nuclear plants through regulated rates, and these collections are scheduled through the operating lives of the former PECO plants. The amounts collected from PECO customers are remitted to Generation and deposited into the NDT funds for the unit for which funds are collected. Every five years, PECO files a rate adjustment with the PAPUC that reflects PECO’s calculations of the estimated amount needed to decommission each of the former PECO units based on updated fund balances and estimated decommissioning costs. The rate adjustment is used to determine the amount collectible from PECO customers. On March 31, 2017, PECO filed its Nuclear Decommissioning Cost Adjustment with the PAPUC proposing an annual recovery from customers of approximately $4 million. This amount reflects a decrease from the previously approved annual collection of approximately $24 million primarily due to the removal of the collections for Limerick Units 1 and 2 as a result of the NRC approving the extension of the operating licenses for an additional 20 years. On August 8, 2017, the PAPUC approved the filing and the new rates became effective January 1, 2018.
Any shortfall of funds necessary for decommissioning, determined for each generating station unit, is ultimately required to be funded by Generation, with the exception of a shortfall for the current decommissioning activities at Zion Station, where certain decommissioning activities have been transferred to a third-party (see Zion Station Decommissioning below) and the CENG units, where any shortfall is required to be funded by both Generation and EDF. Generation, through PECO, has recourse to collect additional amounts from PECO customers related to a shortfall of NDT funds for the former PECO units, subject to certain limitations and thresholds, as prescribed by an order from the PAPUC. Generally, PECO, and likewise Generation will not be allowed to collect amounts associated with the first $50 million of any shortfall of trust funds compared to decommissioning costs, as well as 5% of any additional shortfalls, on an aggregate basis for all former PECO units. The initial $50 million and up to 5% of any additional shortfalls would be borne by Generation. No recourse exists to collect additional amounts from utility customers for any of Generation's other nuclear units. With respect to the former ComEd and PECO units, any funds remaining in the NDTs after all decommissioning has been completed are required to be refunded to ComEd’s or PECO’s customers, subject to certain limitations that allow sharing of excess funds with Generation related to the former PECO units. With respect to Generation's other nuclear units, Generation retains any funds remaining after decommissioning. However, in connection with CENG's acquisition of the Nine Mile Point and Ginna plants

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Note 9 — Asset Retirement Obligations

and settlements with certain regulatory agencies, CENG is subject to certain conditions pertaining to NDT funds that, if met, could possibly result in obligations to make payments to certain third parties (clawbacks). For Nine Mile Point and Ginna, the clawback provisions are triggered only in the event that the required decommissioning activities are discontinued or not started or completed in a timely manner. In the event that the clawback provisions are triggered for Nine Mile Point, then, depending upon the triggering event, an amount equal to 50% of the total amount withdrawn from the funds for non-decommissioning activities or 50% of any excess funds in the trust funds above the amounts required for decommissioning (including spent fuel management and decommissioning) is to be paid to the Nine Mile Point sellers. In the event that the clawback provisions are triggered for Ginna, then an amount equal to any estimated cost savings realized by not completing any of the required decommissioning activities is to be paid to the Ginna sellers. Generation expects to comply with applicable regulations and timely commence and complete all required decommissioning activities.
At December 31, 2019 and 2018, Exelon and Generation had NDT funds totaling $13,353 millionand $12,695 million, respectively. The NDT funds included $890 million at December 31, 2018, related to Oyster Creek NDT funds which were classified as Assets (Exelon,held for sale in Exelon's and Generation's Consolidated Balance Sheets. See Note 2 — Mergers, Acquisitions and Dispositions for additional information. The NDT funds include $163 million and $144 million for the current portion of the NDT at December 31, 2019 and 2018, respectively, which are included in Other current assets in Exelon's and Generation's Consolidated Balance Sheets. See Note 23 — Supplemental Financial Information for additional information on activities of the NDT funds.
Accounting Implications of the Regulatory Agreements with ComEd and PECO
Based on the regulatory agreements with the ICC and PAPUC that dictate Generation’s obligations related to the shortfall or excess of NDT funds necessary for decommissioning the former ComEd units on a unit-by-unit basis and the former PECO units in total, decommissioning-related activities net of applicable taxes, including realized and unrealized gains and losses on the NDT funds and accretion of the decommissioning obligation, are generally offset within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. For the former ComEd units, decommissioning-related activities are generally offset within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income as long as the NDT funds are expected to exceed the total estimated decommissioning obligation. For the former PECO units, decommissioning-related activities are generally offset within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income regardless of whether the NDT funds are expected to exceed or fall short of the total estimated decommissioning obligation. The offset of decommissioning-related activities within the Consolidated Statement of Operations and Comprehensive Income results in an equal adjustment to the noncurrent payables to affiliates at Generation. ComEd and PECO have recorded an equal noncurrent affiliate receivable from Generation and corresponding regulatory liability.
Should the expected value of the NDT fund for any former ComEd unit fall below the amount of the expected decommissioning obligation for that unit, the accounting to offset decommissioning-related activities in the Consolidated Statement of Operations and Comprehensive Income for that unit would be discontinued, the decommissioning-related activities would be recognized in the Consolidated Statements of Operations and Comprehensive Income and the adverse impact to Exelon’s and Generation’s financial statements could be material. As of December 31, 2019, the NDT funds of each of the former ComEd units, except for Zion (see Zion Station Decommissioning below), are expected to exceed the related decommissioning obligation for each of the units. For the purposes of making this determination, the decommissioning obligation referred to is different, as described below, from the calculation used in the NRC minimum funding obligation filings based on NRC guidelines.
Any changes to the PECO regulatory agreements could impact Exelon’s and Generation’s ability to offset decommissioning-related activities within the Consolidated Statement of Operations and Comprehensive Income, and the impact to Exelon’s and Generation’s financial statements could be material.
The decommissioning-related activities related to the Non-Regulatory Agreement Units are reflected in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income.
See Note 3 — Regulatory Matters and Note 24 — Related Party Transactions for additional information regarding regulatory liabilities at ComEd and PECO and intercompany balances between Generation, ComEd and PECO PHI, Pepco, DPLreflecting the obligation to refund to customers any decommissioning-related assets in excess of the related decommissioning obligations.

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Note 9 — Asset Retirement Obligations

Zion Station Decommissioning
In 2010, Generation completed an Asset Sale Agreement (ASA) under which ZionSolutions assumed responsibility for decommissioning Zion Station and ACE)Generation transferred to ZionSolutions substantially all the Zion Station’s assets, including the related NDT funds. To reduce the risk of default by ZionSolutions, EnergySolutions has provided a $25 million letter of credit to be used to fund decommissioning costs in the event the NDT assets are insufficient. EnergySolutions and its parent company have also provided a performance guarantee.
GoodwillFollowing ZionSolutions' completion of its contractual obligations and transfer of the NRC license to Generation, Generation will store the SNF at Zion Station until it is transferred to the DOE for ultimate disposal, and will complete all remaining decommissioning activities associated with the SNF dry storage facility.
Generation had retained its obligation for the SNF as well as certain NDT assets to fund its obligation to maintain the SNF at Zion Station until transfer to the DOE and to complete all remaining decommissioning activities for the SNF storage facility. Any shortage of funds necessary to maintain the SNF and decommission the SNF storage facility is ultimately required to be funded by Generation. Any Zion Station NDT funds remaining after the completion of all decommissioning activities will be returned to ComEd customers in accordance with the applicable orders.
NRC Minimum Funding Requirements
NRC regulations require that licensees of nuclear generating facilities demonstrate reasonable assurance that funds will be available in specified minimum amounts to decommission the facility at the end of its life. The estimated decommissioning obligations as calculated using the NRC methodology differ from the ARO recorded in Generation’s and Exelon’s ComEd’sConsolidated Balance Sheets primarily due to differences in the type of costs included in the estimates, the basis for estimating such costs, and PHI's grossassumptions regarding the decommissioning alternatives to be used, potential license renewals, decommissioning cost escalation, and the growth rate in the NDT funds. Under NRC regulations, if the minimum funding requirements calculated under the NRC methodology are less than the future value of the NDT funds, also calculated under the NRC methodology, then the NRC requires either further funding or other financial guarantees.
Key assumptions used in the minimum funding calculation using the NRC methodology at December 31, 2019 include: (1) consideration of costs only for the removal of radiological contamination at each unit; (2) the option on a unit-by-unit basis to use generic, non-site specific cost estimates; (3) consideration of only one decommissioning scenario for each unit; (4) the plants cease operation at the end of their current license lives (with no assumed license renewals for those units that have not already received renewals); (5) the assumption of current nominal dollar cost estimates that are neither escalated through the anticipated period of decommissioning, nor discounted using the CARFR; and (6) assumed annual after-tax returns on the NDT funds of 2% (3% for the former PECO units, as specified by the PAPUC).
In contrast, the key criteria and assumptions used by Generation to determine the ARO and to forecast the target growth in the NDT funds at December 31, 2019 include: (1) the use of site specific cost estimates that are updated at least once every five years; (2) the inclusion in the ARO estimate of all legally unavoidable costs required to decommission the unit (e.g., radiological decommissioning and full site restoration for certain units, on-site spent fuel maintenance and storage subsequent to ceasing operations and until DOE acceptance, and disposal of certain low-level radioactive waste); (3) the consideration of multiple scenarios where decommissioning and site restoration activities, as applicable, are completed under possible scenarios ranging from 10 to 70 years after the cessation of plant operations; (4) the consideration of multiple end of life scenarios; (5) the measurement of the obligation at the present value of the future estimated costs and an annual average accretion of the ARO of approximately 5% through a period of approximately 30 years after the end of the extended lives of the units; and (6) an estimated targeted annual pre-tax return on the NDT funds of 5.4% to 6.5% (as compared to a historical 5-year annual average pre-tax return of approximately 6.7%).
Generation is required to provide to the NRC a biennial report by unit (annually for units that have been retired or are within five years of the current approved license life), based on values as of December 31, addressing Generation’s ability to meet the NRC minimum funding levels. Depending on the value of the trust funds, Generation may be required to take steps, such as providing financial guarantees through letters of credit or parent company guarantees or making additional contributions to the trusts, which could be significant, to ensure that the trusts are adequately funded and that NRC minimum funding requirements are met. As a result, Exelon’s and Generation’s cash flows and financial positions may be significantly adversely affected.

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Note 9 — Asset Retirement Obligations

Generation filed its biennial decommissioning funding status report with the NRC on April 1, 2019 for all units except for Zion Station which is included in a separate report to the NRC submitted by ZionSolutions, LLC. The status report demonstrated adequate decommissioning funding assurance as of December 31, 2018 for all units except for Clinton and Peach Bottom Unit 1. As of February 28, 2019, Clinton demonstrated adequate minimum funding assurance due to market recovery and no further action is required. This demonstration was also included in the April 1, 2019 submittal. As a former PECO plant, financial assurance for decommissioning Peach Bottom Unit 1 is provided by the NDT fund, collections from PECO ratepayers and the ability to adjust those collections in accordance with the approved PAPUC tariff. No additional actions are required aside from the PAPUC filing in accordance with the tariff. See NDT Funds section above for additional information.
Generation will file its next annual decommissioning funding status report with the NRC by March 31, 2020 for shutdown reactors, reactors within five years of shutdown except for Zion Station which is included in a separate report to the NRC submitted by EnergySolutions (see Zion Station Decommissioning above). This report will reflect the status of decommissioning funding assurance as of December 31, 2019 and will include an update for the retirement of TMI in 2019. A shortfall at any unit could necessitate that Exelon post a parental guarantee for Generation's share of the funding assurance. However, the amount of goodwill, accumulated impairment lossesany required guarantee will ultimately depend on the decommissioning approach adopted, the associated level of costs, and carrying amountthe decommissioning trust fund investment performance going forward.
As the future values of goodwilltrust funds change due to market conditions, the NRC minimum funding status of Generation’s units will change. In addition, if changes occur to the regulatory agreement with the PAPUC that currently allows amounts to be collected from PECO customers for decommissioning the former PECO units, the NRC minimum funding status of those plants could change at subsequent NRC filing dates.
Non-Nuclear Asset Retirement Obligations (All Registrants)
Generation has AROs for plant closure costs associated with its fossil and renewable generating facilities, including asbestos abatement, removal of certain storage tanks, restoring leased land to the condition it was in prior to construction of renewable generating stations and other decommissioning-related activities. The Utility Registrants have AROs primarily associated with the abatement and disposal of equipment and buildings contaminated with asbestos and PCBs. See Note 1 — Significant Accounting Policies for additional information on the Registrants’ accounting policy for AROs. 
The following table provides a rollforward of the non-nuclear AROs reflected in the Registrants’ Consolidated Balance Sheets from January 1, 2018 to December 31, 2019:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Non-nuclear AROs at January 1, 2018$384
 $197

$113

$27

$24
 $16
 $3
 $10
 $3
Net increase due to changes in, and timing of, estimated future cash flows(a)
80
 35

7



2
 36
 34
 1
 1
Accretion expense(b)
16
 10
 4
 1
 1
 
 
 
 
Asset divestitures(3) (3) 
 
 
 
 
 
 
Payments(6) (1)
(3)


(2) 
 
 
 
Non-nuclear AROs at December 31, 2018471
 238

121

28

25
 52
 37

11

4
Net (decrease) increase due to changes in, and timing of, estimated future cash flows17
 7

8



(2) 4
 3
 1
 
Development projects2
 2






 
 
 
 
Accretion expense(b)
16
 12

1

1

1
 1
 1
 
 
Asset divestitures(42) (42) 
 
 
 
 
 
 
Payments(4) (1)
(1)
(1)
(1) 
 
 
 
Non-nuclear AROs at December 31, 2019$460
 $216

$129

$28

$23
 $57
 $41

$12

$4

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Note 9 — Asset Retirement Obligations

__________
(a)In 2018, Pepco recorded an increase of $22 million in Operating and maintenance expense primarily related to asbestos identified at its Buzzard Point property as part of an annual ARO study. Buzzard Point is a waterfront property in the District of Columbia occupied by an active substation and former Pepco operated steam plant building, which Pepco retired and closed in 1981.
(b)For ComEd and PECO, the majority of the accretion is recorded as an increase to a regulatory asset due to the associated regulatory treatment.
10. Leases(All Registrants)
Lessee
The Registrants have operating leases for which they are the lessees. The following tables outline the significant types of operating lease at each registrant and other terms and conditions of the lease agreements. The Registrants do not have material finance leases.
ExelonGenerationComEdPECOBGEPHIPepcoDPLACE
Contracted generation
Real estate
Vehicles and equipment
(in years)Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Remaining lease terms1-86 1-36 1-5 1-14 1-86 1-12 1-12 1-12 1-6
Options to extend the term3-30 3-30 5 N/A N/A 3-30 5 3-30 N/A
Options to terminate within1-13 1 3 N/A 2 N/A N/A N/A N/A
The components of lease costs for the year ended December 31, 2019 were as follows:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Operating lease costs$320
 $222
 $3
 $1
 $33
 $48
 $12
 $14
 $7
Variable lease costs300
 282
 2
 
 2
 6
 2
 2
 1
Short-term lease costs19
 19
 
 
 
 
 
 
 
Total lease costs (a)
$639
 $523
 $5
 $1
 $35
 $54
 $14
 $16
 $8
__________
(a)Excludes $51 million, $44 million, $7 million and $7 million of sublease income recorded at Exelon, Generation, PHI and DPL.
The following table presents the Registrants' rental expense under the prior lease accounting guidance for the years ended December 31, 2018 and 2017:
 Exelon 
Generation(a)
 ComEd PECO BGE PHI Pepco DPL ACE
2018$670
 $558
 $7
 $10
 $35
 $48
 $10
 $13
 $8
2017709
 578
 9
 9
 32
 63
 11
 16
 14

__________
(a)Includes contingent operating lease payments associated with contracted generation agreements that are not included in the minimum future operating lease payments above. Payments made under Generation's contracted generation lease agreements totaled $493 million and $508 million during 2018 and 2017, respectively.


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Note 10 — Leases

The following table provides additional information regarding the presentation of operating ROU assets and lease liabilities within the Registrants’ Consolidated Balance Sheets as of December 31, 2019:
 
Exelon(a)
 
Generation(a)
 ComEd PECO BGE PHI Pepco DPL ACE
Operating lease ROU assets                 
Other deferred debits and other assets$1,305
 $895
 $9
 $2
 $77
 $273
 $56
 $63
 $18
                  
Operating lease liabilities                 
Other current liabilities225
 157
 3
 
 32
 31
 6
 9
 4
Other deferred credits and other liabilities1,307
 925
 8
 1
 50
 254
 51
 65
 14
Total operating lease liabilities$1,532
 $1,082
 $11
 $1
 $82
 $285
 $57
 $74
 $18
__________
(a)Exelon's and Generation's operating ROU assets and lease liabilities include $515 million and $664 million, respectively, related to contracted generation.
The weighted average remaining lease terms, in years, and discount rates for operating leases as of December 31, 2019 were as follows:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Remaining lease term10.1
 10.6
 4.6
 4.4
 5.4
 9.0
 9.8
 9.7
 4.7
Discount rate4.6% 4.8% 3.0% 3.2% 3.6% 4.2% 4.0% 4.0% 3.6%

Future minimum lease payments for operating leases as of December 31, 2019 were as follows:
YearExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
2020$287
 $203
 $3
 $
 $34
 $42
 $8
 $11
 $5
2021243
 162
 4
 1
 31
 41
 8
 11
 4
2022177
 113
 2
 
 16
 38
 8
 10
 4
2023145
 100
 1
 
 1
 37
 7
 9
 3
2024140
 97
 1
 
 
 35
 5
 9
 2
Remaining years976
 741
 1
 
 18
 153
 34
 41
 2
Total1,968
 1,416
 12
 1
 100
 346
 70
 91
 20
Interest436
 334
 1
 
 18
 61
 13
 17
 2
Total operating lease liabilities$1,532
 $1,082
 $11
 $1
 $82
 $285
 $57
 $74
 $18


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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 10 — Leases
 Balance at January 1, 2017 Impairment losses Balance at December 31, 2017 Impairment losses Balance at December 31, 2018
Exelon         
Gross amount$8,660
 $
 $8,660
 $
 $8,660
Accumulated impairment loss1,983
 
 1,983
 
 1,983
Carrying amount6,677
 
 6,677
 
 6,677
ComEd(a)
        
Gross amount4,608
 
 4,608
 
 4,608
Accumulated impairment loss1,983
 
 1,983
 
 1,983
Carrying amount2,625
 
 2,625
 
 2,625
PHI(b)
         
Gross amount4,005
 
 4,005
 
 4,005
Carrying amount4,005
 
 4,005
 
 4,005

Future minimum lease payments for operating leases under the prior lease accounting guidance as of December 31, 2018 were as follows:

 
Exelon(a)(b)
 
Generation(a)(b)
 
ComEd(a)(c)
 
PECO(a)(c)
 
BGE(a)(c)(d)(e)
 
PHI(a)
 
Pepco(a)
 
DPL(a)(c)
 
ACE(a)
2019$140
 $33
 $7
 $5
 $35
 $48
 $11
 $14
 $7
2020149
 46
 5
 5
 35
 46
 10
 13
 6
2021143
 46
 4
 5
 33
 43
 9
 12
 5
2022126
 47
 4
 5
 18
 42
 8
 12
 5
202397
 46
 3
 5
 3
 39
 8
 10
 4
Remaining years723
 545
 
 
 19
 159
 40
 35
 5
Total minimum future lease payments$1,378
 $763
 $23
 $25
 $143
 $377
 $86
 $96
 $32
__________
(a)Includes amounts related to shared use land arrangements.
(b)Excludes Generation’s contingent operating lease payments associated with contracted generation.
(c)Amounts related to certain real estate leases and railroad licenses effectively have indefinite payment periods. As a result, ComEd, PECO, BGE and DPL have excluded these payments from the remaining years as such amounts would not be meaningful. ComEd's, PECO’s, BGE’s and DPL's average annual obligation for these arrangements, included in each of the years 2019 - 2023, was $3 million, $5 million, $1 million and $1 million respectively. Also includes amounts related to shared use land arrangements.
(d)Includes all future lease payments on a 99-year real estate lease that expires in 2106.
(e)The BGE column above includes minimum future lease payments associated with a 6-year lease for the Baltimore City conduit system that became effective during the fourth quarter of 2016. BGE's total commitments under the lease agreement are $26 million, $28 million, $28 million and $14 million related to years 2019 - 2022, respectively.
Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2019 were as follows:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Operating cash flows from operating leases$287
 $206
 $3
 $
 $33
 $37
 $9
 $6
 $5

ROU assets obtained in exchange for lease obligations for the year ended December 31, 2019 were as follows:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Operating leases$52
 $14
 $6
 $
 $2
 $(3) $(1) $(2) $(1)

Lessor
The Registrants have operating leases for which they are the lessors. The following tables outline the significant types of leases at each registrant and other terms and conditions of their lease agreements.
ExelonGenerationComEdPECOBGEPHIPepcoDPLACE
Contracted generation
Real estate
(in years)ExelonGenerationComEdPECOBGEPHIPepcoDPLACE
Remaining lease terms1-831-321-171-83231-131-612-131-2
Options to extend the term1-791-55-795-50N/A5N/AN/AN/A

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

Note 10 — Leases

The components of lease income for the year ended December 31, 2019 were as follows:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Operating lease income$54
 $47
 $
 $
 $
 $5
 $
 $4
 $
Variable lease income$261
 $258
 $
 $
 $
 $3
 $
 $3
 $

Future minimum lease payments to be recovered under operating leases as of December 31, 2019 were as follows:
YearExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
2020$51
 $46
 $
 $
 $
 $4
 $
 $3
 $
202151
 45
 
 
 
 4
 1
 3
 
202250
 45
 
 
 
 4
 
 3
 
202349
 44
 
 
 
 5
 
 4
 
202448
 44
 
 
 
 4
 
 4
 
Remaining years265
 226
 1
 3
 1
 34
 
 34
 
Total$514
 $450
 $1
 $3
 $1
 $55
 $1
 $51
 $��

11. Asset Impairments (Exelon, Generation and PHI)
The Registrants evaluate the carrying value of long-lived assets or asset groups for recoverability whenever events or changes in circumstances indicate that the carrying value of those assets may not be recoverable. Indicators of impairment may include a deteriorating business climate, including, but not limited to, declines in energy prices, condition of the asset, specific regulatory disallowance, or plans to dispose of a long-lived asset significantly before the end of its useful life. The Registrants determine if long-lived assets or asset groups are impaired by comparing the undiscounted expected future cash flows to the carrying value. When the undiscounted cash flow analysis indicates a long-lived asset or asset group is not recoverable, the amount of the impairment loss is determined by measuring the excess of the carrying amount of the long-lived asset or asset group over its fair value. The fair value analysis is primarily based on the income approach using significant unobservable inputs (Level 3) including revenue and generation forecasts, projected capital and maintenance expenditures and discount rates. A variation in the assumptions used could lead to a different conclusion regarding the recoverability of an asset or asset group and, thus, could potentially result in material future impairments of the Registrant's long-lived assets.
Equity Method Investments in Certain Distributed Energy Companies (Exelon and Generation)
In the third quarter of 2019, Generation’s equity method investments in certain distributed energy companies were fully impaired due to an other-than-temporary decline in market conditions and underperforming projects. Exelon and Generation recorded a pre-tax impairment charge of $164 million in Equity in losses of unconsolidated affiliates and an offsetting pre-tax $96 million in Net income attributable to noncontrolling interests in their Consolidated Statements of Operations and Comprehensive Income. As a result, Generation accelerated the amortization of investment tax credits associated with these companies and Exelon and Generation recorded a benefit of $46 million in Income taxes. The impairment charge and the accelerated amortization of investment tax credits resulted in a net $15 million decrease to Exelon’s and Generation’s earnings. See Note 22 — Variable Interest Entities for additional information.
Antelope Valley Solar Facility (Exelon and Generation)
Generation’s Antelope Valley, a 242 MW solar facility in Lancaster, CA, sells all of its output to PG&E through a PPA. As of December 31, 2019, Generation had approximately $725 million of net long-lived assets related to Antelope Valley. As a result of the PG&E bankruptcy filing in the first quarter of 2019, Generation completed a comprehensive review of Antelope Valley's estimated undiscounted future cash flows and no impairment charge was recorded. Significant changes in assumptions such as the likelihood of the PPA being rejected as part of the bankruptcy proceedings could potentially result in future impairments of Antelope Valley’s net long-lived assets, which could be material.
Antelope Valley is a wholly owned indirect subsidiary of EGR IV, which had approximately $1,893 million of additional net long-lived assets as of December 31, 2019. EGR IV is a wholly owned indirect subsidiary of Exelon and Generation and includes Generation's interest in EGRP and other projects with non-controlling interests. To date, there have been no indicators to suggest that the carrying amount of other net long-lived assets of EGR IV may not be recoverable.
Generation will continue to monitor the bankruptcy proceedings for any changes in circumstances that may indicate the carrying amount of the net long-lived assets of Antelope Valley or other long-lived assets of EGR IV may not be recoverable.
See Note 16 — Debt and Credit Agreements for additional information on the PG&E bankruptcy.
New England Asset Group (Exelon and Generation)
During the first quarter of 2018, Mystic Unit 9 did not clear in the ISO-NE capacity auction for the 2021 - 2022 planning year. On March 29, 2018, Generation notified ISO-NE of the early retirement of its Mystic Generating Station's Units 7, 8, 9 and the Mystic Jet Unit (Mystic Generating Station assets) absent regulatory reforms. These events suggested that the carrying value of its New England asset group may be impaired. Generation completed a comprehensive review of the estimated undiscounted future cash flows of the New England asset group and no impairment charge was required. Further developments such as the failure of ISO-NE to adopt long-term solutions for reliability and fuel security could potentially result in material future impairments of the New England asset group. See Note 6 — Early Plant Retirements for additional information.
District of Columbia Sponsorship (Exelon and PHI)
In the third quarter of 2015, PHI entered into a sponsorship agreement with the District of Columbia for future sponsorship rights associated with public property within the District of Columbia, which Exelon and PHI had recorded as a finite-lived intangible asset as of December 31, 2016. The specific sponsorship rights were to be determined through future negotiations. In the fourth quarter of 2017, based upon the lack of available sponsorship opportunities at that time, the asset was written off and a pre-tax impairment charge of $25 million was recorded within Operating and maintenance expense in Exelon’s and PHI's Consolidated Statements of Operations and Comprehensive Income.
ExGen Texas Power (Exelon and Generation)
On May 2, 2017, EGTP entered into a consent agreement with its lenders to initiate the sale of the assets of its wholly owned subsidiaries. As a result, Exelon and Generation classified certain of EGTP's assets and liabilities as held for sale at their respective fair values less costs to sell and recorded a pre-tax impairment charge in 2017 of $460 million within Operating and maintenance expense in their Consolidated Statements of Operations and Comprehensive Income. On November 7, 2017, EGTP and its wholly owned subsidiaries filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware and, as a result, Exelon and Generation deconsolidated EGTP's assets and liabilities from their consolidated financial statements. See Note 2 — Mergers, Acquisitions and Dispositions for additional information.
12. Intangible Assets (Exelon, Generation, ComEd, PHI, Pepco, DPL and ACE)
Goodwill
The following table presents the gross amount of goodwill, accumulated impairment loss and carrying amount of goodwill of Exelon, ComEd and PHI as of December 31, 2019 and 2018. There were no additions, impairments or measurement period adjustments during the years ended December 31, 2019 and 2018.
 Gross amount Accumulated impairment loss Carrying amount
Exelon$8,660
 $1,983
 $6,677
ComEd(a)
4,608
 1,983
 2,625
PHI(b)
4,005
 
 4,005

__________
(a)Reflects goodwill recorded in 2000 from the PECO/Unicom merger (predecessor parent company of ComEd).
(b)Reflects goodwill recorded in 2016 from the PHI merger.
Goodwill is not amortized, but is subject to an assessment for impairment at least annually, or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of ComEd's and PHI's reporting units below their carrying amounts. A reporting unit is an operating segment or one level below an operating segment (known as a component) and is the level at which goodwill is tested for impairment. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and its operating results are regularly reviewed by segment management. ComEd has a single operating segment. PHI's operating segments are Pepco, DPL and ACE. See Note 245 — Segment Information for additional information. There is no level below these operating segments for which operating results are regularly reviewed by segment management. Therefore, the ComEd, Pepco, DPL and ACE operating segments are also considered reporting units for goodwill impairment testing purposes. Exelon's and ComEd's $2.6 billion of goodwill has been assigned entirely to the ComEd reporting unit. PHI identified an error related to the allocation of goodwill to its reporting units in 2016unit, while performing the 2018 annual impairment assessment. As revised in 2018, Exelon's and PHI's $4$4.0 billion of goodwill has been assigned to the Pepco, DPL and ACE reporting units in the amounts of $2.1 billion, $1.4 billion and $0.5 billion, respectively, an increase (decrease) of $0.4 billion, $0.3 billion, and $(0.7) billion for Pepco, DPL and ACE, respectively, from the originally reported amounts. This error did not result in a change to the total amount of goodwill recorded at PHI nor would it have resulted in an impairment of PHI's goodwill in 2016 or 2017. Therefore, management has concluded that the error is not material to the previously issued financial statements.respectively.
Entities assessing goodwill for impairment have the option of first performing a qualitative assessment to determine whether a quantitative assessment is necessary. In performing aAs part of the qualitative assessment, entities should assess,assessments, Exelon, ComEd and PHI evaluate, among other things, macroeconomicmanagement's best estimate of projected operating and capital cash flows for their businesses, outcomes of recent regulatory proceedings, changes in certain market conditions, industryincluding the discount rate and market considerations, overall financial performance, cost factorsregulated utility peer EBITDA multiples, and entity-specific events. If an entity determines, on the basispassing margin from their last quantitative assessments

280

Table of qualitative factors, that the fair value of the reporting unit is more likely than not greater than the carrying amount, no further testing is required.Contents
Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 12 — Intangible Assets

performed. If an entity bypasses the qualitative assessment, or performs the qualitative assessment but determines that it is more likely than not that its fair value is less than its carrying amount, a quantitative two-step, fair value-based test is performed. Exelon's, ComEd's and PHI's accounting policy is to perform a quantitative test of goodwill at least once every three years. The first step in the quantitative test compares the fair value of the reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the second step is performed. The second step requires an allocation of fair value to the individual assets and liabilities using purchase price allocation authoritative guidance in order to determine the implied fair value of goodwill. If the implied

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

fair value of goodwill is less than the carrying amount, an impairment loss is recorded as a reduction to goodwill and a charge to operating expense.
Application of the goodwill impairment test requires management judgment, including the identification of reporting units and determining the fair value of the reporting unit, which management estimates using a weighted combination of a discounted cash flow analysis and a market multiples analysis. Significant assumptions used in these fair value analyses include discount and growth rates, utility sector market performance and transactions, projected operating and capital cash flows for ComEd's, Pepco's, DPL's and ACE's businesses and the fair value of debt. In applying the second step, (if needed),if needed, management must estimate the fair value of specific assets and liabilities of the reporting unit.
20182019 and 20172018 Goodwill Impairment Assessment. ComEd and PHI qualitatively determined that it was more likely than not that the fair values of their reporting units exceeded their carrying values and, therefore, did not perform quantitative assessments as of November 1, 20182019 and 20172018 for ComEd and as of November 1, 20172019 for PHI. As part of their qualitative assessments, ComEd and PHI evaluated, among other things, management’s best estimate of projected operating and capital cash flows for their businesses, outcomes of recent regulatory proceedings, changes in certain market conditions, including the discount rate and regulated utility peer company EBITDA multiples, while also considering, the passing margin from theirThe last quantitative assessments performed were as of November 1, 2016.
As a result of the reallocation of goodwill to PHI’s reporting units as discussed above, as of2016 for ComEd and November 1, 2018 for PHI.
PHI performed a quantitative test for its 2018 annual goodwill impairment assessment.assessment as of November 1, 2018. The first step of the test comparing the estimated fair values of the Pepco, DPL and ACE reporting units to their carrying values, including goodwill, indicated no impairments of goodwill; therefore, no second step was required.
While the annual assessments indicated no impairments, certain assumptions used to estimate reporting unit fair values are highly sensitive to changes. Adverse regulatory actions or changes in significant assumptions could potentially result in future impairments of Exelon's, ComEd's and PHI’s goodwill, which could be material. Based on the results of the annuallast quantitative goodwill test performed, as of November 1, 2016 and November 1, 2018 for ComEd and PHI, respectively, the estimated fair values of the ComEd, Pepco, DPL and ACE reporting units would have needed to decrease by more than 30%, 30%, 20% and 30%, respectively, for ComEd and PHI to fail the first step of their respective impairment tests.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Other Intangible Assets and Liabilities
Exelon’s, Generation’s, ComEd’s and PHI's other intangible assets and liabilities, included in Unamortized energy contract assets and liabilities and Other deferred debits and other assets in their Consolidated Balance Sheets, consisted of the following as of December 31, 20182019 and 2017:
  December 31, 2018 December 31, 2017
  Gross Accumulated Amortization Net Gross Accumulated Amortization Net
Generation     
     
Unamortized Energy Contracts(b)
 1,957
 (1,588) 369
 1,938
 (1,574) 364
Customer Relationships 325
 (162) 163
 305
 (133) 172
Trade Name 243
 (171) 72
 243
 (148) 95
ComEd     
     
Chicago Settlement Agreements(c)
 162
 (148) 14
 162
 (141) 21
PHI     
     
Unamortized Energy Contracts(b)
 (1,515) 954
 (561) (1,515) 766
 (749)
Exelon Corporate            
Software License(a)
 95
 (34) 61
 95
 (25) 70
Exelon $1,267
 $(1,149) $118
 $1,228
 $(1,255) $(27)
__________
(a)On May 31, 2015, Exelon entered into a long-term software license agreement.  Exelon is required to make payments starting August 2015 through May 2024.2018. The intangible asset recognized as a result of these payments is being amortized on a straight-line basis over the contract term.
(b)Includes unamortized energy contract assets and liabilities in Exelon's, Generations and PHI's Consolidated Balance Sheets.
(c)In March 1999 and February 2003, ComEd entered into separate agreements with the City of Chicago and Midwest Generation, LLC. Under the terms of the settlement, ComEd agreed to make payments to the City of Chicago. The intangible asset recognized as a result of the settlement agreement is being amortized ratably over the remaining term of the City of Chicago franchise agreement.
The following table summarizes the estimated future amortization expense related to intangible assets and liabilities asshown below are amortized on a straight line basis, except for unamortized energy contracts which are amortized in relation to the expected realization of December 31, 2018:the underlying cash flows:
  December 31, 2019 December 31, 2018
  Gross Accumulated Amortization Net Gross Accumulated Amortization Net
Generation     
     
Unamortized Energy Contracts 1,967
 (1,612) 355
 1,957
 (1,588) 369
Customer Relationships 343
 (190) 153
 325
 (162) 163
Trade Name 243
 (193) 50
 243
 (171) 72
ComEd     
     
Chicago Settlement Agreements 162
 (155) 7
 162
 (148) 14
PHI     
     
Unamortized Energy Contracts (1,515) 1,073
 (442) (1,515) 954
 (561)
Exelon Corporate            
Software License 95
 (44) 51
 95
 (34) 61
Exelon $1,295
 $(1,121) $174
 $1,267
 $(1,149) $118



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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 12 — Intangible Assets
For the Years Ending December 31, Exelon Generation ComEd PHI
2019 $(32) $70
 $7
 $(119)
2020 (20) 78
 7
 (115)
2021 (4) 78
 
 (92)
2022 (23) 56
 
 (89)
2023 (21) 50
 
 (81)

The following table summarizes the amortization expense related to intangible assets and liabilities for each of the years ended December 31, 2019, 2018 2017 and 2016:2017:
For the Years Ended December 31, 
Exelon (a)(b)
 
Generation (a)
 ComEd 
PHI(b)
 
Exelon (a)(b)
 
Generation (a)
 ComEd 
PHI(b)
2019 $(28) $74
 $7
 $(119)
2018 $(109) $63
 $7
 $(188) (109) 63
 7
 (188)
2017 (237) 83
 7
 (336) (237) 83
 7
 (336)
2016 (336) 79
 7
 (430)
__________
(a)At Exelon and Generation, amortization of unamortized energy contracts totaling $14$21 million, $35$14 million and $35 million for the years ended December 31, 2019, 2018 2017 and 2016,2017, respectively, was recorded in Operating revenues or Purchased power and fuel expense in their Consolidated Statements of Operations and Comprehensive Income.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

(b)At Exelon and PHI, amortization of the unamortized energy contract fair value adjustment amounts and the corresponding offsetting regulatory asset and liability amounts are amortized through Purchased power and fuel expense in their Consolidated Statements of Operations and Comprehensive Income.
Acquired Intangible Assets and Liabilities
Business combinations requireThe following table summarizes the acquirerestimated future amortization expense related to separately recognize identifiable intangible assets in the application of purchase accounting.
Unamortized Energy Contracts. Unamortized energy contract assets and liabilities represent the remaining unamortized fair value of non-derivative energy contracts that Exelon and Generation have acquired. The valuation of unamortized energy contracts was estimated by applying either the market approach or the income approach depending on the nature of the underlying contract. The market approach was utilized when prices and other relevant information generated by market transactions involving comparable transactions were available. Otherwise, the income approach, which is based upon discounted projected future cash flows associated with the underlying contracts, was utilized. The fair value is based upon certain unobservable inputs, which are considered Level 3 inputs, pursuant to applicable authoritative guidance. Key estimates and inputs include forecasted power and fuel prices and the discount rate. The Exelon Wind unamortized energy contracts are amortized on a straight-line basis over the period in which the associated contract revenues are recognized as a decrease in Operating revenues within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. In the case of Antelope Valley, Constellation, CENG, Integrys and ConEdison, the fair value amounts are amortized over the life of the contract in relation to the present value of the underlying cash flows as of the acquisition dates through either Operating revenues or Purchased power and fuel expense within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. At PHI, offsetting regulatory assets or liabilities were also recorded. The unamortized energy contract assets and liabilities and any corresponding regulatory assets or liabilities, respectively, are amortized over the life of the contract in relation to the expected realization of the underlying cash flows.December 31, 2019:
Customer Relationships. The customer relationship intangibles were determined based on a “multi-period excess method” of the income approach. Under this method, the intangible asset’s fair value is determined to be the estimated future cash flows that will be earned on the current customer base, taking into account expected contract renewals based on customer attrition rates and costs to retain those customers. The fair value is based upon certain unobservable inputs, which are considered Level 3 inputs, pursuant to applicable authoritative guidance.  Key assumptions include the customer attrition rate and the discount rate. The authoritative guidance requires that customer-based intangibles be amortized over the period expected to be benefited using the pattern of economic benefit.  The amortization of the customer relationships recorded in Depreciation and amortization expense within Exelon's and Generation's Consolidated Statements of Operations and Comprehensive Income.
For the Years Ending December 31, Exelon Generation ComEd PHI
2020 $(13) $85
 $7
 $(115)
2021 2
 84
 
 (92)
2022 (21) 58
 
 (89)
2023 (18) 53
 
 (81)
2024 22
 50
 
 (38)
Trade Name. The Constellation trade name intangible was determined based on the relief from royalty method of income approach whereby fair value is determined to be the present value of the license fees avoided by owning the assets. The fair value is based upon certain unobservable inputs, which are considered Level 3 inputs, pursuant to applicable authoritative guidance. Key assumptions include the hypothetical royalty rate and the discount rate. The Constellation trade name intangible is amortized on a straight-line basis over a period of 10 years. The amortization of the trade name is recorded in Depreciation and amortization expense within Exelon's and Generation's Consolidated Statements of Operations and Comprehensive Income.
Renewable Energy Credits (Exelon and Alternative Energy Credits (Exelon, Generation, PECO, PHI, DPL and ACE)Generation)
Exelon’s and Generation’s PECO's, PHI's, DPL's and ACE's other intangible assets,RECs are included in Other current assets and Other deferred debits and other assets in the Consolidated Balance Sheets, include RECs (Exelon, Generation, PHI, DPL and ACE) and AECs (Exelon and PECO).Sheets. Purchased RECs are recorded at cost on the date they are purchased. The cost of RECs purchased on a stand-alone basis is based on the transaction price, while the cost of RECs acquired through PPAs represents the difference between the total contract price and the market price of energy at contract inception. Generally, revenue for RECs that are sold to a counterparty under a contract that specifically identifies a power plant is recognized at a point in time when the power is produced. This includes both bundled and unbundled REC sales. Otherwise, the revenue is recognized upon physical transfer of the REC to the customer.

The following table presents the current and noncurrent Renewable Energy Credits as of December 31, 2019 and 2018:
 As of December 31, 2019 As of December 31, 2018
 Exelon Generation Exelon Generation
Current REC's345
 336
 279
 270
Noncurrent REC's86
 86
 52
 52


282

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 13 — Income Taxes
The
13. Income Taxes (All Registrants)
Components of Income Tax Expense or Benefit
Income tax expense (benefit) from continuing operations is comprised of the following table summarizes the current and noncurrent Renewable and Alternative Energy Credits as of December 31, 2018 and 2017:components:
 As of December 31, 2018
 Exelon Generation PECO PHI DPL ACE
Current AEC's$2
 $
 $2
 $
 $
 $
Current REC's279
 270
 
 9
 8
 1
Noncurrent REC's52
 52
 
 
 
 
 As of December 31, 2017
 Exelon Generation PECO PHI DPL ACE
Current AEC's$1
 $
 $1
 $
 $
 $
Current REC's321
 312
 
 9
 8
 1
Noncurrent REC's27
 27
 
 
 
 
11. Fair Value of Financial Assets and Liabilities (All Registrants)
Fair Value of Financial Liabilities Recorded at the Carrying Amount
The following tables present the carrying amounts and fair values of the Registrants’ short-term liabilities, long-term debt, SNF obligation, and trust preferred securities (long-term debt to financing trusts or junior subordinated debentures) as of December 31, 2018 and 2017:
Exelon
 For the Year Ended December 31, 2019
  Exelon  Generation ComEd PECO BGE PHI Pepco DPL ACE
Included in operations:                 
Federal                 
Current$85
 $147
 $59
 $45
 $(51) $43
 $16
 $29
 $(3)
Deferred489
 346
 15
 20
 95
 (34) (6) (21) (6)
Investment tax credit amortization(72) (69) (2) 
 
 (1) 
 
 
State                 
Current5
 10
 (5) 
 
 3
 
 
 
Deferred267
 82
 96
 
 35
 27
 6
 14
 9
Total$774
 $516
 $163
 $65
 $79
 $38
 $16
 $22
 $
 December 31, 2018
 Carrying
Amount
 Fair Value
 Level 1 Level 2 Level 3 Total
Short-term liabilities$714
 $

$714

$
 $714
Long-term debt (including amounts due within one year)(a)
35,424
 

33,711

2,158
 35,869
Long-term debt to financing trusts(b)
390
 



400
 400
SNF obligation1,171
 

949


 949
 For the Year Ended December 31, 2018
  Exelon  Generation ComEd PECO BGE PHI Pepco DPL ACE
Included in operations:                 
Federal                 
Current$226
 $337
 $(63) $11
 $(5) $(4) $28
 $(3) $(14)
Deferred(99) (347) 145
 10
 47
 23
 (22) 13
 18
Investment tax credit amortization(24) (21) (2) 
 
 (1) 
 
 
State                 
Current(1) 6
 (29) 1
 
 7
 
 
 
Deferred16
 (83) 117
 (16) 32
 8
 5
 12
 8
Total$118
 $(108) $168
 $6
 $74
 $33
 $11
 $22
 $12
 For the Year Ended December 31, 2017
  Exelon  Generation ComEd PECO BGE PHI Pepco DPL ACE
Included in operations:                 
Federal                 
Current$194
 $584
 $(191) $71
 $74
 $(60) $(20) $(24) $(12)
Deferred(470) (2,005) 523
 28
 101
 251
 115
 82
 34
Investment tax credit amortization(25) (21) (2) 
 (1) (1) 
 
 
State                
Current14
 65
 (49) 14
 (5) (4) (2) 
 
Deferred161
 1
 136
 (9) 49
 31
 12
 13
 4
Total$(126) $(1,376) $417
 $104
 $218
 $217
 $105
 $71
 $26


283

 December 31, 2017
 
Carrying
Amount
 Fair Value
 Level 1 Level 2 Level 3 Total
Short-term liabilities$929
 $
 $929
 $
 $929
Long-term debt (including amounts due within one year)(a)
34,264
 
 34,735
 1,970
 36,705
Long-term debt to financing trusts(b)
389
 
 
 431
 431
SNF obligation1,147
 
 936
 
 936

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 13 — Income Taxes
Generation
Rate Reconciliation
The effective income tax rate from continuing operations varies from the U.S. federal statutory rate principally due to the following:
 December 31, 2018
 
Carrying
Amount
 Fair Value
 Level 1 Level 2 Level 3 Total
Long-term debt (including amounts due within one year)(a)
$8,793
 $

$7,467

$1,443
 $8,910
SNF obligation1,171
 

949


 949
 For the Year Ended December 31, 2019
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
U.S. Federal statutory rate21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 %
Increase (decrease) due to:                 
State income taxes, net of Federal income tax benefit5.4
 3.8
 8.5
 
 6.4
 4.7
 2.0
 6.8
 7.0
Qualified NDT fund income5.9
 12.3
 
 
 
 
 
 
 
Amortization of investment tax credit, including deferred taxes on basis difference(1.5) (3.0) (0.2) 
 (0.1) (0.2) (0.1) (0.2) (0.3)
Plant basis differences(1.4) 
 
 (7.2) (1.2) (1.2) (1.8) (0.4) (0.7)
Production tax credits and other credits(3.1) (4.8) (1.2) 
 (1.3) (0.2) (0.1) 
 (0.1)
Noncontrolling interests(0.6) (1.2) 
 
 
 
 
 
 
Excess deferred tax amortization(5.5) 
 (9.7) (2.8) (6.8) (17.5) (15.1) (14.2) (27.0)
Other(0.8) (1.2) 0.8
 
 
 0.8
 0.3
 
 0.1
Effective income tax rate19.4 % 26.9 % 19.2 % 11.0 % 18.0 % 7.4 % 6.2 % 13.0 %  %
 December 31, 2017
 
Carrying
Amount
 Fair Value
 Level 1 Level 2 Level 3 Total
Short-term liabilities$2
 $
 $2
 $
 $2
Long-term debt (including amounts due within one year)(a)
8,990
 
 7,839
 1,673
 9,512
SNF obligation1,147
 
 936
 
 936
 For the Year Ended December 31, 2018
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
U.S. Federal statutory rate21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 %
Increase (decrease) due to:                 
State income taxes, net of Federal income tax benefit0.5
 (16.6) 8.3
 (2.6) 6.6
 2.9
 2.0
 6.7
 7.4
Qualified NDT fund income(1.9) (11.8) 
 
 
 
 
 
 
Amortization of investment tax credit, including deferred taxes on basis difference(1.2) (6.5) (0.2) (0.1) (0.1) (0.2) (0.1) (0.3) (0.4)
Plant basis differences(3.5) 
 (0.2) (14.1) (1.3) (1.6) (2.8) (0.3) (0.5)
Production tax credits and other credits(2.2) (13.5) 
 
 
 
 
 
 
Noncontrolling interests(1.0) (6.1) 
 
 
 
 
 
 
Excess deferred tax amortization(8.3) 
 (9.1) (3.2) (8.0) (14.8) (15.3) (12.0) (14.9)
Tax Cuts and Jobs Act of 20170.9
 2.7
 (0.1) 
 
 0.1
 
 
 
Other1.0
 1.3
 0.5
 0.3
 0.9
 0.4
 0.3
 0.4
 1.2
Effective income tax rate5.3 % (29.5)% 20.2 % 1.3 % 19.1 % 7.8 % 5.1 % 15.5 % 13.8 %
ComEd
284
 December 31, 2018
 
Carrying
Amount
 Fair Value
 Level 1 Level 2 Level 3 Total
Long-term debt (including amounts due within one year)(a)
$8,101
 $

$8,390

$
 $8,390
Long-term debt to financing trusts(b)
205
 



209
 209

 December 31, 2017
 
Carrying
Amount
 Fair Value
 Level 1 Level 2 Level 3 Total
Long-term debt (including amounts due within one year)(a)
$7,601
 $
 $8,418
 $
 $8,418
Long-term debt to financing trusts(b)
205
 
 
 227
 227
PECO
 December 31, 2018
 
Carrying
Amount
 Fair Value
 Level 1 Level 2 Level 3 Total
Long-term debt (including amounts due within one year)(a)
$3,084
 $

$3,157

$50
 $3,207
Long-term debt to financing trusts184
 



191
 191
 December 31, 2017
 
Carrying
Amount
 Fair Value
 Level 1 Level 2 Level 3 Total
Long-term debt (including amounts due within one year)(a)
$2,903
 $
 $3,194
 $
 $3,194
Long-term debt to financing trusts184
 
 
 204
 204

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 13 — Income Taxes
BGE
 December 31, 2018
 
Carrying
Amount
 Fair Value
 Level 1 Level 2 Level 3 Total
Short-term liabilities$35
 $

$35

$
 $35
Long-term debt (including amounts due within one year)(a)
2,876
 

2,950


 2,950
 For the Year Ended December 31, 2017
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
U.S. Federal statutory rate35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 %
Increase (decrease) due to:                 
State income taxes, net of Federal income tax benefit2.2
 2.9
 5.7
 0.6
 5.4
 4.8
 3.1
 5.4
 5.6
Qualified NDT fund income3.8
 9.9
 
 
 
 
 
 
 
Amortization of investment tax credit, including deferred taxes on basis difference(0.9) (2.1) (0.2) (0.1) (0.1) (0.2) (0.1) (0.2) (0.4)
Plant basis differences(a)
(1.7) 
 0.3
 (13.8) 0.1
 1.1
 (0.4) 2.0
 3.6
Production tax credits and other credits(1.8) (4.7) 
 
 
 
 
 
 
Like-kind exchange(1.2) 
 1.3
 
 
 
 
 
 
Merger expenses(3.6) (1.2) 
 
 
 (9.6) (6.4) (7.8) (19.8)
FitzPatrick bargain purchase gain(2.2) (5.6) 
 
 
 
 
 
 
Tax Cuts and Jobs Act of 2017(b)
(33.1) (128.3) 0.1
 (2.3) 0.9
 6.4
 2.8
 2.5
 1.6
Other0.2
 (0.5) 0.2
 (0.1) 0.2
 0.5
 0.7
 0.1
 (0.4)
Effective income tax rate(3.3)% (94.6)% 42.4 % 19.3 % 41.5 %
38.0 % 34.7 %
37.0 %
25.2 %

 December 31, 2017
 
Carrying
Amount
 Fair Value
 Level 1 Level 2 Level 3 Total
Short-term liabilities$77
 $
 $77
 $
 $77
Long-term debt (including amounts due within one year)(a)
2,577
 
 2,825
 
 2,825
__________
(a)Includes the charges related to the transmission-related income tax regulatory asset for Exelon, ComEd, BGE, PHI, Pepco, DPL and ACE of $35 million, $3 million, $5 million, $27 million, $14 million, $6 million and $7 million, respectively. See Note 3 - Regulatory Matters for additional information.
(b)As a result of TCJA, Generation recorded a net decrease to income tax expense, while the Utility Registrants recorded corresponding regulatory liabilities or assets to the extent such amounts are probable of settlement or recovery through customer rates and an adjustment to income tax expense for all other amounts.
PHI
285
 December 31, 2018
 Carrying Amount Fair Value
  Level 1 Level 2 Level 3 Total
Short-term liabilities$179
 $
 $179
 $
 $179
Long-term debt (including amounts due within one year)(a)
6,259
 
 5,436
 665
 6,101

 December 31, 2017
 Carrying Amount Fair Value
  Level 1 Level 2 Level 3 Total
Short-term liabilities$350
 $
 $350
 $
 $350
Long-term debt (including amounts due within one year)(a)
5,874
 
 5,722
 297
 6,019
Pepco
 December 31, 2018
 Carrying Amount Fair Value
  Level 1 Level 2 Level 3 Total
Short-term liabilities$40
 $
 $40
 $
 $40
Long-term debt (including amounts due within one year)(a)
2,719
 
 2,901
 196
 3,097
 December 31, 2017
 Carrying Amount Fair Value
  Level 1 Level 2 Level 3 Total
Short-term liabilities$26
 $
 $26
 $
 $26
Long-term debt (including amounts due within one year)(a)
2,540
 
 3,114
 9
 3,123

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


DPL
Note 13 — Income Taxes
 December 31, 2018
 Carrying Amount Fair Value
  Level 1 Level 2 Level 3 Total
Long-term debt (including amounts due within one year)(a)
$1,494
 $
 $1,303
 $193
 $1,496

Tax Differences and Carryforwards
 December 31, 2017
 Carrying Amount Fair Value
  Level 1 Level 2 Level 3 Total
Short-term liabilities$216
 $
 $216
 $
 $216
Long-term debt (including amounts due within one year)(a)
1,300
 
 1,393
 
 1,393
ACE
 December 31, 2018
 Carrying Amount Fair Value
  Level 1 Level 2 Level 3 Total
Short-term liabilities$139
 $
 $139
 $
 $139
Long-term debt (including amounts due within one year)(a)
1,188
 
 987
 275
 1,262
 December 31, 2017
 Carrying Amount Fair Value
  Level 1 Level 2 Level 3 Total
Short-term liabilities$108
 $
 $108
 $
 $108
Long-term debt (including amounts due within one year)(a)
1,121
 
 949
 288
 1,237
__________
(a) Includes unamortized debt issuance costsThe tax effects of temporary differences and carryforwards, which are not fair valuedgive rise to significant portions of $216 million, $51 million, $63 million, $23 million, $18 million, $14 million, $34 million, $12 million and $7 million for Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE respectively,the deferred tax assets (liabilities), as of December 31, 2018. Includes unamortized debt issuance costs which2019 and 2018 are not fair valuedpresented below:
 As of December 31, 2019
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Plant basis differences$(13,413) $(2,814) $(4,197) $(1,978) $(1,578) $(2,681) $(1,204) $(753) $(687)
Accrual based contracts61
 (43) 
 
 
 104
 
 
 
Derivatives and other financial instruments165
 88
 84
 
 
 2
 
 
 
Deferred pension and postretirement obligation1,504
 (220) (270) (28) (28) (89) (75) (42) (10)
Nuclear decommissioning activities(503) (503) 
 
 
 
 
 
 
Deferred debt refinancing costs183
 20
 (7) 
 (3) 142
 (3) (2) (1)
Regulatory assets and liabilities(884) 
 183
 (169) 157
 (10) 55
 88
 77
Tax loss carryforward240
 55
 
 25
 49
 93
 13
 44
 31
Tax credit carryforward892
 897
 
 
 
 
 
 
 
Investment in partnerships(830) (808) 
 
 
 
 
 
 
Other, net926
 236
 196
 70
 10
 181
 85
 12
 16
Deferred income tax liabilities (net)$(11,659) $(3,092) $(4,011) $(2,080) $(1,393)
$(2,258)
$(1,129)
$(653)
$(574)
Unamortized investment tax credits(668) (648) (10) (1) (3) (7) (2) (2) (3)
Total deferred income tax liabilities (net) and
unamortized investment tax credits
$(12,327) $(3,740) $(4,021) $(2,081) $(1,396)
$(2,265)
$(1,131)
$(655)
$(577)

286

Table of $201 million, $60 million, $52 million, $17 million, $17 million, $6 million, $32 million, $11 million and $5 million for Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE respectively, as of December 31, 2017.
(b) Includes unamortized debt issuance costs which are not fair valued of $0 million and $1 million for Exelon and ComEd, respectively, as of December 31, 2018. Includes unamortized debt issuance costs which are not fair valued of $1 million and $1 million for Exelon and ComEd, respectively, as of December 31, 2017.
Short-Term Liabilities.  The short-term liabilities included in the tables above are comprised of dividends payable (included in Other current liabilities) (Level 1) and short-term borrowings (Level 2). The Registrants’ carrying amounts of the short-term liabilities are representative of fair value because of the short-term nature of these instruments.
Long-Term Debt.  The fair value amounts of Exelon’s taxable debt securities (Level 2) and private placement taxable debt securities (Level 3) are determined by a valuation model that is based on a conventional discounted cash flow methodology and utilizes assumptions of current market pricing curves. In order to incorporate the credit risk of the Registrants into the discount rates, Exelon obtains pricing (i.e., U.S. Treasury rate plus credit spread) based on trades of existing Exelon debt securities as well as debt securities of other issuers in the utility sector with similar credit ratings in both the primary and secondary market, across the Registrants’ debt maturity spectrum. The credit spreads of various tenors obtained from this information are added to the appropriate benchmark U.S. Treasury rates in order to determine the current market yields for the various tenors. The yields are then converted into discount rates of various tenors that are used for discounting the respective cash flows of the same tenor for each

Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 13 — Income Taxes
bond or note. Due to low trading volume of private placement debt, qualitative factors such as market conditions, low volume of investors and investor demand, this debt is classified as Level 3.
 As of December 31, 2018
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Plant basis differences$(12,533) $(2,495) $(4,059) $(1,862) $(1,399) $(2,577) $(1,148) $(743) $(645)
Accrual based contracts117
 (44) 
 
 
 161
 
 
 
Derivatives and other financial instruments89
 35
 69
 
 
 3
 
 
 
Deferred pension and postretirement obligation1,435
 (188) (255) (26) (26) (102) (78) (46) (14)
Nuclear decommissioning activities(351) (351) 
 
 
 
 
 
 
Deferred debt refinancing costs234
 23
 (7) 
 (3) 187
 (4) (2) (1)
Regulatory assets and liabilities(740) 
 300
 (129) 172
 (81) 67
 96
 83
Tax loss carryforward237
 78
 
 18
 25
 96
 12
 52
 26
Tax credit carryforward811
 816
 
 
 
 
 
 
 
Investment in partnerships(797) (775) 
 
 
 
 
 
 
Other, net934
 239
 151
 67
 12
 196
 98
 17
 19
Deferred income tax liabilities (net)$(10,564) $(2,662) $(3,801) $(1,932) $(1,219)
$(2,117)
$(1,053)
$(626)
$(532)
Unamortized investment tax credits(724) (700) (12) (1) (3) (8) (2) (2) (3)
Total deferred income tax liabilities (net) and
unamortized investment tax credits
$(11,288) $(3,362) $(3,813) $(1,933) $(1,222)
$(2,125)
$(1,055)
$(628)
$(535)

The fair value offollowing table provides Exelon’s, Generation’s, PECO’s, BGE’s, PHI’s, Pepco’s, DPL’s and Pepco's non-government-backed fixed rate nonrecourse debt (Level 3) is based on market and quoted prices for its own and other nonrecourse debt with similar risk profiles. Given the low trading volume in the nonrecourse debt market, the price quotes used to determine fair value will reflect certain qualitative factors, such as market conditions, investor demand, new developments that might significantly impact the project cash flows or off-taker credit, and other circumstances related to the project (e.g., political and regulatory environment). The fair value of Generation’s government-backed fixed rate project financing debt (Level 3) is largely basedACE’s carryforwards, which are presented on a discounted cash flow methodology that is similar to the taxable debt securities methodology described above. Due to the lack of market trading data on similar debt, the discount rates are derived based on the original loan interest rate spread to the applicable Treasury rate as well as a current market curve derived from government-backed securities. Variable rate financing debt resets on a monthly or quarterlypost-apportioned basis, and the carrying value approximates fair value (Level 2). When trading data is available on variable rate financing debt, the fair value is based on market and quoted prices for its own and other nonrecourse debt with similar risk profiles (Level 2).  Generation, Pepco, DPL and ACE also have tax-exempt debt (Level 2). Due to low trading volume in this market, qualitative factors, such as market conditions, investor demand, and circumstances related to the issuer (e.g., conduit issuer political and regulatory environment), may be incorporated into the credit spreads that are used to obtain the fair value as described above. Variable rate tax-exempt debt (Level 2) resets on a regular basis and the carrying value approximates fair value.
SNF Obligation. The carrying amount of Generation’s SNF obligation (Level 2) is derived from a contract with the DOE to provide for disposal of SNF from Generation’s nuclear generating stations. When determining the fair value of the obligation, the future carrying amount of the SNF obligation is calculated by compounding the current book value of the SNF obligation at the 13-week Treasury rate. The compounded obligation amount is discounted back to present value using Generation’s discount rate, which is calculated using the same methodology as described above for the taxable debt securities, and an estimated maturity date of 2030. The carrying amount also includes $119 million and $114 millionany corresponding valuation allowances as of December 31, 2018 and 20172019. ComEd does not have net operating losses or credit carryforwards for the one-time fee obligation associated with closingyear ended December 31, 2019.
 Exelon Generation PECO BGE PHI Pepco DPL ACE
Federal               
Federal general business credits carryforwards(a)
$891
 $897

$

$
 $
 $
 $
 $
State               
State net operating losses3,986
 1,142
 312
 762
 1,360
 202
 654
 438
Deferred taxes on state tax attributes (net)264
 78
 25
 50
 93
 13
 44
 31
Valuation allowance on state tax attributes26
 24
 
 1
 
 
 
 
Year in which net operating loss or credit carryforwards will begin to expire2025
 2029
 2031
 2026
 2028
 2028
 2030
 2031
__________
(a)Exelon's and Generation's federal general business credit carryforwards will begin expiring in 2034.
Tabular Reconciliation of the FitzPatrick acquisition on March 31, 2017. Unrecognized Tax Benefits
The fair value was determined using a similar methodology, however the New York Power Authority's (NYPA) discount rate is usedfollowing table presents changes in placeunrecognized tax benefits, by Registrant.

287

Table of Generation's given the contractual right to reimbursement from NYPA for the obligation; see Note 5 - Mergers, Acquisitions and Dispositions for additional information on Generation's acquisition of FitzPatrick.
Long-Term Debt to Financing Trusts. Exelon’s long-term debt to financing trusts is valued based on publicly traded securities issued by the financing trusts. Due to low trading volume of these securities, qualitative factors, such as market conditions, investor demand, and circumstances related to each issue, this debt is classified as Level 3.
Recurring Fair Value Measurements
Exelon records the fair value of assets and liabilities in accordance with the hierarchy established by the authoritative guidance for fair value measurements. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:
Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities that the Registrants have the ability to liquidate as of the reporting date.
Level 2 — inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.
Level 3 — unobservable inputs, such as internally developed pricing models or third-party valuations for the asset or liability due to little or no market activity for the asset or liability.

Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 13 — Income Taxes
Generation and
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Balance at January 1, 2017$916
 $490
 $(12) $
 $120

$172

$80

$37

$22
Increases based on tax positions prior to 201728
 
 14
 
 
 14
 
 
 14
Decreases based on tax positions prior to 2017(a)
(196) (17) 
 
 
 (61) (21) (16) (22)
Decrease from settlements with taxing authorities(5) (5) 
 
 
 
 
 
 
Balance at December 31, 2017743
 468
 2
 
 120
 125
 59
 21
 14
Change to positions that only affect timing15
 15
 
 
 
 
 
 
 
Increases based on tax positions prior to 201830
 21
 
 
 
 8
 7
 1
 
Decreases based on tax positions prior to 2018(b)
(251) (36) 
 
 (120) (88) (66) (22) 
Decrease from settlements with taxing authorities(53) (53) 
 
 
 
 
 
 
Decreases from expiration of statute of limitations(7) (7) 
 
 
 
 
 
 
Balance at December 31, 2018477
 408
 2
 
 
 45
 
 
 14
Change to positions that only affect timing26
 12
 3
 1
 4
 3
 2
 1
 
Increases based on tax positions related to 20192
 1
 
 
 
 
 
 
 
Increases based on tax positions prior to 201934
 19
 3
 2
 3
 
 
 
 
Decreases based on tax positions prior to 2019(3) (3) 
 
 
 
 
 
 
Decrease from settlements with taxing authorities(29) 4
 (2) 
 
 
 
 
 
Balance at December 31, 2019$507
 $441
 $6
 $3
 $7
 $48
 $2
 $1
 $14

__________
(a)Exelon established a liability for an uncertain tax position associated with the tax deductibility of certain merger commitments incurred by Exelon in connection with the acquisitions of Constellation and PHI. In 2017, as a part of its examination of Exelon's return, the IRS National Office issued guidance concurring with Exelon's position that the merger commitments were deductible. As a result, Exelon, Generation, PHI, Pepco, DPL, and ACE decreased their liability for unrecognized tax benefits by $146 million, $19 million, $59 million, $21 million, $16 million and $22 million, respectively, resulting in a benefit to Income taxes on Exelon's, Generation's, PHI's, Pepco's, DPL's, and ACE's Consolidated Statements of Operations and Comprehensive Income and corresponding decreases in their effective tax rates.
(b)Exelon, Generation, BGE, PHI, Pepco, and DPL decreased their unrecognized state tax benefits primarily due to the receipt of favorable guidance with respect to the deductibility of certain depreciable fixed assets. The recognition of the tax benefits related to BGE, PHI, Pepco, and DPL was offset by corresponding regulatory liabilities and that portion had no immediate impact to their effective tax rate.
Like-Kind Exchange
In accordance with2016, the applicable guidanceTax Court held that Exelon was not entitled to defer a gain on fair value measurement, certain investmentsits 1999 like-kind exchange transaction. In addition to the tax and interest related to the gain deferral, the Tax Court also ruled that are measured at fair value usingExelon was liable for penalties and interest on the NAVpenalties. Exelon had fully paid the amounts assessed resulting from the Tax Court decision in 2017. In September 2017, Exelon appealed the Tax Court decision to the U.S. Court of Appeals for the Seventh Circuit. In October 2018, the U.S. Court of Appeals for the Seventh Circuit affirmed the Tax Court’s decision. Exelon filed a petition seeking rehearing of the Seventh Circuit’s decision, but the Seventh Circuit denied that petition in December 2018.  In the first quarter of 2019, Exelon elected not to seek a further review by the U.S. Supreme

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Note 13 — Income Taxes

Court. As a result, Exelon's and ComEd's unrecognized tax benefits decreased by approximately $33 million and $2 million, respectively, in the first quarter of 2019.
Recognition of unrecognized tax benefits
The following table presents Exelon's, Generation's and PHI's unrecognized tax benefits that, if recognized, would decrease the effective tax rate. ComEd's, PECO's, BGE's, Pepco's, DPL's and ACE's amounts are not material.
 Exelon Generation 
PHI(a)
December 31, 2019$462
 $429
 $32
December 31, 2018463
 408
 31
December 31, 2017523
 461
 32
__________
(a)PHI has $21 million of unrecognized state tax benefits that, if recognized, $14 million would be in the form of a net operating loss carryforward, which is expected to require a full valuation allowance based on present circumstances.
The following table presents Exelon's, BGE's, PHI's, Pepco's, DPL's and ACE’s unrecognized tax benefits that, if recognized, may be included in future base rates and that portion would have no impact to the effective tax rate. ComEd's and PECO's amounts are not material.
 Exelon BGE PHI Pepco DPL ACE
December 31, 2019$19
 $1
 $14
 $
 $
 $14
December 31, 201814
 
 14
 
 
 14
December 31, 2017214
 120
 94
 59
 21
 14

Reasonably possible the total amount of unrecognized tax benefits could significantly increase or decrease within 12 months after the reporting date
Settlement of Income Tax Audits, Refund Claims, and Litigation
The following table represents Exelon's, Generation's and ACE's unrecognized federal and state tax benefits that could significantly decrease within the 12 months after the reporting date as a practical expedientresult of completing audits, potential settlements, refund claims, and the outcomes of pending court cases as of December 31, 2019. ComEd's, PECO's, BGE's, PHI's, Pepco's and DPL's amounts are no longer classified withinnot material.
Exelon(a)
 
Generation(a)
 
ACE(b)
$425
 $411
 $14
__________
(a)Exelon and Generation have $411 million that, if recognized, would decrease the effective tax rate.
(b)The unrecognized tax benefit related to ACE, if recognized, may be included in future base rates and that portion would have no impact to the effective tax rate.
Total amounts of interest and penalties recognized
The following table represents the fair value hierarchynet interest and penalties receivable (payable) related to tax positions reflected in Exelon's Consolidated Balance Sheets. Generation's and the Utility Registrants' amounts are included under "Not subjectnot material.
Net interest and penalties receivable as ofExelon
December 31, 2019$318
December 31, 2018219


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

Note 13 — Income Taxes

The Registrants did not record material interest and penalty expense related to tax positions reflected in their Consolidated Balance Sheets. Interest expense and penalty expense are recorded in Interest expense, net and Other, net, respectively, in Other income and deductions in the Registrants' Consolidated Statements of Operations and Comprehensive Income.
Description of tax years open to assessment by major jurisdiction
Major JurisdictionOpen YearsRegistrants Impacted
Federal consolidated income tax returns2002-2018All Registrants
PHI Holdings and subsidiaries consolidated federal income tax returns2016Exelon, Generation, PHI, Pepco, DPL, ACE
Delaware separate corporate income tax returnsSame as federalDPL
District of Columbia combined corporate income tax returns2016-2018Exelon, PHI, Pepco
Illinois unitary corporate income tax returns2010-2018Exelon, Generation, ComEd
Maryland separate company corporate net income tax returnsSame as federalBGE, Pepco, DPL
New Jersey separate corporate income tax returns2013-2018Exelon, Generation
New Jersey separate corporate income tax returns2014-2018ACE
New York combined corporate income tax returns2010-March 2012Exelon, Generation
New York combined corporate income tax returns2011-2018Exelon, Generation
Pennsylvania separate corporate income tax returns2011-2018Exelon, Generation
Pennsylvania separate corporate income tax returns2016-2018PECO

Other Tax Matters
Federal Income Tax Law Changes
On December 22, 2017, President Trump signed the TCJA into law. Pursuant to the enactment of the TCJA, the Registrants remeasured their existing deferred income tax balances as of December 31, 2017 to reflect the decrease in the corporate income tax rate from 35% to 21%, which resulted in a material decrease to their net deferred income tax liability balances as shown in the table below. Generation recorded a corresponding net decrease to income tax expense, while the Utility Registrants recorded corresponding regulatory liabilities or assets to the extent such amounts are probable of settlement or recovery through customer rates and an adjustment to income tax expense for all other amounts.
The one-time impacts recorded by the Registrants to remeasure their deferred income tax balances at the 21% corporate federal income tax rate as of December 31, 2017 are presented below:
 
Exelon(b)
 Generation ComEd 
PECO(c)
 BGE PHI Pepco DPL ACE
Net Decrease to Deferred Income Tax Liability Balances

$8,624 $1,895 $2,819 $1,407 $1,120 $1,944 $968 $540 $456
Net Increase to Regulatory Liabilities Recorded(a)
7,315 N/A 2,818 1,394 1,124 1,979 976 545 458
Net Deferred Income Tax Benefit/(Expense) Recorded$1,309 $1,895 $1 $13 $(4) $(35) $(8) $(5) $(2)
__________
(a)Reflects the net regulatory liabilities recorded on a pre-tax basis before taking into consideration the income tax benefits associated with the ultimate settlement with customers.
(b)Amounts do not sum across due to deferred tax adjustments recorded at the Exelon Corporation parent company, primarily related to certain employee compensation plans.
(c)Given the regulatory treatment of income tax benefits related to electric and gas distribution repairs, PECO remained in an overall net regulatory asset position as of December 31, 2017 after recording the impacts related to the TCJA.

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Note 13 — Income Taxes

State Income Tax Law Changes
Illinois - On June 5, 2019, the Governor of Illinois signed a tax bill which would increase the Illinois corporate income tax rate from 9.50% to 10.49% effective for tax years beginning on or after January 1, 2021. The tax rate is contingent upon ratification of state constitutional amendments in November 2020. The effect of the rate change will be recognized in the period in which the new legislation is enacted. Exelon, Generation and ComEd do not expect a material impact to their financial statements as a result of the rate change.
In 2017, Exelon reviewed and updated its marginal state income tax rates based on 2016 state apportionment rates. In addition, Exelon, Generation and ComEd recorded the impacts of Illinois’ statutory rate change, which increased the total corporate income tax rate from 7.75% to 9.50% effective July 1, 2017. The following table provides the one-time impact of the rate changes in 2017 for Exelon, Generation and ComEd:
 Exelon Generation ComEd
Increase to Deferred Income Taxes$250
 $20
 $270
Increase in Regulatory Assets270
 
 270
(Decrease)/Increase to Income Tax Expense(20) 20
 
Long-Term Marginal State Income Tax Rate (All Registrants)
Quarterly, Exelon reviews and updates its marginal state income tax rates for changes in state apportionment. The Registrants remeasure their existing deferred income tax balances to reflect the changes in marginal rates, which results in either an increase or decrease to their net deferred income tax liability balances. Utility Registrants record corresponding regulatory liabilities or assets to the extent such amounts are probable of settlement or recovery through customer rates and an adjustment to income tax expense for all other amounts.
December 31, 2019Exelon Generation PHI DPL
Increase to Deferred Income Tax Liability$23
 $9
 $
 $
Increase to Income Tax Expense, Net of Federal Taxes23
 9
 
 
December 31, 2018       
Decrease to Deferred Income Tax Liability$50
 $53
 $4
 $2
Decrease to Income Tax Expense, Net of Federal Taxes50
 53
 3
 

There were no material adjustments to income tax expense in 2017 as a result of changes in state apportionment.
Allocation of Tax Benefits (All Registrants)
Generation and the Utility Registrants are all party to an agreement with Exelon and other subsidiaries of Exelon that provides for the allocation of consolidated tax liabilities and benefits (Tax Sharing Agreement). The Tax Sharing Agreement provides that each party is allocated an amount of tax similar to that which would be owed had the party been separately subject to tax. In addition, any net benefit attributable to Exelon is reallocated to the other Registrants. That allocation is treated as a contribution to the capital of the party receiving the benefit.
The following table presents the allocation of federal tax benefits from Exelon under the Tax Sharing Agreement.
 Generation ComEd PECO BGE PHI Pepco DPL
December 31, 2019(a)
$41
 $
 $14
 $3
 $7
 $6
 $1
December 31, 2018(b)
155
 1
 48
 26
 2
 
 
December 31, 2017(c)
102
 
 16
 10
 7
 
 
__________
(a)ACE did not record an allocation of federal tax benefits from Exelon under the Tax Sharing Agreement as a result of a tax net operating loss.
(b)Pepco, DPL and ACE did not record an allocation of federal tax benefits from Exelon under the Tax Sharing Agreement as a result of a tax net operating loss.

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Note 13 — Income Taxes

(c)ComEd, Pepco, DPL and ACE did not record an allocation of federal tax benefits from Exelon under the Tax Sharing Agreement as a result of a tax net operating loss.
Research and Development Activities
In the fourth quarter 2019, Exelon and Generation recognized additional tax benefits related to certain research and development activities that qualify for federal and state tax incentives for the 2010 through 2018 tax years, which resulted in an increase to Exelon’s and Generation’s net income of $108 million and $75 million, respectively, for the year ended December 31, 2019, reflecting a decrease to Exelon’s and Generation’s Income tax expense of $97 million and $66 million, respectively.

14. Retirement Benefits (All Registrants)
Exelon sponsors defined benefit pension plans and OPEB plans for essentially all current employees. Substantially all non-union employees and electing union employees hired on or after January 1, 2001 participate in cash balance pension plans. Effective January 1, 2009, substantially all newly-hired union-represented employees participate in cash balance pension plans. Effective February 1, 2018, most newly-hired Generation and BSC non-represented, non-craft, employees are not eligible for pension benefits, and will instead be eligible to receive an enhanced non-discretionary employer contribution in an Exelon defined contribution savings plan. Effective January 1, 2018, most newly-hired non-represented, non-craft, employees are not eligible for OPEB benefits and employees represented by Local 614 are not eligible for retiree health care benefits.
Effective January 1, 2019, Exelon merged the Exelon Corporation Cash Balance Pension Plan (CBPP) into the Exelon Corporation Retirement Program (ECRP). The merging of the plans did not change the benefits offered to the plan participants and, thus, had no impact on Exelon's pension obligation. However, beginning in 2019, actuarial losses and gains related to the CBPP and ECRP are amortized over participants’ average remaining service period of the merged ECRP rather than each individual plan.

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Note 14 — Retirement Benefits

The table below shows the pension and OPEB plans in which employees of each operating company participated at December 31, 2019:
Operating Company(e)
Name of Plan:GenerationComEdPECOBGEPHIPepcoDPLACE
Qualified Pension Plans:
Exelon Corporation Retirement Program(a)
XXXXXXXX
Exelon Corporation Pension Plan for Bargaining Unit Employees(a)
XX
Exelon New England Union Employees Pension Plan(a)
X
Exelon Employee Pension Plan for Clinton, TMI and Oyster Creek(a)
XXXXX
Pension Plan of Constellation Energy Group, Inc.(b)
XXXXXXX
Pension Plan of Constellation Energy Nuclear Group, LLC(c)
XXXX
Nine Mile Point Pension Plan(c)
X
Constellation Mystic Power, LLC Union Employees Pension Plan Including Plan A and Plan B(b)
X
Pepco Holdings LLC Retirement Plan(d)
XXXXXXXX
Non-Qualified Pension Plans:
Exelon Corporation Supplemental Pension Benefit Plan and 2000 Excess Benefit Plan(a)
XXXX
Exelon Corporation Supplemental Management Retirement Plan(a)
XXXXXXX
Constellation Energy Group, Inc. Senior Executive Supplemental Plan(b)
XX
Constellation Energy Group, Inc. Supplemental Pension Plan(b)
XX
Constellation Energy Group, Inc. Benefits Restoration Plan(b)
XXXX
Constellation Energy Nuclear Plan, LLC Executive Retirement Plan(c)
XX
Constellation Energy Nuclear Plan, LLC Benefits Restoration Plan(c)
X
Baltimore Gas & Electric Company Executive Benefit Plan(b)
XX
Baltimore Gas & Electric Company Manager Benefit Plan(b)
XXX
Pepco Holdings LLC 2011 Supplemental Executive Retirement Plan(d)
XXXX
Conectiv Supplemental Executive Retirement Plan (d)
XXXX
Pepco Holdings LLC Combined Executive Retirement Plan (d)
XX
Atlantic City Electric Director Retirement Plan (d)
X

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Note 14 — Retirement Benefits

Operating Company(e)
Name of Plan:GenerationComEdPECOBGEPHIPepcoDPLACE
OPEB Plans:
PECO Energy Company Retiree Medical Plan(a)
XXXXXXXX
Exelon Corporation Health Care Program(a)
XXXXXXX
Exelon Corporation Employees’ Life Insurance Plan(a)
XXXX
Exelon Corporation Health Reimbursement Arrangement Plan(a)
XXXX
Constellation Energy Group, Inc. Retiree Medical Plan(b)
XXXXXX
Constellation Energy Group, Inc. Retiree Dental Plan(b)
XX
Constellation Energy Group, Inc. Employee Life Insurance Plan and Family Life Insurance Plan(b)
XXXXXX
Constellation Mystic Power, LLC
Post-Employment Medical Account Savings Plan(b)
X
Exelon New England Union Post-Employment Medical Savings Account Plan(a)
X
Retiree Medical Plan of Constellation Energy Nuclear Group LLC(c)
XXX
Retiree Dental Plan of Constellation Energy Nuclear Group LLC(c)
XXX
Nine Mile Point Nuclear Station, LLC Medical Care and Prescription Drug Plan for Retired Employees(c)
X
Pepco Holdings LLC Welfare Plan for Retirees(d)
XXXXXXXX
__________
(a)These plans are collectively referred to as the legacy Exelon plans.
(b)These plans are collectively referred to as the legacy Constellation Energy Group (CEG) Plans.
(c)These plans are collectively referred to as the legacy CENG plans.
(d)These plans are collectively referred to as the legacy PHI plans.
(e)Employees generally remain in their legacy benefit plans when transferring between operating companies.
Exelon’s traditional and cash balance pension plans are intended to be tax-qualified defined benefit plans. Exelon has elected that the trusts underlying these plans be treated as qualified trusts under the IRC. If certain conditions are met, Exelon can deduct payments made to the qualified trusts, subject to certain IRC limitations.
Benefit Obligations, Plan Assets and Funded Status
During the first quarter of 2019, Exelon received an updated valuation of its pension and OPEB to reflect actual census data as of January 1, 2019. This valuation resulted in an increase to the pension and OPEB obligations of $75 million and $36 million, respectively. Additionally, accumulated other comprehensive loss increased by $39 million (after-tax) and regulatory assets and liabilities increased by $53 million and decreased by $5 million, respectively.

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Note 14 — Retirement Benefits

The following tables provide a rollforward of the changes in the benefit obligations and plan assets of Exelon for the most recent two years for all plans combined:
 Pension Benefits OPEB
 2019 2018 2019 2018
Change in benefit obligation:       
Net benefit obligation at beginning of year$20,692
 $22,337
 $4,369
 $4,856
Service cost357
 405

93
 112
Interest cost883
 802

188
 175
Plan participants’ contributions
 
 44
 45
Actuarial (gain) loss(a)
2,322
 (1,561) 250
 (540)
Plan amendments68
 (4) 
 
Curtailments(3) 
 
 
Settlements(35) (48)
(4) (4)
Contractual termination benefits1
 
 
 
Gross benefits paid(1,417) (1,239)
(282) (275)
Net benefit obligation at end of year$22,868
 $20,692
 $4,658
 $4,369
 Pension Benefits OPEB
 2019 2018 2019 2018
Change in plan assets:       
Fair value of net plan assets at beginning of year$16,678
 $18,573
 $2,408
 $2,732
Actual return on plan assets3,008
 (945) 324
 (136)
Employer contributions356

337

51

46
Plan participants’ contributions
 
 44
 45
Gross benefits paid(1,417)
(1,239)
(282)
(275)
Settlements(35)
(48)
(4)
(4)
Fair value of net plan assets at end of year$18,590
 $16,678
 $2,541
 $2,408
__________
(a)The pension actuarial loss in 2019 primarily reflects a decrease in the discount rate. The OPEB actuarial loss in 2019 primarily reflects a decrease in the discount rate. The pension actuarial gain in 2018 primarily reflects an increase in the discount rate. The OPEB actuarial gain in 2018 primarily reflects an increase in the discount rate and favorable health care claims experience.
Exelon presents its benefit obligations and plan assets net on its balance sheet within the following line items:
 Pension Benefits OPEB
 2019 2018 2019 2018
Other current liabilities$31
 $26
 $41
 $33
Pension obligations4,247

3,988




Non-pension postretirement benefit obligations
 
 2,076

1,928
Unfunded status (net benefit obligation less plan assets)$4,278

$4,014

$2,117

$1,961


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Note 14 — Retirement Benefits

The following table provides the accumulated benefit obligation (ABO) and fair value of plan assets for all pension plans with an ABO in excess of plan assets. Information for pension and OPEB plans with projected benefit obligations (PBO) and accumulated postretirement benefit obligation (APBO), respectively, in excess of plan assets has been disclosed in the Obligations and Plan Assets table above as all pension and OPEB plans are underfunded.
ABO in excess of plan assetsExelon
 2019 2018
Accumulated benefit obligation21,727
 19,656
Fair value of net plan assets18,590
 16,678

Components of Net Periodic Benefit Costs
The majority of the 2019 pension benefit cost for the Exelon-sponsored plans is calculated using an expected long-term rate of return on plan assets of 7.00% and a discount rate of 4.31%. The majority of the 2019 OPEB cost is calculated using an expected long-term rate of return on plan assets of 6.67% for funded plans and a discount rate of 4.30%.
A portion of the net periodic benefit cost for all plans is capitalized within the Consolidated Balance Sheets. The following tables present the components of Exelon’s net periodic benefit costs, prior to capitalization, for the years ended December 31, 2019, 2018 and 2017.
 Pension Benefits OPEB
 2019 2018 
2017(a)
 2019 2018 
2017(a)
Components of net periodic benefit cost:           
Service cost$357

$405

$387

$93

$112

$106
Interest cost883

802

842

188

175

182
Expected return on assets(1,225) (1,252) (1,196) (153) (173) (162)
Amortization of:           
Prior service cost (credit)
 2
 1
 (179) (186) (188)
Actuarial loss414
 629
 607
 45
 66
 61
Settlement and other charges17
 3
 3
 1
 1
 
Contractual termination benefits1
 
 
 
 
 
Net periodic benefit cost$447
 $589
 $644
 $(5) $(5) $(1)

__________ 
(a)FitzPatrick net benefit costs are included for the period after acquisition.
Cost Allocation to Exelon Subsidiaries
All Registrants account for their participation in Exelon’s pension and OPEB plans by applying multi-employer accounting. Exelon allocates costs related to its pension and OPEB plans to its subsidiaries based on both active and retired employee participation in each plan.
The amounts below represent the Registrants’ allocated pension and OPEB costs. As a result of new pension guidance effective on January 1, 2018, certain balances have been reclassified on Exelon’s Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2017. For Exelon, the service cost component is included in Operating and maintenance expense and Property, plant and equipment, net, while the non–service cost components are included in Other, net and Regulatory assets for the years ended December 31, 2019 and December 31, 2018 and in Other, net and Property, plant and equipment, net, for the year ended December 31, 2017. For Generation and the Utility Registrants, the service cost and non–service cost components are included

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Note 14 — Retirement Benefits

in Operating and maintenance expense and Property, plant and equipment, net on their consolidated financial statements.
For the Years Ended December 31,Exelon 
Generation(a)
 ComEd PECO BGE PHI Pepco DPL ACE
2019$442
 $135
 $96
 $12
 $61
 $95
 $25
 $15
 $16
2018583
 204
 177
 18
 60
 67
 15
 6
 12
2017643
 227
 176
 29
 64
 94
 25
 13
 13
__________
(a)FitzPatrick net benefit costs are included for the period after acquisition.
Components of AOCI and Regulatory Assets
Exelon recognizes the overfunded or underfunded status of defined benefit pension and OPEB plans as an asset or liability on its balance sheet, with offsetting entries to AOCI and regulatory assets (liabilities). A portion of current year actuarial gains and losses and prior service costs (credits) is capitalized within Exelon’s Consolidated Balance Sheets to reflect the expected regulatory recovery of these amounts, which would otherwise be recorded to AOCI. The following tables provide the components of AOCI and regulatory assets (liabilities) for Exelon for the years ended December 31, 2019, 2018 and 2017 for all plans combined.
 Pension Benefits OPEB
 2019 2018 2017 2019 2018 2017
Changes in plan assets and benefit obligations recognized in AOCI and regulatory assets (liabilities):           
Current year actuarial (gain) loss$538
 $635
 $(222) $80
 $(232) $166
Amortization of actuarial loss(414) (629) (607) (45) (66) (61)
Current year prior service cost (credit)68
 (4) 9
 
 
 
Amortization of prior service (cost) credit
 (2) (1) 179
 186
 188
Curtailments(3) 
 
 
 
 
Settlements(17) (3) (3) (1) 
 
Total recognized in AOCI and regulatory assets (liabilities)$172

$(3) $(824) $213

$(112) $293
            
Total recognized in AOCI$169
 $3
 $(401) $107
 $(55) $168
Total recognized in regulatory assets (liabilities)$3
 $(6) $(423) $106
 $(57) $125


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Note 14 — Retirement Benefits

The following table provides the components of gross accumulated other comprehensive loss and regulatory assets (liabilities) for Exelon that have not been recognized as components of periodic benefit cost at December 31, 2019 and 2018, respectively, for all plans combined:
 Pension Benefits OPEB
 2019
2018 2019 2018
Prior service (credit) cost$39

$(29) $(158) $(337)
Actuarial loss7,662
 7,558
 565
 531
Total$7,701
 $7,529
 $407
 $194
        
Total included in AOCI$4,068
 $3,899
 $177
 $70
Total included in regulatory assets (liabilities)$3,633
 $3,630
 $230
 $124

Average Remaining Service Period
For pension benefits, Exelon amortizes its unrecognized prior service costs and certain actuarial gains and losses, as applicable, based on participants’ average remaining service periods.
For OPEB, Exelon amortizes its unrecognized prior service costs over participants’ average remaining service period to benefit eligibility age and amortizes certain actuarial gains and losses over participants’ average remaining service period to expected retirement. The resulting average remaining service periods for pension and OPEB were as follows:
  2019 2018 2017
Pension plans 11.7
 12.0
 11.8
OPEB plans:      
Benefit Eligibility Age 8.7
 8.8
 8.8
Expected Retirement 9.3
 9.5
 9.6
Assumptions
The measurement of the plan obligations and costs of providing benefits under Exelon’s defined benefit and other postretirement plans involves various factors, including the development of valuation assumptions and inputs and accounting policy elections. The measurement of benefit obligations and costs is impacted by several assumptions and inputs, as shown below, among other factors. When developing the required assumptions, Exelon considers historical information as well as future expectations.
Expected Rate of Return. In selecting the EROA, Exelon considers historical economic indicators (including inflation and GDP growth) that impact asset returns, as well as expectations regarding future long-term capital market performance, weighted by Exelon’s target asset class allocations.
Mortality. The mortality assumption is composed of a base table that represents the current expectation of life expectancy of the population adjusted by an improvement scale that attempts to anticipate future improvements in life expectancy. For the year ended December 31, 2018, Exelon’s mortality assumption was supported by an actuarial experience study of Exelon's plan participants and utilized the IRS's RP–2000 base table projected to 2012 with improvement scale AA and projected thereafter with generational improvement scale BB two-dimensional adjusted to a 0.75% long-term rate reached in 2027. For the year ended December 31, 2019, Exelon's mortality assumption utilizes the Society of Actuaries' 2019 base table (Pri-2012) and MP-2019 improvement scale adjusted to a 0.75% long-term rate reached in 2035.
For Exelon, the following assumptions were used to determine the benefit obligations for the plans at December 31, 2019 and 2018. Assumptions used to determine year-end benefit obligations are the assumptions used to estimate the subsequent year’s net periodic benefit costs.

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Note 14 — Retirement Benefits

 Pension BenefitsOPEB
 2019 2018 2019 2018 
Discount rate3.34%
(a)  
4.31%
(a)  
3.31%
(a)  
4.30%
(a)  
Investment Crediting Rate3.82%
(b)  
4.46%
(b)  
N/A
 N/A
 
Rate of compensation increase    
(c) 
    
(c) 
    
(c) 
    
(c) 
Mortality tablePri-2012 table with MP- 2019 improvement scale (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
Pri-2012 table with MP- 2019 improvement scale (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
Health care cost trend on covered chargesN/A N/A 5.00% with
ultimate trend of 5.00% in
2017
 5.00% with
ultimate trend of 5.00% in
2017
 
__________
(a)The discount rates above represent the blended rates used to determine the majority of Exelon’s pension and OPEB obligations. Certain benefit plans used individual rates, which range from 3.02% - 3.44% and 3.27% - 3.4% for pension and OPEB plans, respectively, as of December 31, 2019 and 4.13% - 4.36% and 4.27% - 4.38% for pension and OPEB plans, respectively, as of December 31, 2018.
(b)The investment crediting rate above represents a weighted average rate.
(c)3.25% through 2019 and 3.75% thereafter.
The following assumptions were used to determine the net periodic benefit cost for Exelon for the years ended December 31, 2019, 2018 and 2017: 
 Pension Benefits Other Postretirement Benefits 
Exelon2019 2018 2017 2019 2018 2017 
Discount rate4.31%
(a) 
3.62%
(a) 
4.04%
(a) 
4.30%
(a) 
3.61%
(a) 
4.04%
(a) 
Investment Crediting Rate4.46%
(b)  
4.00%
(b)  
4.46%
(b)  
N/A
 N/A
 N/A
 
Expected return on plan assets7.00%
(c) 
7.00%
(c) 
7.00%
(c) 
6.67%
(c) 
6.60%
(c) 
6.58%
(c) 
Rate of compensation increase    
(d)  
 
(d)  
 
(e) 
    
(d)  
 
(d)  
 
(e) 
Mortality tableRP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
Health care cost trend on covered chargesN/A  N/A  N/A  5.00%
with
ultimate
trend of
5.00% in
2017
  
  
  
  
  
  
  
5.00%
with
ultimate
trend of
5.00% in
2017
  
  
  
  
  
  
  
5.50%
decreasing
to
ultimate
trend of
5.00% in
2017
  
  
  
  
  
  
  
__________
(a)The discount rates above represent the blended rates used to establish the majority of Exelon’s pension and OPEB costs. Certain benefit plans used individual rates, which range from 4.13%-4.36% and 4.27%-4.38% for pension and OPEB plans, respectively, for the year ended December 31, 2019; 3.49%-3.65% and 3.57%-3.68% for pension and OPEB plans; respectively, for the year ended December 31, 2018; and 3.66%-4.11% and 4.00%-4.17% for pension and OPEB plans, respectively, for the year ended December 31, 2017.
(b)The investment crediting rate above represents a weighted average rate.
(c)Not applicable to pension and other postretirement benefit plans that do not have plan assets.
(d)3.25% through 2019 and 3.75% thereafter.
(e)The legacy Exelon, CEG and CENG pension and other postretirement plans used a rate of compensation increase of 3.25% through 2019 and 3.75% thereafter, while the legacy PHI pension and OPEB plans used a weighted-average rate of compensation increase of 5% for all periods.

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

Note 14 — Retirement Benefits

Contributions
Exelon allocates contributions related to its legacy Exelon pension and OPEB plans to its subsidiaries based on accounting cost. For legacy CEG, CENG, FitzPatrick, and PHI plans, pension and OPEB contributions are allocated to the subsidiaries based on employee participation (both active and retired). The following tables provide contributions to the pension and OPEB plans:
 Pension Benefits OPEB
 
2019(a)
 
2018(a)
 
2017(a)
 2019 2018 2017
Exelon$356

$337

$341

$51
 $46
 $64
Generation160
 128
 137
 15
 11
 11
ComEd72
 38
 36
 5
 4
 5
PECO27
 28
 24
 1
 
 
BGE34
 40
 39
 14
 14
 14
PHI10
 62
 67
 15
 12
 32
Pepco2
 6
 62
 12
 11
 10
DPL1
 
 
 
 
 2
ACE
 6
 
 1
 
 20
__________
(a)Exelon's and Generation's pension contributions include $21 million related to the legacy CENG plans that was funded by CENG as provided in an Employee Matters Agreement (EMA) between Exelon and CENG for the year ended December 31, 2017. There were 0 pension contributions for the years ended December 31, 2019 and 2018.
Management considers various factors when making pension funding decisions, including actuarially determined minimum contribution requirements under ERISA, contributions required to avoid benefit restrictions and at-risk status as defined by the Pension Protection Act of 2006 (the Act), management of the pension obligation and regulatory implications. The Act requires the attainment of certain funding levels to avoid benefit restrictions (such as an inability to pay lump sums or to accrue benefits prospectively), and at-risk status (which triggers higher minimum contribution requirements and participant notification). The projected contributions below reflect a funding strategy to make levelized annual contributions with the objective of achieving 100% funded status on an ABO basis over time. This level funding strategy helps minimize volatility of future period required pension contributions. Based on this funding strategy and current market conditions, which are subject to change, Exelon’s estimated annual qualified pension contributions will be approximately $500 million beginning in 2020. Unlike the qualified pension plans, Exelon’s non-qualified pension plans are not funded, given that they are not subject to statutory minimum contribution requirements.
While other postretirement plans are also not subject to statutory minimum contribution requirements, Exelon does fund certain of its plans. For Exelon's funded OPEB plans, contributions generally equal accounting costs, however, Exelon’s management has historically considered several factors in determining the level of contributions to its OPEB plans, including liabilities management, levels of benefit claims paid and regulatory implications (amounts deemed prudent to meet regulatory expectations and best assure continued rate recovery). The amounts below include benefit payments related to unfunded plans.

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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 14 — Retirement Benefits

The following table provides all registrants' planned contributions to the qualified pension plans, planned benefit payments to non-qualified pension plans, and planned contributions to other postretirement plans in 2020:

Qualified Pension Plans
Non-Qualified Pension Plans
OPEB
Exelon$505

$36

$42
Generation227

14

16
ComEd141

2

3
PECO17

1


BGE56

2

16
PHI22

9

7
Pepco

2

7
DPL

1


ACE2





Estimated Future Benefit Payments
Estimated future benefit payments to participants in all of the pension plans and postretirement benefit plans at December 31, 2019 were:
 
Pension
Benefits
 OPEB
2020$1,227
 $258
20211,252
 263
20221,295
 267
20231,310
 270
20241,324
 275
2025 through 20296,770
 1,402
Total estimated future benefit payments through 2029$13,178

$2,735

Plan Assets
Investment Strategy. On a regular basis, Exelon evaluates its investment strategy to ensure that plan assets will be sufficient to pay plan benefits when due. As part of this ongoing evaluation, Exelon may make changes to its targeted asset allocation and investment strategy.
Exelon has developed and implemented a liability hedging investment strategy for its qualified pension plans that has reduced the volatility of its pension assets relative to its pension liabilities. Exelon is likely to continue to gradually increase the liability hedging portfolio as the funded status of its plans improves. The overall objective is to achieve attractive risk-adjusted returns that will balance the liquidity requirements of the plans’ liabilities while striving to minimize the risk of significant losses. Trust assets for Exelon’s other postretirement plans are managed in a diversified investment strategy that prioritizes maximizing liquidity and returns while minimizing asset volatility.
Actual asset returns have an impact on the costs reported for the Exelon-sponsored pension and OPEB plans. The actual asset returns across Exelon’s pension and OPEB plans for the year ended December 31, 2019 were 18.80% and 14.40%, respectively, compared to an expected long-term return assumption of 7.00% and 6.67%, respectively. Exelon used an EROA of 7.00% and 6.69% to estimate its 2020 pension and OPEB costs, respectively.
Exelon’s pension and OPEB plan target asset allocations at December 31, 2019 and 2018 were as follows:

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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 14 — Retirement Benefits

 December 31, 2019 December 31, 2018
Asset CategoryPension Benefits OPEB Pension Benefits OPEB
Equity securities33% 46% 35% 47%
Fixed income securities44% 32% 37% 28%
Alternative investments(a)
23% 22% 28% 25%
Total100% 100% 100% 100%
__________
(a)Alternative investments include private equity, hedge funds, real estate, and private credit.
Concentrations of Credit Risk. Exelon evaluated its pension and OPEB plans’ asset portfolios for the existence of significant concentrations of credit risk as of December 31, 2019. Types of concentrations that were evaluated include, but are not limited to, investment concentrations in a single entity, type of industry, foreign country, and individual fund. As of December 31, 2019, there were no significant concentrations (defined as greater than 10% of plan assets) of risk in Exelon’s pension and OPEB plan assets.
Fair Value Measurements
The following tables present assetspension and liabilitiesOPEB plan assets measured and recorded at fair value in Exelon's and Generation’s Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as ofat December 31, 20182019 and 2017:2018:
 Generation Exelon
As of December 31, 2018Level 1 Level 2 Level 3 Not subject to leveling Total Level 1 Level 2 Level 3 Not subject to leveling Total
Assets                   
Cash equivalents(a)
$581
 $
 $
 $
 $581
 $1,243
 $
 $
 $
 $1,243
NDT fund investments        

         

Cash equivalents(b)
252
 86
 
 
 338
 252
 86
 
 
 338
Equities2,918
 1,591
 
 1,381
 5,890
 2,918
 1,591
 
 1,381
 5,890
Fixed income
 
 
   

 
 
 
   

Corporate debt
 1,593
 230
 
 1,823
 
 1,593
 230
 
 1,823
U.S. Treasury and agencies2,081
 99
 
 
 2,180
 2,081
 99
 
 
 2,180
Foreign governments
 50
 
 
 50
 
 50
 
 
 50
State and municipal debt
 149
 
 
 149
 
 149
 
 
 149
Other(c)

 30
 
 846
 876
 
 30
 
 846

876
Fixed income subtotal2,081
 1,921
 230

846
 5,078
 2,081
 1,921
 230
 846
 5,078
Middle market lending
 
 313
 367
 680
 
 
 313
 367
 680
Private equity
 
 
 329
 329
 
 
 
 329
 329
Real estate
 
 
 510
 510
 
 
 
 510
 510
NDT fund investments subtotal(d)
5,251
 3,598
 543
 3,433

12,825

5,251
 3,598
 543

3,433

12,825
December 31, 2019(a)
Level 1 Level 2 Level 3 Not subject to leveling Total
Pension plan assets         
Cash equivalents$258
 $
 $
 $
 $258
Equities(b)
3,616
 
 5
 2,589
 6,210
Fixed income:




   
U.S. Treasury and agencies1,294
 280
 
 
 1,574
State and municipal debt
 56
 
 
 56
Corporate debt
 4,342
 245
 
 4,587
Other(b)

 461
 
 851
 1,312
Fixed income subtotal1,294

5,139

245
 851
 7,529
Private equity
 
 
 1,391
 1,391
Hedge funds
 
 
 1,126
 1,126
Real estate
 
 
 1,030
 1,030
Private credit
 
 237
 929
 1,166
Pension plan assets subtotal$5,168

$5,139

$487
 $7,916
 $18,710


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Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 14 — Retirement Benefits

 Generation Exelon
As of December 31, 2018Level 1 Level 2 Level 3 Not subject to leveling Total Level 1 Level 2 Level 3 Not subject to leveling Total
Pledged assets for Zion Station decommissioning
 
 
   
 
 
 
   
Cash equivalents9
 
 
 
 9
 9
 
 
 
 9
Equities
 
 
 
 
 
 
 
 
 
Middle market lending
 
 
 
 
 
 
 
 
 
Pledged assets for Zion Station decommissioning subtotal9
 
 



9

9
 
 



9
Rabbi trust investments
 
 
   
 
 
 
   
Cash equivalents5
 
 
 
 5
 48
 
 
 
 48
Mutual funds24
 
 
 
 24
 72
 
 
 
 72
Fixed income
 
 
 
 
 
 15
 
 
 15
Life insurance contracts
 22
 
 
 22
 
 70
 38
 
 108
Rabbi trust investments subtotal(f)
29
 22
 
 

51

120
 85
 38
 

243
Commodity derivative assets
 
 
   

 
 
 
   

Economic hedges541
 2,760
 1,470
 
 4,771
 541
 2,760
 1,470
 
 4,771
Proprietary trading
 69
 77
 
 146
 
 69
 77
 
 146
Effect of netting and allocation of
collateral
(e)
(582) (2,357) (732) 
 (3,671) (582) (2,357) (732) 
 (3,671)
Commodity derivative assets subtotal(41) 472
 815



1,246

(41) 472
 815



1,246
Interest rate and foreign currency derivative assets                   
Derivatives designated as hedging instruments
 
 
 
 
 
 
 
 
 
Economic hedges
 13
 
 
 13
 
 13
 
 
 13
Effect of netting and allocation of collateral
 (3) 
 
 (3) 
 (3) 
 
 (3)
Interest rate and foreign currency derivative assets subtotal
 10
 



10


 10
 



10
Other investments
 
 42
 
 42
 
 
 42
 
 42
Total assets5,829
 4,102
 1,400

3,433

14,764

6,582
 4,165
 1,438

3,433

15,618
December 31, 2019(a)
Level 1 Level 2 Level 3 Not subject to leveling Total
OPEB plan assets         
Cash equivalents$39
 $
 $
 $
 $39
Equities473
 3
 
 719
 1,195
Fixed income:




   
U.S. Treasury and agencies17
 64
 
 
 81
State and municipal debt
 107
 
 
 107
Corporate debt
 49
 
 
 49
Other258
 78
 
 201
 537
Fixed income subtotal275

298



201
 774
Hedge funds
 
 
 293
 293
Real estate
 
 
 109
 109
Private credit
 
 
 131
 131
OPEB plan assets subtotal$787

$301

$
 $1,453

$2,541
Total pension and OPEB plan assets(c)
$5,955
 $5,440
 $487
 $9,369
 $21,251

December 31, 2018(a)
Level 1 Level 2 Level 3 Not subject to leveling Total
Pension plan assets         
Cash equivalents$350
 $
 $
 $
 $350
Equities(b)
3,364
 
 2
 1,980
 5,346
Fixed income:

 

 

   

U.S. Treasury and agencies996
 173
 
 
 1,169
State and municipal debt
 59
 
 
 59
Corporate debt
 3,716
 216
 
 3,932
Other(b)

 329
 
 613
 942
Fixed income subtotal996

4,277

216
 613
 6,102
Private equity
 
 
 1,219
 1,219
Hedge funds
 
 
 1,608
 1,608
Real estate
 
 
 1,029
 1,029
Private credit
 
 268
 798
 1,066
Pension plan assets subtotal$4,710

$4,277

$486
 $7,247

$16,720

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Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 14 — Retirement Benefits

 Generation Exelon
As of December 31, 2018Level 1 Level 2 Level 3 Not subject to leveling Total Level 1 Level 2 Level 3 Not subject to leveling Total
Liabilities
 
 
   
 
 
 
   

Commodity derivative liabilities
 
 
   
 
 
 
   
Economic hedges(642) (2,963) (1,027) 
 (4,632) (642) (2,963) (1,276) 
 (4,881)
Proprietary trading
 (73) (21) 
 (94) 
 (73) (21) 
 (94)
Effect of netting and allocation of
collateral
(e)
639
 2,581
 808
 
 4,028
 639
 2,581
 808
 
 4,028
Commodity derivative liabilities subtotal(3) (455) (240)


(698)
(3) (455) (489)


(947)
Interest rate and foreign currency derivative liabilities                   
Derivatives designated as hedging instruments
 
 
 
 
 
 (4) 
 
 (4)
Economic hedges
 (6) 
 
 (6) 
 (6) 
 
 (6)
Effect of netting and allocation of collateral
 3
 
 
 3
 
 3
 
 
 3
Interest rate and foreign currency derivative liabilities subtotal
 (3) 



(3)

 (7) 



(7)
Deferred compensation obligation
 (35) 
 
 (35) 
 (137) 
 
 (137)
Total liabilities(3) (493) (240)


(736)
(3) (599) (489)


(1,091)
Total net assets$5,826
 $3,609
 $1,160

$3,433

$14,028

$6,579
 $3,566
 $949

$3,433

$14,527
 Generation Exelon
As of December 31, 2017Level 1 Level 2 Level 3 Not subject to leveling Total Level 1 Level 2 Level 3 Not subject to leveling Total
Assets                   
Cash equivalents(a)
$168
 $
 $
 $
 $168
 $656
 $
 $
 $
 $656
NDT fund investments        
         
Cash equivalents(b)
135
 85
 
 
 220
 135
 85
 
 
 220
Equities4,163
 915
 
 2,176
 7,254
 4,163
 915
 
 2,176
 7,254
Fixed income




   
 




   
Corporate debt
 1,614
 251
 
 1,865
 
 1,614
 251
 
 1,865
U.S. Treasury and agencies1,917
 52
 
 
 1,969
 1,917
 52
 
 
 1,969
Foreign governments
 82
 
 
 82
 
 82
 
 
 82
State and municipal debt
 263
 
 
 263
 
 263
 
 
 263
Other(c)

 47
 
 510
 557
 
 47
 
 510
 557
Fixed income subtotal1,917

2,058

251

510

4,736

1,917

2,058

251

510

4,736

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

 Generation Exelon
As of December 31, 2017Level 1 Level 2 Level 3 Not subject to leveling Total Level 1 Level 2 Level 3 Not subject to leveling Total
Middle market lending
 
 397
 131
 528
 
 
 397
 131
 528
Private equity
 
 
 222
 222
 
 
 
 222
 222
Real estate
 
 
 471
 471
 
 
 
 471
 471
NDT fund investments subtotal(d)
6,215

3,058

648

3,510

13,431

6,215

3,058

648

3,510

13,431
Pledged assets for Zion Station decommissioning




   
 




   
Cash equivalents2
 
 
 
 2
 2
 
 
 
 2
Equities
 1
 
 
 1
 
 1
 
 
 1
Middle market lending



12
 24
 36
 



12
 24
 36
Pledged assets for Zion Station decommissioning subtotal2

1

12

24

39

2

1

12

24

39
Rabbi trust investments




   
 




   
Cash equivalents5
 
 
 
 5
 77
 
 
 
 77
Mutual funds23
 
 
 
 23
 58
 
 
 
 58
Fixed income
 
 
 
 
 
 12
 
 
 12
Life insurance contracts
 22
 
 
 22
 
 71
 22
 
 93
Rabbi trust investments subtotal(f)
28

22





50

135

83

22



240
Commodity derivative assets                   
Economic hedges557
 2,378
 1,290
 
 4,225
 557
 2,378
 1,290
 
 4,225
Proprietary trading2
 31
 35
 
 68
 2
 31
 35
 
 68
Effect of netting and allocation of
collateral
(e)
(585) (1,769) (635) 
 (2,989) (585) (1,769) (635) 
 (2,989)
Commodity derivative assets subtotal(26)
640

690



1,304

(26)
640

690



1,304
Interest rate and foreign currency derivative assets                   
Derivatives designated as hedging instruments
 3
 
 
 3
 
 6
 
 
 6
Economic hedges
 10
 
 
 10
 
 10
 
 
 10
Effect of netting and allocation of collateral(2) (5) 
 
 (7) (2) (5) 
 
 (7)
Interest rate and foreign currency derivative assets subtotal(2)
8





6

(2)
11





9
Other investments



37
 
 37
 
 
 37
 
 37
Total assets6,385

3,729

1,387

3,534

15,035

6,980

3,793

1,409

3,534

15,716

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

 Generation Exelon
As of December 31, 2017Level 1 Level 2 Level 3 Not subject to leveling Total Level 1 Level 2 Level 3 Not subject to leveling Total
Liabilities




   
 




   

Commodity derivative liabilities




   
 




   
Economic hedges(712) (2,226) (845) 
 (3,783) (713) (2,226) (1,101) 
 (4,040)
Proprietary trading(2) (42) (9) 
 (53) (2) (42) (9) 
 (53)
Effect of netting and allocation of
collateral
(e)
650
 2,089
 716
 
 3,455
 651
 2,089
 716
 
 3,456
Commodity derivative liabilities subtotal(64)
(179)
(138)


(381)
(64)
(179)
(394)


(637)
Interest rate and foreign currency derivative liabilities                   
Derivatives designated as hedging instruments
 (2) 
 
 (2) 
 (2) 
 
 (2)
Economic hedges(1) (8) 
 
 (9) (1) (8) 
 
 (9)
Effect of netting and allocation of collateral2
 5
 
 
 7
 2
 5
 
 
 7
Interest rate and foreign currency derivative liabilities subtotal1

(5)




(4)
1

(5)




(4)
Deferred compensation obligation

(38)

 
 (38) 

(145)

 
 (145)
Total liabilities(63)
(222)
(138)


(423)
(63)
(329)
(394)


(786)
Total net assets$6,322

$3,507

$1,249

$3,534

$14,612

$6,917

$3,464

$1,015

$3,534

$14,930
December 31, 2018(a)
Level 1 Level 2 Level 3 Not subject to leveling Total
OPEB plan assets         
Cash equivalents$22
 $
 $
 $
 $22
Equities537
 2
 
 508
 1,047
Fixed income:




   
U.S. Treasury and agencies11
 56
 
 
 67
State and municipal debt
 126
 
 
 126
Corporate debt
 48
 
 
 48
Other183
 72
 
 170
 425
Fixed income subtotal194

302


 170
 666
Hedge funds
 
 
 411
 411
Real estate
 
 
 132
 132
Private credit
 
 
 132
 132
OPEB plan assets subtotal$753

$304

$
 $1,353
 $2,410
Total pension and OPEB plan assets(c)
$5,463
 $4,581
 $486
 $8,600
 $19,130
__________
(a)Generation excludes cashSee Note 17—Fair Value of $283 millionFinancial Assets and $259 million at December 31, 2018 and 2017 and restricted cashLiabilities for a description of $39 million and $127 million at December 31, 2018 and 2017.  Exelon excludes cash of $458 million and $389 million at December 31, 2018 and 2017 and restricted cash of $80 million and $145 million at December 31, 2018 and 2017 and includes long-term restricted cash of $185 million and $85 million at December 31, 2018 and 2017, which is reported in Other deferred debits inlevels within the Consolidated Balance Sheets.fair value hierarchy.
(b)Includes $50 million and $77 million of cash received from outstanding repurchase agreements at December 31, 2018 and 2017, respectively, and is offset by an obligation to repay upon settlement of the agreement as discussed in (d) below.
(c)Includes derivative instruments of $44$2 million and less than $1 million, which have a total notional amount of $1,432$6,668 million and $811$5,991 million at December 31, 20182019 and 2017,2018, respectively. The notional principal amounts for these instruments provide one measure of the transaction volume outstanding as of the fiscal years ended and do not represent the amount of the company'scompany’s exposure to credit or market loss.
(d)(c)Excludes net liabilities of $130$120 million and $82$44 million at December 31, 2019 and 2018, and 2017, respectively.respectively, which are required to reconcile to the fair value of net plan assets. These items consist primarily of receivables or payables related to pending securities sales and purchases, interest and dividend receivables, repurchase agreement obligations, and payables related to pending securities purchases. The repurchase agreements are generally short-term in nature with durations generally of 30 days or less.
(e)Excludes net assets of less than $1 million at December 31, 2018 and 2017. These items consist of receivables related to pending securities sales, interest and dividend receivables, and payables related to pending securities purchases.
(f)The amount of unrealized gains/(losses) at Generation totaled less than $1 million and $1 million for the years ended December 31, 2018 and 2017, respectively. The amount of unrealized gains/(losses) at Exelon totaled $1 million for the years ended December 31, 2018 and 2017, respectively.
(g)Collateral posted/(received) from counterparties totaled $57 million, $224 million and $76 million allocated to Level 1, Level 2 and Level 3 mark-to-market derivatives, respectively, as of December 31, 2018. Collateral posted/(received) from counterparties totaled $65 million, $320 million and $81 million allocated to Level 1, Level 2 and Level 3 mark-to-market derivatives, respectively, as of December 31, 2017.
(h)Of the collateral posted/(received), $(94) million and $(117) million represents variation margin on the exchanges as of December 31, 2018 and 2017, respectively.dividends receivable.

The following table presents the reconciliation of Level 3 assets and liabilities for Exelon measured at fair value for pension and OPEB plans for the years ended December 31, 2019 and 2018:
 Fixed Income Equities 
Private
Credit
 Total
Pension Assets       
Balance as of January 1, 2019$216

$2
 $268
 $486
Actual return on plan assets:


   

Relating to assets still held at the
reporting date
28

3
 28
 59
Relating to assets sold during the
period
(7)

 
 (7)
Purchases, sales and settlements:


   

Purchases26


 41
 67
Sales(4)

 
 (4)
Settlements(a)
(2)

 (100) (102)
Transfers out of Level 3(12)

 
 (12)
Balance as of December 31, 2019$245

$5
 $237
 $487

304

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 14 — Retirement Benefits
Exelon and Generation hold investments without readily determinable fair values with carrying amounts of $72 millionas of December 31, 2018. Changes were immaterial in fair value, cumulative adjustments and impairments for the year ended December 31, 2018.
ComEd, PECO and BGE
The following tables present assets and liabilities measured and recorded at fair value in ComEd's, PECO's and BGE's Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2018 and 2017:
 ComEd PECO BGE
As of December 31, 2018Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets                       
Cash equivalents(a)
$209

$

$
 $209
 $111

$

$
 $111
 $4

$

$
 $4
Rabbi trust investments                       
Mutual funds




 
 7




 7
 6




 6
Life insurance contracts
 
 
 
 
 10
 
 10
 
 
 
 
Rabbi trust investments subtotal(b)

 
 
 
 7
 10
 
 17
 6
 
 
 6
Total assets209





209

118

10



128

10





10
Liabilities




 
 




 
 




 
Deferred compensation obligation

(6)

 (6) 

(10)

 (10) 

(5)

 (5)
Mark-to-market derivative liabilities(c)




(249) (249) 




 
 




 
Total liabilities

(6)
(249)
(255)


(10)


(10)


(5)


(5)
Total net assets (liabilities)$209

$(6)
$(249)
$(46)
$118

$

$

$118

$10

$(5)
$

$5

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

 ComEd PECO BGE
As of December 31, 2017Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets                       
Cash equivalents(a)
$98

$

$
 $98
 $228

$

$
 $228
 $

$

$
 $
Rabbi trust investments                       
Mutual funds




 
 7




 7
 6




 6
Life insurance contracts
 
 
 
 
 10
 
 10
 
 
 
 
Rabbi trust investments subtotal(b)

 
 
 
 7
 10
 
 17
 6
 
 
 6
Total assets98





98

235

10



245

6





6
Liabilities




 
 




 
 




 
Deferred compensation obligation

(8)

 (8) 

(11)

 (11) 

(5)

 (5)
Mark-to-market derivative liabilities(c)




(256) (256) 




 
 




 
Total liabilities

(8)
(256)
(264)


(11)


(11)


(5)


(5)
Total net assets (liabilities)$98

$(8)
$(256)
$(166)
$235

$(1)
$

$234

$6

$(5)
$

$1
 Fixed income Equities 
Private
Credit
 Total
Pension Assets       
Balance as of January 1, 2018$232

$2
 $224
 $458
Actual return on plan assets:


   

Relating to assets still held at the
reporting date
(14)

 9
 (5)
Relating to assets sold during the
period
(1)

 
 (1)
Purchases, sales and settlements:


   

Purchases19


 35
 54
Sales(8)

 
 (8)
Settlements(a)
(12)

 
 (12)
Balance as of December 31, 2018$216

$2

$268
 $486
__________
(a)
ComEd excludesRepresents cash of $93 million and $45 million at December 31, 2018 and 2017 and restricted cash of $28 million at December 31, 2018 and includes long-term restricted cash of $166 million and $62 million at December 31, 2018 and December 31, 2017, which is reported in Other deferred debits in the Consolidated Balance Sheets.  PECO excludes cash of $24 million and $47 million at December 31, 2018 and 2017.  BGE excludes cash of $7 million and $17 million at December 31, 2018 and 2017 and restricted cash of $2 million and $1 million at December 31, 2018 and December 31, 2017.
(b)The amount of unrealized gains/(losses) at ComEd, PECO and BGE totaled less than $1 million for the years ended December 31, 2018 and December 31, 2017.
(c)The Level 3 balance consists of the current and noncurrent liability of $26 million and $223 million, respectively, at December 31, 2018, and $21 million and $235 million, respectively, at December 31, 2017, related to floating-to-fixed energy swap contracts with unaffiliated suppliers.settlements only.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

PHI, Pepco, DPLThere were 0 significant transfers between Level 1 and ACE
The following tables present assets and liabilities measured and recorded at fair value in PHI's, Pepco's, DPL's and ACE's Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2018 and 2017:
  
 As of December 31, 2018  As of December 31, 2017
PHILevel 1 Level 2 Level 3 Total  Level 1 Level 2 Level 3 Total
Assets                
Cash equivalents(a)
$147
 $
 $
 $147
  $83
 $
 $
 $83
Rabbi trust investments      
        

Cash equivalents42
 
 
 42
  72
 
 
 72
Mutual Funds13
 
 
 13
  
 
 
 
Fixed income
 15
 
 15
  
 12
 
 12
Life insurance contracts
 22
 38
 60
  
 23
 22
 45
Rabbi trust investments subtotal(b)
55

37

38

130

 72

35

22

129
Total assets202

37

38

277


155

35

22

212
Liabilities               

Deferred compensation obligation
 (21) 
 (21)  
 (25) 
 (25)
Mark-to-market derivative liabilities
 
 
 
  (1) 
 
 (1)
Effect of netting and allocation of collateral
 
 
 
  1
 
 
 1
Mark-to-market derivative liabilities subtotal















Total liabilities

(21)


(21)



(25)


(25)
Total net assets$202

$16

$38

$256


$155

$10

$22

$187
 Pepco DPL ACE
As of December 31, 2018Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets                       
Cash equivalents(a)
$38
 $
 $
 $38
 $16
 $
 $
 $16
 $23
 $
 $
 $23
Rabbi trust investments      

       

       

Cash equivalents41
 
 
 41
 
 
 
 
 
 
 
 
Fixed income
 5
 
 5
 
 
 
 
 
 
 
 
Life insurance contracts
 22
 37
 59
 
 
 
 
 
 
 
 
Rabbi trust investments subtotal(b)
41

27

37

105
















Total assets79

27

37

143

16





16

23





23
Liabilities                       
Deferred compensation obligation
 (3) 
 (3) 
 (1) 
 (1) 
 
 
 
Total liabilities

(3)


(3)


(1)


(1)







Total net assets (liabilities)$79

$24

$37

$140

$16

$(1)
$

$15

$23

$

$

$23

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

 Pepco DPL ACE
As of December 31, 2017Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets                       
Cash equivalents(a)
$36
 $
 $
 $36
 $
 $
 $
 $
 $29
 $
 $
 $29
Rabbi trust investments      

       

       

Cash equivalents44
 
 
 44
 
 
 
 
 
 
 
 
Fixed income
 12
 
 12
 
 
 
 
 
 
 
 
Life insurance contracts
 23
 22
 45
 
 
 
 
 
 
 
 
Rabbi trust investments subtotal(b)
44

35

22

101
















Total assets80

35

22

137









29





29
Liabilities                       
Deferred compensation obligation
 (4) 
 (4) 
 (1) 
 (1) 
 
 
 
Mark-to-market derivative liabilities
 
 
 
 (1) 
 
 (1) 
 
 
 
Effect of netting and allocation of collateral
 
 
 
 1
 
 
 1
 
 
 
 
Mark-to-market derivative liabilities subtotal






















Total liabilities

(4)


(4)


(1)


(1)







Total net assets (liabilities)$80

$31

$22

$133

$

$(1)
$

$(1)
$29

$

$

$29
__________
(a)
PHI excludes cash of $39 million and $12 million at December 31, 2018 and 2017 and includes long term restricted cash of $19 million and $23 million at December 31, 2018 and 2017 which is reported in Other deferred debits in the Consolidated Balance Sheets.  Pepco excludes cash of $15 million and $4 million at December 31, 2018 and 2017. DPL excludes cash of $8 million and $2 million at December 31, 2018 and 2017. ACE excludes cash of $7 million and $2 million at December 31, 2018 and 2017 and includes long-term restricted cash of $19 million and $23 million at December 31, 2018 and 2017 at December 31, 2018 and 2017 which is reported in Other deferred debits in the Consolidated Balance Sheets.
(b)The amount of unrealized gains/(losses) at PHI totaled $1 million for the years ended December 31, 2018 and 2017, respectively. The amount of unrealized gains/(losses) at Pepco totaled less than $1 million for the years ended December 31, 2018 and 2017, respectively.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

The following tables present the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis2 during the yearsyear ended December 31, 20182019 for the pension and 2017:
 Generation ComEd PHI   Exelon
For the year ended December 31, 2018NDT Fund Investments Pledged Assets
for Zion Station
Decommissioning
 Mark-to-Market
Derivatives
 Other
Investments
 Total Generation 
Mark-to-Market
Derivatives
 
Life Insurance Contracts(c)
 Eliminated in Consolidation Total
Balance as of January 1, 2018$648

$12
 $552

$37
 $1,249
 $(256) $22
 $
 $1,015
Total realized / unrealized gains (losses)


 

  

       
Included in net income


 (105)
(a) 
3
 (102) 
 4
 
 (98)
Included in noncurrent payables to affiliates(1)

 


 (1) 
 
 1
 
Included in payable for Zion Station decommissioning

7
 


 7
 
 
 
 7
Included in regulatory assets/liabilities


 
 
 
 7
(b) 

 (1) 6
Change in collateral


 (5)

 (5) 
 
 
 (5)
Purchases, sales, issuances and settlements 
   
  
       
Purchases36

1
 190
(e) 
4
 231
 
 
 
 231
Sales

(20) (4)

 (24) 
 
 
 (24)
Issuances
 
 
 
 
 
 
 
 
Settlements(140)

 5


 (135) 
 12
 
 (123)
Transfers into Level 3


 (22)
(d) 

 (22) 
 
 
 (22)
Transfers out of Level 3


 (36)
(d) 
(2) (38) 
 
 
 (38)
Other miscellaneous
 
 



 
 
 
 
 
Balance as of December 31, 2018$543

$
 $575

$42

$1,160
 $(249)
$38

$
 $949
The amount of total (losses) gains included in income attributed to the change in unrealized (losses) gains related to assets and liabilities held as of December 31, 2018$(5) $
 $165
 $3
 $163
 $
 $
 $
 $163

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

 Generation ComEd PHI   Exelon
For the year ended December 31, 2017NDT Fund Investments 
Pledged Assets
for Zion Station
Decommissioning
 
Mark-to-Market
Derivatives
 
Other
Investments
 Total Generation 
Mark-to-Market
Derivatives
 
Life Insurance Contracts(c)
 Eliminated in Consolidation Total
Balance as of January 1, 2017$677

$19
 $493

$42
 $1,231
 $(258) $20
 $
 $993
Total realized / unrealized gains (losses)


 


 

       

Included in net income3


 (90)
(a) 
3
 (84) 
 3
 
 (81)
Included in noncurrent payables to affiliates6


 
 
 6
 
 
 (6) 
Included in payable for Zion Station decommissioning

(8) 
 
 (8) 
   
 (8)
Included in regulatory assets/liabilities
 
 
 
 
 2
(b) 

 6
 8
Change in collateral


 20
 
 20
 
 
 
 20
Purchases, sales, issuances and settlements


 
 
 

       

Purchases64

1
 178
 5
 248
 
 
 
 248
Sales


 (16)

 (16) 
 
 
 (16)
Issuances
 
 
 
 
 
 (1) 
 (1)
Settlements(102)

 (8)

 (110) 
 
 
 (110)
Transfers into Level 3


 (6)
(d) 

 (6) 
 
 
 (6)
Transfers out of Level 3


 (50)
(d) 
(11) (61) 
 
 
 (61)
Other miscellaneous$
 $
 $31
 $(2) $29
 $
 $
 $
 $29
Balance as of December 31, 2017$648

$12
 $552

$37

$1,249
 $(256) $22
 $
 $1,015
The amount of total gains (losses) included in income attributed to the change in unrealized gains (losses) related to assets and liabilities held as of December 31, 2017$1

$
 $254

$3
 $258
 $
 $3
 $
 $261
__________
(a)Includes a reduction for the reclassification of $265 million and $352 million of realized gains due to the settlement of derivative contracts for the years ended December 31, 2018 and 2017, respectively.
(b)Includes $24 million of decreases in fair value and an increase for realized losses due to settlements of $17 million recorded in purchased power expense associated with floating-to-fixed energy swap contracts with unaffiliated suppliers for the year ended December 31, 2018. Includes $18 million of decreases in fair value and an increase for realized losses due to settlements of $20 million recorded in purchased power expense associated with floating-to-fixed energy swap contracts with unaffiliated suppliers for the year ended December 31, 2017.
(c)The amounts represented are life insurance contracts at Pepco.
(d)Transfers into and out of Level 3 generally occur when the contract tenor becomes less and more observable respectively, primarily due to changes in market liquidity or assumptions for certain commodity contracts.
(e)Includes $(19) million of fair value from contracts acquired as a result of the Everett Marine Terminal acquisition

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

The following tables present the income statement classification of the total realized and unrealized gains (losses) included in income for Level 3 assets and liabilities measured at fair value on a recurring basis during the years ended December 31, 2018 and 2017:
 Generation PHI Exelon
 
Operating
Revenues
 
Purchased
Power and
Fuel
 Other, net Operating and
Maintenance
 
Operating
Revenues
 
Purchased
Power and
Fuel
 Operating and
Maintenance
 Other, net
Total (losses) gains included in net income for the year ended December 31, 2018$(7) $(93) $3
 $4
 $(7) $(93) $4
 $3
Change in the unrealized gains relating to assets and liabilities held for the year ended December 31, 2018144
 21
 (2) 
 144
 21
 
 (2)
 Generation PHI Exelon
 
Operating
Revenues
 
Purchased
Power and
Fuel
 Other, net Operating and
Maintenance
 
Operating
Revenues
 
Purchased
Power and
Fuel
 Operating and
Maintenance
 Other, net
Total gains (losses) included in net income for the year ended December 31, 2017$28
 $(126) $6
 $3
 $28
 $(126) $3
 $6
Change in the unrealized gains (losses) relating to assets and liabilities held for the year ended December 31, 2017290
 (36) 4
 3
 290
 (36) 3
 4
OPEB plan assets.
Valuation Techniques Used to Determine Fair Value
The following describestechniques used to fair value the pension and OPEB assets invested in cash equivalents, equities, fixed income, derivatives, private equity, real estate, and private credit investments are the same as the valuation techniques used to measure the fair value of the assets and liabilities shown in the tables above.
Cash Equivalents (Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE).The Registrants’ cash equivalents include investments with original maturities of three months or less when purchased. The cash equivalents shown in the fair value tables are comprisedfor these types of investments in mutualNDTFs. See Cash Equivalents and money market funds. The fair values of the shares of these funds are based on observable market prices and, therefore, have been categorized in Level 1 in the fair value hierarchy.
NDT Fund Investments in Note 17 - Fair Value of Financial Assets and Pledged AssetsLiabilities for Zion Station Decommissioning (Exelonfurther information.
Pension and Generation). The trustOPEB assets also include investments in hedge funds. Hedge fund investments have been establishedinclude those seeking to satisfy Generation’s and CENG's nuclear decommissioning obligations as required by the NRC. The NDT funds hold debt and equity securities directly and indirectly through commingled funds and mutual funds, which are included in Equities and Fixed Income. Generation’s and CENG's NDT fund investments policies outline investment guidelines for the trusts and limit the trust funds’ exposures to investments in highly illiquid markets and other alternative investments. Investments with maturities of three months or less when purchased, including certain short-term fixed income securities are considered cash equivalents and included in the recurring fair value measurements hierarchy as Level 1 or Level 2.
With respect to individually held equity securities, the trustees obtain prices from pricing services, whose prices are generally obtained from direct feeds from market exchanges, which Generation is able to independently corroborate. The fair values of equity securities held directly by the trust funds which are based on quoted prices in active markets are categorized in Level 1. Certain equity securities have been categorized as Level 2 because they are based on evaluated prices that reflect observable market information, such as actual trade information or similar securities. Equity securities held individually are primarily traded on the New York Stock Exchange and NASDAQ-Global Select Market, which contain only actively traded securities due to the volume trading requirements imposed by these exchanges.
For fixed income securities, multiple prices from pricing services are obtained whenever possible, which enables cross-provider validations in addition to checks for unusual daily movements. A primary price source is identified based on asset type, class or issue for each security. With respect to individually held fixed income securities, the

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

trustees monitor prices supplied by pricing services and may use a supplemental price source or change the primary price source of a given security if the portfolio managers challenge an assigned price and the trustees determine that another price source is considered to be preferable. Generation has obtained an understanding of how these prices are derived, including the nature and observability of the inputs used in deriving such prices. Additionally, Generation selectively corroborates the fair values of securities by comparison to other market-based price sources. U.S. Treasury securities are categorized as Level 1 because they trade in a highly liquid and transparent market. The fair values of fixed income securities, excluding U.S. Treasury securities, are based on evaluated prices that reflect observable market information, such as actual trade information or similar securities, adjusted for observable differences and are categorized in Level 2. The fair values of private placement fixed income securities, which are included in Corporate debt, are determinedmaximize absolute returns using a third-party valuation that contains significant unobservable inputsbroad range of strategies to enhance returns and are categorized in Level 3.
Equity and fixed income commingled funds and mutual funds are maintained by investment companies and hold certain investments in accordance with a stated set of fund objectives such as holding short-term fixed income securities or tracking the performance of certain equity indices by purchasing equity securities to replicate the capitalization and characteristics of the indices. The values of some of these funds are publicly quoted. For mutual funds which are publicly quoted, the funds are valued based on quoted prices in active markets and have been categorized as Level 1. For commingled funds and mutual funds, which are not publicly quoted, the funds are valued using NAV as a practical expedient for fair value, which is primarily derived from the quoted prices in active markets on the underlying securities, and are not classified within the fair value hierarchy. These investments typically can be redeemed monthly with 30 or less days of notice and without further restrictions.
Derivative instruments consisting primarily of futures and interest rate swaps to manage risk are recorded at fair value. Over the counter derivatives are valued daily based on quoted prices in active markets and trade in open markets, and have been categorized as Level 1. Derivative instruments other than over the counter derivatives are valued based on external price data of comparable securities and have been categorized as Level 2.
Middle market lending are investments in loans or managed funds which lend to private companies. Generation elected the fair value option for its investments in certain limited partnerships that invest in middle market lending managed funds.provide additional diversification. The fair value of these loans is determined using a combination of valuation models including cost models, market models, and income models. Investments in loans are categorized as Level 3 because the fair value of these securities is based largely on inputs that are unobservable and utilize complex valuation models. Managedhedge funds are valued using NAV or its equivalent as a practical expedient, and therefore, are not classified within the fair value hierarchy. Investments in middle market lending typically cannot be redeemed until maturity of the term loan.
Private equity and real estate investments include those in limited partnerships that invest in operating companies and real estate holding companies that are not publicly traded on a stock exchange, such as, leveraged buyouts, growth capital, venture capital, distressed investments, investments in natural resources, and direct investments in pools of real estate properties. The fair value of private equity and real estate investments is determined using NAV or its equivalent as a practical expedient, and therefore, hedge funds are not classified within the fair value hierarchy. TheseExelon has the ability to redeem these investments typically cannot be redeemed andat NAV or its equivalent subject to certain restrictions which may include a lock-up period or a gate.
Defined Contribution Savings Plan (All Registrants)
The Registrants participate in various 401(k) defined contribution savings plans that are generally liquidated over a period of 8 to 10 years from the initial investment date, which is based on Exelon’s understandingsponsored by Exelon. The plans are qualified under applicable sections of the investment funds. Private equityIRC and real estate valuations are reported by the fund manager and are based on the valuationallow employees to contribute a portion of the underlying investments, which include inputs such as cost, operating results, discounted future cash flows, market based comparable data, and independent appraisals from sources with professional qualifications. These valuation inputs are unobservable.
As of December 31, 2018, Generation has outstanding commitments to invest in fixedtheir pre-tax and/or after-tax income middle market lending, private equity and real estate investments of approximately $127 million, $224 million, $326 million and $273 million, respectively. These commitments will be funded by Generation’s existing NDT funds.
Concentrations of Credit Risk. Generation evaluated its NDT portfolios for the existence of significant concentrations of credit risk as of December 31, 2018. Types of concentrations that were evaluated include, but are not limited to, investment concentrations in a single entity, type of industry, foreign country, and individual fund. As of December 31, 2018, there were no significant concentrations (generally defined as greater than 10 percent) of risk in Generation's NDT assets.
See Note 15 — Asset Retirement Obligations for additional information on the NDT fund investments.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Rabbi Trust Investments (Exelon, Generation, PECO, BGE, PHI, Pepco, DPL and ACE). The Rabbi trusts were established to hold assets related to deferred compensation plans existing for certain active and retired members of Exelon’s executive management and directors. The Rabbi trusts' assets are included in investments in the Registrants’ Consolidated Balance Sheets and consist primarily of money market funds, mutual funds, fixed income securities and life insurance policies. The mutual funds are maintained by investment companies and hold certain investments in accordance with specified guidelines. All Registrants match a stated set of fund objectives, which are consistent with Exelon’s overall investment strategy. Money market funds and mutual funds are publicly quoted and have been categorized as Level 1 given the clear observabilitypercentage of the prices.employee contributions up to certain limits. The fair values of fixed income securities are based on evaluated prices that reflect observable market information, such as actual trade information or similar securities, adjusted for observable differences and are categorized in Level 2. The life insurance policies are valued usingfollowing table presents matching contributions to the cash surrender value of the policies, net of loans against those policies, which is provided by a third-party. Certain life insurance policies, which consist primarily of mutual funds that are priced based on observable market data, have been categorized as Level 2 because the life insurance policies can be liquidated at the reporting datesavings plan for the value of the underlying assets. Life insurance policies that are valued using unobservable inputs have been categorized as Level 3.
Mark-to-Market Derivatives (Exelon, Generation, ComEd, PHIyears ended December 31, 2019, 2018 and DPL).Derivative contracts are traded in both exchange-based and non-exchange-based markets. Exchange-based derivatives that are valued using unadjusted quoted prices in active markets are categorized in Level 1 in the fair valuehierarchy. Certain derivatives’ pricing is verified using indicative price quotations available through brokers or over-the-counter, on-line exchanges and are categorized in Level 2. These price quotations reflect the average of the bid-ask, mid-point prices and are obtained from sources that the Registrants believe provide the most liquid market for the commodity. The price quotations are reviewed and corroborated to ensure the prices are observable and representative of an orderly transaction between market participants. This includes consideration of actual transaction volumes, market delivery points, bid-ask spreads and contract duration. The remainder of derivative contracts are valued using the Black model, an industry standard option valuation model. The Black model takes into account inputs such as contract terms, including maturity, and market parameters, including assumptions of the future prices of energy, interest rates, volatility, credit worthiness and credit spread. For derivatives that trade in liquid markets, such as generic forwards, swaps and options, model inputs are generally observable. Such instruments are categorized in Level 2. The Registrants’ derivatives are predominantly at liquid trading points. For derivatives that trade in less liquid markets with limited pricing information, model inputs generally would include both observable and unobservable inputs. These valuations may include an estimated basis adjustment from an illiquid trading point to a liquid trading point for which active price quotations are available. Such instruments are categorized in Level 3.
Exelon may utilize fixed-to-floating interest rate swaps as a means to achieve its targeted level of variable-rate debt as a percent of total debt. In addition, the Registrants may utilize interest rate derivatives to lock in interest rate levels in anticipation of future financings. Exelon determines the current fair value by calculating the net present value of expected payments and receipts under the swap agreement, based on and discounted by the market's expectation of future interest rates. Additional inputs to the net present value calculation may include the contract terms, counterparty credit risk and other market parameters. As these inputs are based on observable data and valuations of similar instruments, the interest rate swaps are categorized in Level 2 in the fair value hierarchy. See Note 12 — Derivative Financial Instruments for additional information on mark-to-market derivatives.
Deferred Compensation Obligations (Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE).  The Registrants’ deferred compensation plans allow participants to defer certain cash compensation into a notional investment account. The Registrants include such plans in other current and noncurrent liabilities in their Consolidated Balance Sheets. The value of the Registrants’ deferred compensation obligations is based on the market value of the participants’ notional investment accounts. The underlying notional investments are comprised primarily of equities, mutual funds, commingled funds and fixed income securities which are based on directly and indirectly observable market prices. Since the deferred compensation obligations themselves are not exchanged in an active market, they are categorized as Level 2 in the fair value hierarchy.
The value of certain employment agreement obligations (which are included with the Deferred Compensation Obligation in the tables above) are based on a known and certain stream of payments to be made over time and are categorized as Level 2 within the fair value hierarchy.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Additional Information Regarding Level 3 Fair Value Measurements (Exelon, Generation, ComEd, PHI, Pepco, DPL and ACE)
NDT Fund Investments and Pledged Assets for Zion StationDecommissioning (Exelon and Generation).For middle market lending and certain corporate debt securities investments, the fair value is determined using a combination of valuation models including cost models, market models and income models. The valuation estimates are based on discounting the forecasted cash flows, market-based comparable data, credit and liquidity factors, as well as other factors that may impact value. Significant judgment is required in the application of discounts or premiums applied for factors such as size, marketability, credit risk and relative performance.
Because Generation relies on third-party fund managers to develop the quantitative unobservable inputs without adjustment for the valuations of its Level 3 investments, quantitative information about significant unobservable inputs used in valuing these investments is not reasonably available to Generation. This includes information regarding the sensitivity of the fair values to changes in the unobservable inputs. Therefore, Generation has not disclosed such inputs.
Rabbi Trust Investments - Life insurance contracts (Exelon, PHI, Pepco, DPL and ACE). Forlife insurance policies categorized as Level 3, the fair value is determined based on the cash surrender value of the policy, which contains unobservable inputs and assumptions. Because Exelon relies on its third-party insurance provider to develop the inputs without adjustment for the valuations of its Level 3 investments, quantitative information about significant unobservable inputs used in valuing these investments is not reasonably available to Exelon. Therefore, Exelon has not disclosed such inputs.
Mark-to-Market Derivatives (Exelon, Generation and ComEd).For valuations that include both observable and unobservable inputs, if the unobservable input is determined to be significant to the overall inputs, the entire valuation is categorized in Level 3. This includes derivatives valued using indicative price quotations whose contract tenure extends into unobservable periods. In instances where observable data is unavailable, consideration is given to the assumptions that market participants would use in valuing the asset or liability. This includes assumptions about market risks such as liquidity, volatility and contract duration. Such instruments are categorized in Level 3 as the model inputs generally are not observable. Forward price curves for the power market utilized by the front office to manage the portfolio, are reviewed and verified by the middle office, and used for financial reporting by the back office. The Registrants consider credit and nonperformance risk in the valuation of derivative contracts categorized in Level 2 and 3, including both historical and current market data in its assessment of credit and nonperformance risk by counterparty. Due to master netting agreements and collateral posting requirements, the impacts of credit and nonperformance risk were not material to the financial statements.
Disclosed below is detail surrounding the Registrants’ significant Level 3 valuations. The calculated fair value includes marketability discounts for margining provisions and other attributes. Generation’s Level 3 balance generally consists of forward sales and purchases of power and natural gas and certain transmission congestion contracts. Generation utilizes various inputs and factors including market data and assumptions that market participants would use in pricing assets or liabilities as well as assumptions about the risks inherent in the inputs to the valuation technique. The inputs and factors include forward commodity prices, commodity price volatility, contractual volumes, delivery location, interest rates, credit quality of counterparties and credit enhancements.
For commodity derivatives, the primary input to the valuation models is the forward commodity price curve for each instrument. Forward commodity price curves are derived by risk management for liquid locations and by the traders and portfolio managers for illiquid locations. All locations are reviewed and verified by risk management considering published exchange transaction prices, executed bilateral transactions, broker quotes, and other observable or public data sources. The relevant forward commodity curve used to value each of the derivatives depends on a number of factors, including commodity type, delivery location, and delivery period. Price volatility varies by commodity and location. When appropriate, Generation discounts future cash flows using risk free interest rates with adjustments to reflect the credit quality of each counterparty for assets and Generation’s own credit quality for liabilities. The level of observability of a forward commodity price varies generally due to the delivery location and delivery period. Certain delivery locations including PJM West Hub (for power) and Henry Hub (for natural gas) are more liquid and prices are observable for up to three years in the future. The observability period of volatility is generally shorter than the underlying power curve used in option valuations. The forward curve for a less liquid location is estimated by using the forward curve from the liquid location and applying a spread to represent the cost to transport the commodity to the delivery location. This spread does not typically represent a majority of the instrument’s market price. As a result, the change in fair value is closely tied to liquid market movements and not

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

a change in the applied spread. The change in fair value associated with a change in the spread is generally immaterial. An average spread calculated across all Level 3 power and gas delivery locations is approximately $3.18 and $0.64 for power and natural gas, respectively. Many of the commodity derivatives are short term in nature and thus a majority of the fair value may be based on observable inputs even though the contract as a whole must be classified as Level 3.
On December 17, 2010, ComEd entered into several 20-year floating to fixed energy swap contracts with unaffiliated suppliers for the procurement of long-term renewable energy and associated RECs. See Note 12 — Derivative Financial Instruments for additional information. The fair value of these swaps has been designated as a Level 3 valuation due to the long tenure of the positions and internal modeling assumptions. The modeling assumptions include using natural gas heat rates to project long term forward power curves adjusted by a renewable factor that incorporates time of day and seasonality factors to reflect accurate renewable energy pricing. In addition, marketability reserves are applied to the positions based on the tenor and supplier risk.
The following tables present the significant inputs to the forward curve used to value these positions:2017:
For the Year Ended December 31,Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
2019$161
 $73

$35

$11

$12

13
 $3
 $3
 $2
2018179
 86

37

9

12

13
 3
 2
 2
2017128
 55

31

10

10

13
 3
 2
 2

Type of trade Fair Value at December 31, 2018 
Valuation
Technique
 
Unobservable
Input
 Range
Mark-to-market derivatives—Economic hedges (Exelon and Generation)(a)(b)
 $443
 
Discounted
Cash Flow
 Forward power price $12-$174
      Forward gas price $0.78-$12.38
    Option Model Volatility percentage 10%-277%
           
Mark-to-market derivatives—Proprietary trading (Exelon and Generation)(a)(b)
 $56
 
Discounted
Cash Flow
 Forward power price $14-$174
      
    
Mark-to-market derivatives (Exelon and ComEd) $(249) 
Discounted
Cash Flow
 
Forward heat rate(c)
 10x-11x
      Marketability reserve 4%-8%
      Renewable factor 86%-120%
______
(a)The valuation techniques, unobservable inputs and ranges are the same for the asset and liability positions.
(b)The fair values do not include cash collateral posted on level three positions of $76 million as of December 31, 2018.
(c)Quoted forward natural gas rates are utilized to project the forward power curve for the delivery of energy at specified future dates. The natural gas curve is extrapolated beyond its observable period to the end of the contract’s delivery.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Type of trade Fair Value at December 31, 2017 
Valuation
Technique
 
Unobservable
Input
 Range
Mark-to-market derivatives—Economic hedges (Exelon and Generation)(a)(b)
 $445
 
Discounted
Cash Flow
 Forward power price $3-$124
      Forward gas price $1.27-$12.80
    Option Model Volatility percentage 11%-139%
           
Mark-to-market derivatives—
Proprietary trading (Exelon and Generation)(a)(b)
 $26
 
Discounted
Cash Flow
 Forward power price $14-$94
           
Mark-to-market derivatives (Exelon and ComEd) $(256) 
Discounted
Cash Flow
 
Forward heat rate(c)
 9x-10x
      Marketability reserve 4%-8%
      Renewable factor 88%-120%
__________
(a)The valuation techniques, unobservable inputs and ranges are the same for the asset and liability positions.
(b)The fair values do not include cash collateral posted on level three positions $81 million as of December 31, 2017.
(c)Quoted forward natural gas rates are utilized to project the forward power curve for the delivery of energy at specified future dates. The natural gas curve is extrapolated beyond its observable period to the end of the contract’s delivery.
The inputs listed above, which are as of the balance sheet date, would have a direct impact on the fair values of the above instruments if they were adjusted. The significant unobservable inputs used in the fair value measurement of Generation’s commodity derivatives are forward commodity prices and for options is price volatility. Increases (decreases) in the forward commodity price in isolation would result in significantly higher (lower) fair values for long positions (contracts that give Generation the obligation or option to purchase a commodity), with offsetting impacts to short positions (contracts that give Generation the obligation or right to sell a commodity). Increases (decreases) in volatility would increase (decrease) the value for the holder of the option (writer of the option). Generally, a change in the estimate of forward commodity prices is unrelated to a change in the estimate of volatility of prices. An increase to the reserves listed above would decrease the fair value of the positions. An increase to the heat rate or renewable factors would increase the fair value accordingly. Generally, interrelationships exist between market prices of natural gas and power. As such, an increase in natural gas pricing would potentially have a similar impact on forward power markets.
12.15. Derivative Financial Instruments (All Registrants)
The Registrants use derivative instruments to manage commodity price risk, interest rate risk and foreign exchange risk related to ongoing business operations.
Authoritative guidance requires that derivative instruments be recognized as either assets or liabilities at fair value, with changes in fair value of the derivative recognized in earnings immediately. Other accounting treatments are

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Note 15 — Derivative Financial Instruments

available through special election and designation, provided they meet specific, restrictive criteria both at the time of designation and on an ongoing basis. These alternative permissible accounting treatments include NPNS, cash flow hedges and fair value hedges. All derivative economic hedges related to commodities, referred to as economic hedges, are recorded at fair value through earnings at Generation and are offset by a corresponding regulatory asset or liability at ComEd. For all NPNS derivative instruments, accounts receivable or accounts payable are recorded when derivative settles and revenue or expense is recognized in earnings as the underlying physical commodity is sold or consumed.
Authoritative guidance about offsetting assets and liabilities requires the fair value of derivative instruments to be shown in the Combined Notes to Consolidated Financial Statements on a gross basis, even when the derivative instruments are subject to legally enforceable master netting agreements and qualify for net presentation in the Consolidated Balance Sheets. A master netting agreement is an agreement between two counterparties that may have derivative and non-derivative contracts with each other providing for the net settlement of all referencing contracts via one payment stream, which takes place as the contracts deliver, when collateral is requested or in the event of default. In the tables below that present fair value balances, Generation’s energy-related economic hedges and proprietary trading derivatives are shown gross. The impact of the netting of fair value balances with the same counterparty that are subject to legally enforceable master netting agreements, as well as netting of cash collateral, including margin on exchange positions, is aggregated in the collateral and netting columns.
Generation’s and ComEd’s use of cash collateral is generally unrestricted unless Generation or ComEd are downgraded below investment grade. Cash collateral held by PECO, BGE, Pepco, DPL and ACE must be deposited in an unaffiliated major U.S. commercial bank or foreign bank with a U.S. branch office that meet certain qualifications.
Commodity Price Risk (All Registrants)
To the extent the amount of energy Generation produces differs from the amount of energy it has contracted to sell, Exelon and Generation are exposed to market fluctuations in the prices of electricity, fossil fuels and other commodities. Each of the Registrants employ established policies and procedures to manage their risks associated with market fluctuations in commodity prices by entering into physical and financial derivative contracts, including swaps, futures, forwards, options and short-term and long-term commitments to purchase and sell energy and commodity products. The Registrants believe these instruments, which are either determined to be non-derivative or classified as economic hedges, mitigate exposure to fluctuations in commodity prices.
Derivative authoritative guidance requires that derivative instruments be recognized as either assets or liabilities at fair value, with changes in fair valueGeneration. To the extent the amount of energy Generation produces differs from the derivative recognized in earnings immediately. Other accounting treatmentsamount of energy it has contracted to sell, Exelon and Generation are available through special election and designation, provided they meet specific, restrictive criteria both at the time of designation and on an ongoing basis. These alternative permissible accounting treatments include normal purchase normal sale (NPNS), cash flow hedges and fair value hedges. For Generation, all derivative

Combined Notesexposed to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

economic hedges related to commodities are recorded at fair value through earnings for the consolidated company, referred to as economic hedgesmarket fluctuations in the following tables. Additionally, Generation is exposed to certain market risks through its proprietary trading activities. The proprietary trading activities are a complement to Generation’s energy marketing portfolio but represent a small portionprices of Generation’s overall energy marketing activities.
Fair value authoritative guidance and disclosures about offsetting assets and liabilities requires the fair value of derivative instruments to be shown in the Combined Notes to Consolidated Financial Statements on a gross basis, even when the derivative instruments are subject to legally enforceable master netting agreements and qualify for net presentation in the Consolidated Balance Sheet. A master netting agreement is an agreement between two counterparties that may have derivative and non-derivative contracts with each other providing for the net settlement of all referencing contracts via one payment stream, which takes place as the contracts deliver, when collateral is requested or in the event of default. Generation’s use of cash collateral is generally unrestricted, unless Generation is downgraded below investment grade (i.e., to BB+ or Ba1). In the table below, Generation’s energy-related economic hedges and proprietary trading derivatives are shown gross. The impact of the netting of fair value balances with the same counterparty that are subject to legally enforceable master netting agreements, as well as netting of cash collateral, including margin on exchange positions, is aggregated in the collateral and netting column. As of December 31, 2018, $2 million of cash collateral posted with external counterparties and an additional $12 million of cash collateral posted with ComEd, and as of December 31, 2017, $4 million of cash collateral held, was not offset against derivative positions because such collateral was not associated with any energy-related derivatives, were associated with accrual positions, or had no positions to offset as of the balance sheet date. Excluded from the tables below are economic hedges that qualify for the NPNS scope exceptionelectricity, fossil fuels and other non-derivative contracts that are accounted for under the accrual method of accounting.
ComEd’s use of cash collateral is generally unrestricted unless ComEd is downgraded below investment grade (i.e., to BB+ or Ba1).
Cash collateral held by PECO and BGE must be deposited in an unaffiliated major U.S. commercial bank or foreign bank with a U.S. branch office that meet certain qualifications.
In the table below, DPL's economic hedges are shown gross. The impact of the netting of fair value balances with the same counterparty that are subject to legally enforceable master netting agreements, as well as netting of cash collateral, including margin on exchange positions, is aggregated in the collateral and netting column.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

The following table provides a summary of the derivative fair value balances related to commodity contracts recorded by the Registrants as of December 31, 2018:
 Generation ComEd Exelon
Description
Economic
Hedges
 
Proprietary
Trading
 
Collateral
and
Netting(a)(d)
 
Subtotal(b)
 
Economic
Hedges(c)
 
Total
Derivatives
Mark-to-market derivative assets (current assets)$3,505
 $105
 $(2,809) $801
 $
 $801
Mark-to-market derivative assets (noncurrent assets)1,266
 41
 (862) 445
 
 445
Total mark-to-market derivative assets4,771

146

(3,671) 1,246
 

1,246
Mark-to-market derivative liabilities (current liabilities)(3,429) (74) 3,056
 (447) (26) (473)
Mark-to-market derivative liabilities (noncurrent liabilities)(1,203) (20) 972
 (251) (223) (474)
Total mark-to-market derivative liabilities(4,632)
(94)
4,028
 (698) (249)
(947)
Total mark-to-market derivative net assets (liabilities)$139

$52

$357
 $548
 $(249)
$299
__________
(a)Exelon and Generation net all available amounts allowed under the derivative authoritative guidance on the balance sheet. These amounts include unrealized derivative transactions with the same counterparty under legally enforceable master netting agreements and cash collateral. In some cases, Exelon and Generation may have other offsetting exposures, subject to a master netting or similar agreement, such as trade receivables and payables, transactions that do not qualify as derivatives, letters of credit and other forms of non-cash collateral. These are not reflected in the table above.
(b)Current and noncurrent assets are shown net of collateral of $121 million and $51 million, respectively, and current and noncurrent liabilities are shown net of collateral of $125 million and $60 million, respectively. The total cash collateral posted, net of cash collateral received and offset against mark-to-market assets and liabilities was $357 million at December 31, 2018.
(c)Includes current and noncurrent liabilities relating to floating-to-fixed energy swap contracts with unaffiliated suppliers.
(d)Of the collateral posted/(received), $(94) million represents variation margin on the exchanges.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

The following table provides a summary of the derivative fair value balances related to commodity contracts recorded by the Registrants as of December 31, 2017:
 Generation ComEd Exelon
Description
Economic
Hedges
 
Proprietary
Trading
 
Collateral
and
Netting(a)(d)
 
Subtotal(b)
 
Economic
Hedges(c)
 
Total
Derivatives
Mark-to-market derivative assets (current assets)$3,061
 $56
 $(2,144) $973
 $
 $973
Mark-to-market derivative assets (noncurrent assets)1,164
 12
 (845) 331
 
 331
Total mark-to-market derivative assets4,225

68

(2,989) 1,304
 

1,304
Mark-to-market derivative liabilities (current liabilities)(2,646) (43) 2,480
 (209) (21) (230)
Mark-to-market derivative liabilities (noncurrent liabilities)(1,137) (10) 975
 (172) (235) (407)
Total mark-to-market derivative liabilities(3,783)
(53)
3,455
 (381) (256)
(637)
Total mark-to-market derivative net assets (liabilities)$442

$15

$466
 $923
 $(256)
$667
__________
(a)Exelon and Generation net all available amounts allowed under the derivative authoritative guidance on the balance sheet. These amounts include unrealized derivative transactions with the same counterparty under legally enforceable master netting agreements and cash collateral. In some cases, Exelon and Generation may have other offsetting exposures, subject to a master netting or similar agreement, such as trade receivables and payables, transactions that do not qualify as derivatives, and letters of credit and other forms of non-cash collateral. These are not reflected in the table above.
(b)Current and noncurrent assets are shown net of collateral of $169 million and $53 million, respectively, and current and noncurrent liabilities are shown net of collateral of $167 million and $77 million, respectively. The total cash collateral posted, net of cash collateral received and offset against mark-to-market assets and liabilities was $466 million at December 31, 2017.
(c)Includes current and noncurrent liabilities relating to floating-to-fixed energy swap contracts with unaffiliated suppliers.
(d)Of the collateral posted/(received), $(117) million represents variation margin on the exchanges.
Economic Hedges (Commodity Price Risk)
commodities. Within Exelon, Generation has the most exposure to commodity price risk. As such, Generation uses a variety of derivative and non-derivative instruments to manage the commodity price risk of its electric generation facilities, including power and gas sales, fuel and power purchases, natural gas transportation and pipeline capacity agreements and other energy-related products marketed and purchased. To manage these risks, Generation may enter into fixed-price derivative or non-derivative contracts to hedge the variability in future cash flows from expected sales of power and gas and purchases of power and fuel. The objectives for executing such hedges include fixing the price for a portion of anticipated future electricity sales at a level that provides an acceptable return. Generation is also exposed to differences between the locational settlement prices of certain economic hedges and the hedged generating units. This price difference is actively managed through other instruments which include derivative congestion products, whose changes in fair value are recognized in earnings each period, and auction revenue rights, which are accounted for on an accrual basis.
Additionally, Generation is exposed to certain market risks through its proprietary trading activities. The proprietary trading activities are a complement to Generation’s energy marketing portfolio but represent a small portion of Generation’s overall energy marketing activities and are subject to limits established by Exelon’s RMC.

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Note 15 — Derivative Financial Instruments

Utility Registrants. The Utility Registrants procure electric and natural gas supply through a competitive procurement process approved by each of the respective state utility commissions. The Utility Registrants’ hedging programs are intended to reduce exposure to energy and natural gas price volatility and have no direct earnings impact as the costs are fully recovered from customers through regulatory-approved recovery mechanisms. The following table provides a summary of the Utility Registrants’ primary derivative hedging instruments, listed by commodity and accounting treatment.
RegistrantCommodityAccounting TreatmentHedging instrument
ComEdElectricityNPNSFixed price contracts based on all requirements in the IPA procurement plans.
Electricity
Changes in fair value of economic hedge recorded to an offsetting regulatory asset or liability(a)
20-year floating-to-fixed energy swap contracts beginning June 2012 based on the renewable energy resource procurement requirements in the Illinois Settlement Legislation of approximately 1.3 million MWhs per year.
PECO(b)
GasNPNSFixed price contracts to cover about 20% of planned natural gas purchases in support of projected firm sales.
BGEElectricityNPNSFixed price contracts for all SOS requirements through full requirements contracts.
GasNPNSFixed price contracts for between 10-20% of forecasted system supply requirements for flowing (i.e., non-storage) gas for the November through March period.
PepcoElectricityNPNSFixed price contracts for all SOS requirements through full requirements contracts.
DPLElectricityNPNSFixed price contracts for all SOS requirements through full requirements contracts.
GasNPNSFixed price contracts through full requirements contracts.
Changes in fair value of economic hedge recorded to an offsetting regulatory asset or liability(c)
Exchange traded future contracts for 50% of estimated monthly purchase requirements each month, including purchases for storage injections.
ACEElectricityNPNSFixed price contracts for all BGS requirements through full requirements contracts.
_________
(a)See Note 3 - Regulatory Matters for additional information.
(b)As part of its hedging program, PECO enters into electric supply procurement contracts that do not meet the definition of a derivative instrument.
(c)The fair value of the DPL economic hedge is not material as of December 31, 2019 and 2018 and is not presented in the fair value tables below.

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Note 15 — Derivative Financial Instruments

The following table provides a summary of the derivative fair value balances recorded by Exelon, Generation and ComEd as of December 31, 2019 and 2018:
 Exelon Generation ComEd
December 31, 2019
Total
Derivatives
 
Economic
Hedges
 
Proprietary
Trading
 
Collateral

(a)(b)
 
Netting(a)
 Subtotal 
Economic
Hedges
Mark-to-market derivative assets (current assets)$675
 $3,506
 $72
 $287
 $(3,190) $675
 $
Mark-to-market derivative assets (noncurrent assets)508
 1,238
 25
 122
 (877) 508
 
Total mark-to-market derivative assets1,183
 4,744

97

409
 (4,067) 1,183
 
Mark-to-market derivative liabilities (current liabilities)(236) (3,713) (38) 357
 3,190
 (204) (32)
Mark-to-market derivative liabilities (noncurrent liabilities)(380) (1,140) (11) 163
 877
 (111) (269)
Total mark-to-market derivative liabilities(616) (4,853)
(49)
520
 4,067
 (315) (301)
Total mark-to-market derivative net assets (liabilities)$567
 $(109)
$48

$929
 $
 $868
 $(301)
              
December 31, 2018             
Mark-to-market derivative assets (current assets)$801
 $3,505
 $105
 $121
 $(2,930) $801
 $
Mark-to-market derivative assets (noncurrent assets)445
 1,266
 41
 51
 (913) 445
 
Total mark-to-market derivative assets1,246
 4,771
 146
 172
 (3,843) 1,246
 
Mark-to-market derivative liabilities (current liabilities)(473) (3,429) (74) 125
 2,931
 (447) (26)
Mark-to-market derivative liabilities (noncurrent liabilities)(474) (1,203) (20) 60
 912
 (251) (223)
Total mark-to-market derivative liabilities(947) (4,632) (94) 185
 3,843
 (698) (249)
Total mark-to-market derivative net assets (liabilities)$299
 $139
 $52
 $357
 $
 $548
 $(249)
_________
(a)Exelon and Generation net all available amounts allowed under the derivative authoritative guidance in the balance sheet. These amounts include unrealized derivative transactions with the same counterparty under legally enforceable master netting agreements and cash collateral. In some cases Exelon and Generation may have other offsetting exposures, subject to a master netting or similar agreement, such as trade receivables and payables, transactions that do not qualify as derivatives, letters of credit and other forms of non-cash collateral. These amounts are immaterial and not reflected in the table above.
(b)Of the collateral posted/(received), $511 million and $(94) million represents variation margin on the exchanges at December 31, 2019 and 2018, respectively.

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Note 15 — Derivative Financial Instruments

Economic Hedges (Commodity Price Risk)
Generation. For the years ended December 31, 2019, 2018 2017 and 2016,2017, Exelon and Generation recognized the following net pre-tax commodity mark-to-market gains (losses) which are also located in the "NetNet fair value changes related to derivatives"derivatives line in the Consolidated Statements of Cash Flows.

 2019 2018 2017
Income Statement Location Gain (Loss)
Operating revenues $
 $(270) $(126)
Purchased power and fuel (204) (47) (43)
Total Exelon and Generation $(204) $(317) $(169)
  For the Years Ended December 31,

 2018 2017 2016
Income Statement Location Gain (Loss)
Operating revenues $(270) $(126) $(490)
Purchased power and fuel (47) (43) 459
Total Exelon and Generation $(317) $(169) $(31)

In general, increases and decreases in forward market prices have a positive and negative impact, respectively, on Generation’s owned and contracted generation positions that have not been hedged. Generation hedges commodity

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

price risk on a ratable basis over three-year periods. As of December 31, 2018,2019, the percentage of expected generation hedged for the Mid-Atlantic, Midwest, New York and ERCOT reportable segments is 89%-92%, 56%-59%91%-94% and 32%-35%61%-64% for 2019, 2020 and 2021, respectively.
On December 17, 2010, ComEd executed several 20-year floating-to-fixed energy swap contracts with unaffiliated suppliers for the procurement of long-term renewable energy and associated RECs. Delivery under the contracts began in June 2012. These contracts are designed to lock in a portion of the long-term commodity price risk resulting from the renewable energy resource procurement requirements in the Illinois Settlement Legislation. ComEd has not elected hedge accounting for these derivative financial instruments. ComEd records the fair value of the swap contracts on its balance sheet. Because ComEd receives full cost recovery for energy procurement and related costs from retail customers, the change in fair value each period is recorded by ComEd as a regulatory asset or liability. See Note 4 — Regulatory Matters for additional information.
PECO’s natural gas procurement policy is designed to achieve a reasonable balance of long-term and short-term gas purchases under different pricing approaches to achieve system supply reliability at the least cost. PECO’s reliability strategy is two-fold. First, PECO must assure that there is sufficient transportation capacity to satisfy delivery requirements. Second, PECO must ensure that a firm source of supply exists to utilize the capacity resources. All of PECO’s natural gas supply and asset management agreements that are derivatives either qualify for the NPNS scope exception and have been designated as such, or have no mark-to-market balances because the derivatives are index priced. Additionally, in accordance with the 2018 PAPUC PGC settlement and to reduce the exposure of PECO and its customers to natural gas price volatility, PECO has continued its program to purchase natural gas for both winter and summer supplies using a layered approach of locking-in prices ahead of each season with long-term gas purchase agreements (those with primary terms of at least twelve months). Under the terms of the 2018 and previous PGC settlements, PECO is required to lock in (i.e., economically hedge) the price of a minimum volume of its long-term gas commodity purchases. PECO’s gas-hedging program is designed to cover about 20% of planned natural gas purchases in support of projected firm sales. The hedging program for natural gas procurement has no direct impact on PECO’s results of operations and financial position as natural gas costs are fully recovered from customers under the PGC.
BGE has contracts to procure SOS electric supply that are executed through a competitive procurement process approved by the MDPSC. The SOS rates charged recover BGE’s wholesale power supply costs and include an administrative fee. BGE’s commodity price risk related to electric supply procurement is limited. BGE locks in fixed prices for all of its SOS requirements through full requirements contracts. Certain of BGE’s full requirements contracts, which are considered derivatives, qualify for the NPNS scope exception under current derivative authoritative guidance. Other BGE full requirements contracts are not derivatives.
BGE provides natural gas to its customers under a MBR mechanism approved by the MDPSC. Under this mechanism, BGE’s actual cost of gas is compared to a market index (a measure of the market price of gas in a given period). The difference between BGE’s actual cost and the market index is shared equally between shareholders and customers. BGE must also secure fixed price contracts for at least 10%, but not more than 20%, of forecasted system supply requirements for flowing (i.e., non-storage) gas for the November through March period. These fixed-price contracts are not subject to sharing under the MBR mechanism. BGE also ensures it has sufficient pipeline transportation capacity to meet customer requirements. BGE’s natural gas supply and asset management agreements qualify for the NPNS scope exception and result in physical delivery.
Pepco has contracts to procure SOS electric supply that are executed through a competitive procurement process approved by the MDPSC and DCPSC. The SOS rates charged recover Pepco's wholesale power supply costs and include an administrative fee. The administrative fee includes an incremental cost component and a shareholder return component for residential and commercial rate classes. Pepco’s commodity price risk related to electric supply procurement is limited. Pepco locks in fixed prices for its SOS requirements through full requirements contracts. Certain of Pepco’s full requirements contracts, which are considered derivatives, qualify for the NPNS scope exception under current derivative authoritative guidance. Other Pepco full requirements contracts are not derivatives.
DPL has contracts to procure SOS electric supply that are executed through a competitive procurement process approved by the MDPSC and the DPSC. The SOS rates charged recover DPL's wholesale power supply costs. In Delaware, DPL is also entitled to recover a Reasonable Allowance for Retail Margin (RARM). The RARM includes a fixed annual margin of approximately $2.75 million, plus an incremental cost component and a cash working capital allowance. In Maryland, DPL charges an administrative fee intended to allow it to recover its administrative

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

costs. DPL locks in fixed prices for its SOS requirements through full requirements contracts. DPL’s commodity price risk related to electric supply procurement is limited. Certain of DPL’s full requirements contracts, which are considered derivatives, qualify for the NPNS scope exception under current derivative authoritative guidance. Other DPL full requirements contracts are not derivatives.
DPL provides natural gas to its customers under an Annual GCR mechanism approved by the DPSC. Under this mechanism, DPL’s Annual GCR Filing establishes a future GCR for firm bundled sales customers by using a forecast of demand and commodity costs. The actual costs are trued up against forecast on a monthly basis and any shortfall or excess is carried forward as a recovery balance in the next GCR filing. The demand portion of the GCR is based upon DPL’s firm transportation and storage contracts. DPL has firm deliverability of swing and seasonal storage; a liquefied natural gas facility and firm transportation capacity to meet customer demand and provide a reserve margin. The commodity portion of the GCR includes a commission approved hedging program which is intended to reduce gas commodity price volatility while limiting the firm natural gas customers’ exposure to adverse changes in the market price of natural gas. The hedge program requires that DPL hedge, on a non-discretionary basis, an amount equal to 50% of estimated purchase requirements for each month, including estimated monthly purchases for storage injections. The 50% hedge monthly target is achieved by hedging 1/12th of the 50% target each month beginning 12-months prior to the month in which the physical gas is to be purchased. Currently, DPL uses only exchange traded futures for its gas hedging program, which are considered derivatives, however, it retains the capability to employ other physical and financial hedges if needed. DPL has not elected hedge accounting for these derivative financial instruments. Because of the DPSC-approved fuel adjustment clause for DPL's derivatives, the change in fair value of the derivatives each period, in addition to all premiums paid and other transaction costs incurred as part of the Gas Hedging Program, are fully recoverable and are recorded by DPL as regulatory assets or liabilities. DPL’s physical gas purchases are currently all daily, monthly or intra-month transactions. From time to time, DPL will enter into seasonal purchase or sale arrangements, however, there are none currently in the portfolio. Certain of DPL's full requirements contracts, which are considered derivatives, qualify for the NPNS scope exception under current derivative authoritative guidance. Other DPL full requirements contracts are not derivatives.
ACE has contracts to procure BGS electric supply that are executed through a competitive procurement process approved by the NJBPU. The BGS rates charged recover ACE's wholesale power supply costs. ACE does not make any profit or incur any loss on the supply component of the BGS it supplies to customers. ACE’s commodity price risk related to electric supply procurement is limited. ACE locks in fixed prices for its BGS requirements through full requirements contracts. Certain of ACE’s full requirements contracts, which are considered derivatives, qualify for the NPNS scope exception under current derivative authoritative guidance. Other ACE full requirements contracts are not derivatives.
Proprietary Trading (Commodity Price Risk)
Generation also executes commodity derivatives for proprietary trading purposes. Proprietary trading includes all contracts executed with the intent of benefiting from shifts or changes in market prices as opposed to those executed with the intent of hedging or managing risk. Proprietary trading activities are subject to limits established by Exelon’s RMC. The proprietary trading portfolio is subject to a risk management policy that includes stringent risk management limits to manage exposure to market risk. Additionally, the Exelon risk management group and Exelon's RMC monitor the financial risks of the proprietary trading activities. The proprietary trading activities are a complement to Generation's energy marketing portfolio but represent a small portion of Generation's overall revenue from energy marketing activities. Gains and losses associated with proprietary trading are reported as Operating revenues in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income.Income and are included in the Net fair value changes related to derivatives line in the Consolidated Statements of Cash Flows. For the years ended December 31, 2019, 2018 2017 and 2016, Exelon and Generation recognized the following2017, net pre-tax commodity mark-to-market gains (losses) which are also included in the "Net fair value changes related to derivatives" in the Consolidated Statements of Cash Flows.for Exelon and Generation were not material. The Utility Registrants do not execute derivatives for proprietary trading purposes.
  For the Years Ended December 31,
  2018 2017 2016
Income Statement Location Gain
Operating revenues $17
 $6
 $2

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Interest Rate and Foreign Exchange Risk (All Registrants)(Exelon and Generation)
The Registrants use a combination of fixed-rateExelon and variable-rate debt to manage interest rate exposure. The Registrants alsoGeneration utilize interest rate swaps, which are treated as economic hedges, to manage their interest rate exposure. To manage foreign exchange rate exposure associated with international commodity purchases in currencies other than U.S. dollars, Generation utilizes foreign currency derivatives, which are treated as economic hedges. Below is a summary of the interest rate and foreign exchange hedge balances as of December 31, 2018:
 Generation Exelon Corporate Exelon
Description 
Economic
Hedges
 
Collateral
and
Netting(a)
 Subtotal Economic
Hedges
 Total
Mark-to-market derivative assets (current assets)
$5

$(2) $3
 $
 $3
Mark-to-market derivative assets (noncurrent assets)
8

(1) 7
 
 7
Total mark-to-market derivative assets
13

(3) 10
 
 10
Mark-to-market derivative liabilities (current liabilities)
(4)
2
 (2) 
 (2)
Mark-to-market derivative liabilities (noncurrent liabilities)
(2)
1
 (1) (4) (5)
Total mark-to-market derivative liabilities
(6)
3
 (3) (4) (7)
Total mark-to-market derivative net assets (liabilities)
$7

$
 $7
 $(4) $3
__________
(a)Exelon and Generation net all available amounts allowed under the derivative authoritative guidance on the balance sheet. These amounts include unrealized derivative transactions with the same counterparty under legally enforceable master netting agreements and cash collateral. In some cases, Exelon and Generation may have other offsetting counterparty exposures subject to a master netting or similar agreement, such as accrued interest, transactions that do not qualify as derivatives, letters of credit and other forms of non-cash collateral, which are not reflected in the table above.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

The following table provides a summary of the interest rate and foreign exchange hedge balances recorded by the Registrants as of December 31, 2017:
 Generation Exelon Corporate Exelon
Description
Derivatives
Designated
as Hedging
Instruments
 
Economic
Hedges
 
Collateral
and
Netting(a)
 Subtotal Derivatives
Designated
as Hedging
Instruments
 Total
Mark-to-market derivative assets (current assets)$
 $10
 $(7) $3
 $
 $3
Mark-to-market derivative assets (noncurrent assets)3
 
 
 3
 3
 6
Total mark-to-market derivative assets3

10

(7) 6
 3
 9
Mark-to-market derivative liabilities (current liabilities)(2) (7) 7
 (2) 
 (2)
Mark-to-market derivative liabilities (noncurrent liabilities)
 (2) 
 (2) 
 (2)
Total mark-to-market derivative liabilities(2)
(9)
7
 (4) 
 (4)
Total mark-to-market derivative net assets (liabilities)$1

$1

$
 $2
 $3
 $5
__________
(a)Exelon and Generation net all available amounts allowed under the derivative authoritative guidance on the balance sheet. These amounts include unrealized derivative transactions with the same counterparty under legally enforceable master netting agreements and cash collateral. In some cases, Exelon and Generation may have other offsetting counterparty exposures subject to a master netting or similar agreement, such as accrued interest, transactions that do not qualify as derivatives, letters of credit and other forms of non-cash collateral, which are not reflected in the table above.
Economic Hedges (Interest Rate and Foreign Exchange Risk)
Exelon and Generation execute these instruments to mitigate exposure to fluctuations in interest rates or foreign exchange but for which the fair value or cash flow hedge elections were not made. On July 1, 2018, Exelon de-designated its fair value hedges related to interest rate risk and Generation de-designated its cash flow hedges related to interest rate risk. The amount deferred in AOCI associated with the previously designated cash flow hedges will be reclassified into earnings as the underlying forecasted transaction occurs. The result of this de-designation is that all economic hedges for interest rate swaps will be recorded at fair value through earnings going forward, referred to as economic hedges in the following tables.
The following table provides notional amounts outstanding held by Exelonwere $1,269 million and Generation$1,420 million at December 31, 2019 and 2018, related to interest rate swaps and foreign currency exchange rate swaps.
  Generation Exelon Corporate Exelon
Foreign currency exchange rate swaps $268
 $
 $268
Interest rate swaps 620
 800
 1,420
Total $888
 $800
 $1,688

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

The following table provides notional amounts outstanding held byrespectively, for Exelon and Generation$569 million and $620 million at December 31, 2017 related to interest rate swaps2019 and 2018, respectively, for Generation.
Generation utilizes foreign currency derivatives to manage foreign exchange rate swaps.
  Generation Exelon Corporate Exelon
Foreign currency exchange rate swaps $94
 $
 $94
Interest rate swaps(a)
 1
 
 1
Total $95
 $
 $95
__________
(a)On July 1, 2018, Exelon and Generation de-designated its fair value and cash flow hedges. The table excludes amounts of $800 million of fixed-to-floating hedges that were previously designated as fair value hedges by Exelon and $636 million of floating-to-fixed hedges that were previously designated as cash flow hedges by Exelon and Generation as of December 31, 2017.
For the years endedexposure associated with international commodity purchases in currencies other than U.S. dollars, which are treated as economic hedges. The notional amounts were $231 million and $268 million at December 31, 2019 and 2018, 2017respectively.
The mark-to-market derivative assets and 2016, Exelon and Generation recognized the following net pre-tax mark-to-market gains (losses) in the Consolidated Statements of Operations and Comprehensive Income and are included in “Net fair value changes related to derivatives” in Exelon’s and Generation’s Consolidated Statements of Cash Flows.
    For the Years Ended December 31,
    2018 2017 2016
  Income Statement Location Gain (Loss)
Generation Operating Revenues $7
 $(6) $(10)
Generation Purchased Power and Fuel (9) 
 
Generation Interest Expense (7) (3) 
Total Generation   $(9) $(9) $(10)
    For the Years Ended December 31,
    2018 2017 2016
  Income Statement Location Gain (Loss)
Exelon Operating Revenues $7
 $(6) $(10)
Exelon Purchased Power and Fuel (9) 
 
Exelon Interest Expense (4) (3) 
Total Exelon   $(6) $(9) $(10)
Fair Value Hedges (Interest Rate Risk)
For derivative instruments that qualify and are designated as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in earnings immediately. Exelon had no fixed-to-floating swaps designated as fair value hedgesliabilities as of December 31, 2019 and 2018 and had $800 million notional amounts designated as fair value hedges as of December 31, 2017. Exelon and Generation include the gain or loss on the hedged items and the offsetting loss or gain on the related interest rate swaps as follows:
   Year Ended December 31,
 Income Statement Location 2018 2017 2016 2018 2017 2016
 Loss on Swaps Gain on Borrowings
ExelonInterest expense $(11) $(13) $(9) $20
 $28
 $23
During the years ended December 31, 2018, 2017 and 2016, the impact on the results of operations due to ineffectiveness from fair value hedges weremark-to-market gains of $9 million, $15 million and $14 million, respectively.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Cash Flow Hedges (Interest Rate Risk)
For derivative instruments that qualify and are designated as cash flow hedges, the gain or loss on the effective portion of the derivative will be deferred in AOCI and reclassified into earnings when the underlying transaction occurs. Exelon and Generation have no floating-to-fixed swaps designated as cash flow hedges as of December 31, 2018, and had $636 million notional amounts designated as cash flow hedges as of December 31, 2017.
The tables below provide the activity of OCI related to cash flow hedges(losses) for the years ended December 31, 2019, 2018 and 2017 containing information about the changes in the fair value of cash flow hedges and the reclassification from AOCI into results of operations. The amounts reclassified from AOCI, when combined with the impacts of the hedged transactions, result in the ultimate recognition of net revenues or expenses at the contractual price.
    Total Cash Flow Hedge AOCI Activity, Net of Income Tax                    
    Generation Exelon 
For the Year Ended December 31, 2018 Income Statement Location Total Cash 
Flow Hedges
 
Total Cash 
Flow Hedges
 
AOCI derivative loss at December 31, 2017   $(16) $(14) 
Effective portion of changes in fair value   11
 11
 
Reclassifications from AOCI to net income Interest expense 1
 1
 
AOCI derivative loss at December 31, 2018   $(4) $(2) 
    Total Cash Flow Hedge AOCI Activity, Net of Income Tax                    
    Generation Exelon 
For the Year Ended December 31, 2017 Income Statement Location Total Cash 
Flow Hedges
 
Total Cash
Flow Hedges
 
AOCI derivative loss at December 31, 2016   $(19) $(17) 
Effective portion of changes in fair value   (1) (1) 
Reclassifications from AOCI to net income Interest expense 4
(a) 
4
(a) 
AOCI derivative loss at December 31, 2017   $(16) $(14) 
__________
(a)Amount is net of related income tax expense of $1 millionwere not material for the year ended December 31, 2017.
During the years ended December 31, 2018, 2017 and 2016, the impact on the results of operations as a result of ineffectiveness from cash flow hedges was immaterial. The estimated amount of existing gains and losses that are reported in AOCI at the reporting date that are expected to be reclassified into earnings within the next twelve months is immaterial.
Proprietary Trading (Interest Rate and Foreign Exchange Risk)
Generation also executes derivative contracts for proprietary trading purposes to hedge risk associated with the interest rate and foreign exchange components of underlying commodity positions. Gains and losses associated with proprietary trading are reported as Operating revenues in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income and are included in “Net fair value changes related to derivatives” in Exelon’s and Generation’s Consolidated Statements of Cash Flows. For the years ended December 31, 2018, 2017 and 2016, Exelon and Generation recognized the following net pre-tax commodity mark-to-market gains (losses).
  For the Years Ended December 31,
  2018 2017 2016
Income Statement Location Loss
Operating revenues $
 $(1) $(1)

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Generation.
Credit Risk Collateral and Contingent-Related Features (All Registrants)
The Registrants would be exposed to credit-related losses in the event of non-performance by counterparties on executed derivative instruments. The credit exposure of derivative contracts, before collateral, is represented by the fair value of contracts at the reporting date.
Generation. For commodity derivatives, Generation enters into enabling agreements that allow for payment netting with its counterparties, which reduces Generation’s exposure to counterparty risk by providing for the offset of amounts payable to the counterparty against amounts receivable from the counterparty. Typically, each enabling agreement is for a specific commodity and so, with respect to each individual counterparty, netting is limited to transactions involving that specific commodity product, except where master netting agreements exist with a counterparty that allow for cross product netting. In addition to payment netting language in the enabling agreement, Generation’s credit department establishes credit limits, margining thresholds and collateral requirements for each counterparty, which are defined in the derivative contracts. Counterparty credit limits are based on an internal credit

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

Note 15 — Derivative Financial Instruments

review process that considers a variety of factors, including the results of a scoring model, leverage, liquidity, profitability, credit ratings by credit rating agencies, and risk management capabilities. To the extent that a counterparty’s margining thresholds are exceeded, the counterparty is required to post collateral with Generation as specified in each enabling agreement. Generation’s credit department monitors current and forward credit exposure to counterparties and their affiliates, both on an individual and an aggregate basis.
The following tables provide information on Generation’s credit exposure for all derivative instruments, NPNS and applicable payables and receivables, net of collateral and instruments that are subject to master netting agreements, as of December 31, 2018.2019. The tables further delineate that exposure by credit rating of the counterparties and provide guidance on the concentration of credit risk to individual counterparties. The figures in the tables below exclude credit risk exposure from individual retail counterparties, nuclear fuel procurement contracts and exposure through RTOs, ISOs, NYMEX, ICE, NASDAQ, NGX and Nodal commodity exchanges. Additionally, the figures in the tables below exclude exposures with affiliates, including net receivables with ComEd, PECO, BGE, Pepco, DPL and ACE of $43 million, $30 million, $24 million, $28 million, $7 million and $5 million as of December 31, 2018, respectively.
Rating as of December 31, 2018
Total
Exposure
Before Credit
Collateral
 
Credit
Collateral (a)
 
Net
Exposure
 
Number of
Counterparties
Greater than 10%
of Net Exposure
 
Net Exposure of
Counterparties
Greater than 10%
of Net Exposure
Rating as of December 31, 2019
Total
Exposure
Before Credit
Collateral
 
Credit
Collateral(a)
 
Net
Exposure
 
Number of
Counterparties
Greater than 10%
of Net Exposure
 
Net Exposure of
Counterparties
Greater than 10%
of Net Exposure
Investment grade$795

$
 $795
 1
 $153
$877

$20
 $857
 
 $
Non-investment grade133

45
 88
 
 
79

63
 16
    
No external ratings


 
    


 
    
Internally rated — investment grade181

1
 180
 
 
218


 218
    
Internally rated — non-investment grade92

6
 86
 
 
139

23
 116
    
Total$1,201

$52
 $1,149
 1
 $153
$1,313

$106
 $1,207
 
 $
Net Credit Exposure by Type of CounterpartyDecember 31, 2018As of
December 31, 2019
Financial institutions$12
$9
Investor-owned utilities, marketers, power producers737
930
Energy cooperatives and municipalities324
235
Other76
33
Total$1,149
$1,207
__________
(a)As of December 31, 2018,2019, credit collateral held from counterparties where Generation had credit exposure included $17$25 million of cash and $35$81 million of letters of credit. The credit collateral does not include non-liquid collateral.
ComEd’s power procurementUtility Registrants. The Utility Registrants have contracts to procure electric and natural gas supply that provide suppliers with a certain amount of unsecured credit. The credit position is based on daily, updated forward market prices compared to the benchmark prices. The benchmark prices are the forward prices of energy projected through the contract term and are set at the point of supplier bid submittals. If the forward market price of energyexposure on the supply contract exceeds the benchmark price on a given day,amount of unsecured credit, the suppliers aremay be required to

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

post collateral for the securedcollateral. The net credit portion after adjusting for any unpaid deliveries and unsecured credit allowed under the contract. The unsecured credit usedexposure is mitigated primarily by the suppliers represents ComEd’s net credit exposure. The unsecured credit used by the suppliers represents ComEd’s net credit exposure.ability to recover procurement costs through customer rates. As of December 31, 2018, ComEd’s net2019, the Utility Registrants’ counterparty credit exposure torisk with suppliers was immaterial.
ComEd is permitted to recover its costs of procuring energy through the Illinois Settlement Legislation. ComEd’s counterparty credit risk is mitigated by its ability to recover realized energy costs through customer rates. See Note 4 — Regulatory Matters for additional information.
PECO’s unsecured credit used by electric suppliers represents PECO’s net credit exposure. As of December 31, 2018, PECO had no material net credit exposure to electric suppliers.
PECO’s natural gas procurement plan is reviewed and approved annually on a prospective basis by the PAPUC. PECO’s counterparty credit risk under its natural gas supply and asset management agreements is mitigated by its ability to recover its natural gas costs through the PGC, which allows PECO to adjust rates quarterly to reflect realized natural gas prices. As of December 31, 2018, PECO had no material credit exposure under its natural gas supply and asset management agreements with investment grade suppliers.
BGE is permitted to recover its costs of procuring energy through the MDPSC-approved procurement tariffs. BGE’s counterparty credit risk is mitigated by its ability to recover realized energy costs through customer rates. See Note 4 — Regulatory Matters for additional information.
BGE’s full requirement wholesale electric power agreements that govern the terms of its electric supply procurement contracts, which define a supplier’s performance assurance requirements, allow a supplier, or its guarantor, to meet its credit requirements with a certain amount of unsecured credit. As of December 31, 2018, BGE had no material net credit exposure to suppliers.
BGE’s regulated gas business is exposed to market-price risk. At December 31, 2018, BGE had credit exposure of $3 million related to off-system sales which is mitigated by parental guarantees, letters of credit, or right to offset clauses within other contracts with those third-party suppliers.
Pepco’s, DPL's and ACE's power procurement contracts provide suppliers with a certain amount of unsecured credit. The amount of unsecured credit is determined based on the supplier’s lowest credit rating from the major credit rating agencies and the supplier’s tangible net worth. The credit position is based on the initial market price, which is the forward price of energy on the day a transaction is executed, compared to the current forward price curve for energy. To the extent that the forward price curve for energy exceeds the initial market price, the supplier is required to post collateral to the extent the credit exposure is greater than the supplier’s unsecured credit limit. The unsecured credit used by the suppliers represents Pepco’s, DPL's and ACE's net credit exposure. As of December 31, 2018, Pepco’s, DPL's and ACE's net credit exposures to suppliers were immaterial.
Pepco is permitted to recover its costs of procuring energy through the MDPSC-approved and DCPSC-approved procurement tariffs. DPL is permitted to recover its costs of procuring energy through the MDPSC-approved and DPSC-approved procurement tariffs. ACE is permitted to recover its costs of procuring energy through the NJBPU-approved procurement tariffs. Pepco’s, DPL's and ACE's counterparty credit risks are mitigated by their ability to recover realized energy costs through customer rates. See Note 4 — Regulatory Matters for additional information.
DPL’s natural gas procurement plan is reviewed and approved annually on a prospective basis by the DPSC. DPL’s counterparty credit risk under its natural gas supply and asset management agreements is mitigated by its ability to recover its natural gas costs through the GCR, which allows DPL to adjust rates annually to reflect realized natural gas prices. To the extent that the fair value of the transactions in a net loss position exceeds the unsecured credit threshold, then collateral is required to be posted in an amount equal to the amount by which the unsecured credit threshold is exceeded. Exchange-traded contracts are required to be fully collateralized without regard to the credit rating of the holder. As of December 31, 2018, DPL's credit exposure under its natural gas supply and asset management agreements was immaterial.
CollateralCredit-Risk-Related Contingent Features (All Registrants)
Generation. As part of the normal course of business, Generation routinely enters into physically or financially settled contracts for the purchase and sale of electric capacity, electricity, fuels, emissions allowances and other energy-related products. Certain of Generation’s derivative instruments contain provisions that require Generation to post collateral.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Generation also enters into commodity transactions on exchanges where the exchanges act as the counterparty to each trade. Transactions on the exchanges must adhere to comprehensive collateral and margining requirements. This collateral may be posted in the form of cash or credit support with thresholds contingent upon Generation’s credit rating from each of the major credit rating agencies. The collateral and credit support requirements vary by contract and by counterparty. These credit-risk related contingent features stipulate that if Generation were to be downgraded or lose its investment grade credit rating (based on its senior unsecured debt rating), it would be required to provide additional collateral. This incremental collateral requirement allows for the offsetting of derivative instruments that are assets with the same counterparty, where the contractual right of offset exists under applicable master netting agreements. In the absence of expressly agreed-to provisions that specify

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

Note 15 — Derivative Financial Instruments

the collateral that must be provided, collateral requested will be a function of the facts and circumstances of the situation at the time of the demand. In this case, Generation believes an amount of several months of future payments (i.e., capacity payments) rather than a calculation of fair value is the best estimate for the contingent collateral obligation, which has been factored into the disclosure below.
The aggregate fair value of all derivative instruments with credit-risk related contingent features in a liability position that are not fully collateralized (excluding transactions on the exchanges that are fully collateralized) is detailed in the table below:
For the Years Ended December 31, As of December 31,
Credit-Risk Related Contingent Feature2018 2017
Credit-Risk Related Contingent Features 2019 2018
Gross fair value of derivative contracts containing this feature(a)
$(1,723) $(926) $(956) $(1,723)
Offsetting fair value of in-the-money contracts under master netting arrangements(b)
1,105
 577
 649
 1,105
Net fair value of derivative contracts containing this feature(c)
$(618) $(349) $(307) $(618)
__________
(a)Amount represents the gross fair value of out-of-the-money derivative contracts containing credit-risk-related contingent features ignoring the effects of master netting agreements.
(b)Amount represents the offsetting fair value of in-the-money derivative contracts under legally enforceable master netting agreements with the same counterparty, which reduces the amount of any liability for which a Registrant could potentially be required to post collateral.
(c)Amount represents the net fair value of out-of-the-money derivative contracts containing credit-risk related contingent features after considering the mitigating effects of offsetting positions under master netting arrangements and reflects the actual net liability upon which any potential contingent collateral obligations would be based.
As of December 31, 2019 and 2018, Exelon and Generation hadposted or held the following amounts of cash collateral posted of $418 million and letters of credit posted of $367 million, and cash collateral held of $47 million and letters of credit held of $44 million as of December 31, 2018 foron derivative contracts with external counterparties, with derivative positions. Generation had cash collateral posted of $497 million and letters of credit posted of $293 million and cash collateral held of $35 million and letters of credit held of $33 million at December 31, 2017 for external counterparties with derivative positions. In the event of a credit downgrade below investment grade (i.e., to BB+ by S&P or Ba1 by Moody's), Generation would have been required to post additional collateral of $2.1 billion and $1.8 billion as of December 31, 2018 and 2017, respectively. These amounts represent the potential additional collateral required after giving consideration to offsetting derivative and non-derivative positions under master netting agreements.
Generation’s and Exelon’s interest rate swaps contain provisions that, in the event of a merger, if Generation’s debt ratings were to materially weaken, it would be in violation of these provisions, resulting in the ability of the counterparty to terminate the agreement prior to maturity. Collateralization would not be required under any circumstance. Termination of the agreement could result in a settlement payment by Exelon or the counterparty on any interest rate swap in a net liability position. The settlement amount would be equal to the fair value of the swap on the termination date. As of December 31, 2018, Generation’s and Exelon's swaps were in an asset position with a fair value of $7 million and $3 million, respectively.
  As of December 31,
  2019 2018
Cash collateral posted $982
 $418
Letters of credit posted 264
 367
Cash collateral held 103
 47
Letters of credit held 112
 44
Additional collateral required in the event of a credit downgrade below investment grade 1,509
 2,104
See Note 24 — Segment Information for additional information regarding the letters of credit supporting the cash collateral.
Generation entered into supply forward contracts with certain utilities, including PECO and BGE, with one-sided collateral postings only from Generation. If market prices fall below the benchmark price levels in these contracts, the utilities are not required to post collateral. However, when market prices rise above the benchmark price levels,

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

counterparty suppliers, including Generation, are required to post collateral once certain unsecured credit limits are exceeded. Under the terms of ComEd’s standard block energy
Utility Registrants
The Utility Registrants’ electric supply procurement contracts collateral postings are one-sided from suppliers, including Generation, should exposures between market prices and benchmark prices exceed established unsecured credit limits outlined in the contracts. As of December 31, 2018, ComEd held approximately $38 million in collateral from suppliers in association with energy procurement contracts. Under the terms of ComEd's ZEC contracts, collateral postings are required to cover a percentage of the ZEC contract value. ComEd’s REC contractsdo not contain provisions that would require collateral postings that are either a fixed price per REC or a percentage of the REC contract value. As of December 31, 2018, ComEd held approximately $31 million in collateral from suppliers for REC and ZEC contract obligations. Under the terms of ComEd’s long-term renewable energy contracts, collateral postings are required from suppliers for both RECs and energy. The REC portion is a fixed value and the energy portion is one-sided from suppliers should the forward market prices exceed contract prices. As of December 31, 2018, ComEd held approximately $19 million in collateral from suppliers for the long-term renewable energy contracts. If ComEd lost its investment grade credit rating as of December 31, 2018, it would have been requiredthem to post approximately $7 million of collateral to its counterparties. See Note 4 — Regulatory Matters for additional information.collateral.
PECO’s, BGE’s, and DPL’s natural gas procurement contracts contain provisions that could require PECO, BGE, and DPL to post collateral. This collateral may be posted in the form of cash or credit support, which vary by contract and counterparty, with thresholds contingent upon PECO’s, BGE, and DPL’s credit rating from the major credit rating agencies. The collateral and credit support requirements vary by contract and by counterparty.rating. As of December 31, 2018,2019, PECO, wasBGE, and DPL were not required to post collateral for any of these agreements. If PECO, BGE or DPL lost itstheir investment grade credit rating as of December 31, 2018, PECO2019, they could have been required to post approximately $39 million ofincremental collateral to its counterparties.
PECO’s supplier master agreements that govern the termscounterparties of its DSP Program contracts do not contain provisions that would require PECO to post collateral.
BGE’s natural gas procurement contracts contain provisions that could require BGE to post collateral. This collateral may be posted in the form of cash or credit support with thresholds contingent upon BGE’s credit rating from the major credit rating agencies. The collateral$44 million, $50 million, and credit support requirements vary by contract and by counterparty. As of December 31, 2018, BGE was not required to post collateral for any of these agreements. If BGE lost its investment grade credit rating as of December 31, 2018, BGE could have been required to post approximately $69 million of collateral to its counterparties.
DPL's natural gas procurement contracts contain provisions that could require DPL to post collateral. To the extent that the fair value of the natural gas derivative transaction in a net loss position exceeds the unsecured credit threshold, then collateral is required to be posted in an amount equal to the amount by which the unsecured credit threshold is exceeded. The DPL obligations are standalone, without the guaranty of PHI. If DPL lost its investment grade credit rating as of December 31, 2018, DPL could have been required to post an additional amount of approximately $11 million, of collateral to its natural gas counterparties.respectively.
BGE's, Pepco's, DPL's and ACE’s full requirements wholesale power agreements that govern the terms of its electric supply procurement contracts do not contain provisions that would require BGE, Pepco, DPL or ACE to post collateral.
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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 16 — Debt and Credit Agreements

16. Debt and Credit Agreements (All Registrants)
Short-Term Borrowings
Exelon Corporate, ComEd BGE, Pepco, DPL and ACEBGE meet their short-term liquidity requirements primarily through the issuance of commercial paper. Generation and PECO meet their short-term liquidity requirements primarily through the issuance of commercial paper and borrowings from the Exelon intercompany money pool. Pepco, DPL, and ACE meet their short-term liquidity requirements primarily through the issuance of commercial paper and borrowings from the PHI intercompany money pool. PHI Corporate meets its short-term liquidity requirements primarily through the issuance of short-term notes and the Exelon intercompany money pool. The Registrants may use their respective credit facilities for general corporate purposes, including meeting short-term funding requirements and the issuance of letters of credit.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Commercial Paper
The following table reflects the Registrants' commercial paper programs supported by the revolving credit agreements and bilateral credit agreements at December 31, 20182019 and 2017:2018:
Maximum
Program Size at
December 31,
 
Outstanding
Commercial
Paper at
December 31,
 
Average Interest Rate on
Commercial Paper Borrowings for
the Year Ended December 31,
Maximum
Program Size at
December 31,
 
Outstanding
Commercial
Paper at
December 31,
 
Average Interest Rate on
Commercial Paper Borrowings for
the Year Ended December 31,
Commercial Paper Issuer
2018(a)(b)(c)
 
2017(a)(b)(c)
 2018 2017 2018 2017
2019(a)(b)(c)
 
2018(a)(b)(c)
 2019 2018 2019 2018
Exelon Corporate$600
 $600
 $
 $
 1.93% 1.16%
Exelon(d)
$9,000
 $9,000
 $870
 $89
 2.25% 2.15%
Generation5,300
 5,300
 
 
 1.96% 1.23%5,300
 5,300
 320
 
 1.84% 1.96%
ComEd1,000
 1,000
 
 
 2.14% 1.24%1,000
 1,000
 130
 
 2.38% 2.14%
PECO600
 600
 
 
 2.24% 1.13%600
 600
 
 
 2.39% 2.24%
BGE600
 600
 35
 77
 2.18% 1.28%600
 600
 76
 35
 2.46% 2.18%
PHI900
 900
 208
 54
 N/A
 N/A
Pepco300
 500
 40
 26
 2.24% 1.06%300
 300
 82
 40
 2.56% 2.24%
DPL300
 500
 
 216
 2.07% 1.48%300
 300
 56
 
 2.02% 2.07%
ACE300
 350
 14
 108
 2.21% 1.43%300
 300
 70
 14
 2.43% 2.21%
Total$9,000

$9,450

$89

$427
    
__________
(a)Excludes $545$1,400 million and $480$545 million in bilateral credit facilities at December 31, 20182019 and 2017,2018, respectively, and $159 million and $179 million in credit facilities for project finance at December 31, 20182019 and 2017,2018, respectively. These credit facilities do not back Generation's commercial paper program.
(b)At December 31, 2019, excludes $142 million of credit facility agreements arranged at minority and community banks at Generation, ComEd, PECO, BGE, Pepco, DPL and ACE with aggregate commitments of $44 million, $33 million, $33 million, $8 million, $8 million, $8 million and $8 million, respectively. These facilities expire on October 9, 2020. These facilities are solely utilized to issue letters of credit. At December 31, 2018, excludes $135 million of credit facility agreements arranged at minority and community banks at Generation, ComEd, PECO, BGE, Pepco, DPL and ACE with aggregate commitments of $49 million, $33 million, $34 million, $5 million, $5 million, $5 million, and $5 million, respectively. These facilities expire on October 11, 2019. These facilities are solely utilized to issue letters of credit. At December 31, 2017, excludes $128 million of credit facility agreements arranged at minority and community banks at Generation, ComEd, PECO, BGE, Pepco, DPL and ACE with aggregate commitments of $49 million, $34 million, $34 million, $5 million, $2 million, $2 million, and $2 million, respectively.
(c)
Pepco, DPL and ACE's revolving credit facility is subjecthas the ability to available borrowing capacity.flex to $500 million, $500 million, and $350 million, respectively. The borrowing capacity may be increased or decreased during the term of the facility, except that (i) the sum of the borrowing capacity must equal the total amount of the facility, and (ii) the aggregate amount of credit used at any given time by each of Pepco, DPL or ACE may not exceed $900 million or the maximum amount of short-term debt the company is permitted to have outstanding by its regulatory authorities. The total number of the borrowing reallocations may not exceed eight per year during the term of the facility.
(d)Includes revolving credit agreement at Exelon Corporate with a maximum program size of $600 million at both December 31, 2019 and 2018, respectively. Exelon Corporate had $136 million of outstanding commercial paper at December 31, 2019 and no outstanding commercial paper at the end of 2018.
In order to maintain their respective commercial paper programs in the amounts indicated above, each Registrant must have credit facilities in place, at least equal to the amount of its commercial paper program. While the amount of outstanding commercial paper does not reduce available capacity under a Registrant’s credit facility, a RegistrantA registrant does not issue commercial paper in an aggregate amount exceeding the then available capacity under its credit facility.


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Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 16 — Debt and Credit Agreements

At December 31, 2018,2019, the Registrants had the following aggregate bank commitments, credit facility borrowings and available capacity under their respective credit facilities:
       Available Capacity at December 31, 2018       Available Capacity at December 31, 2019
BorrowerFacility Type 
Aggregate Bank
Commitment
(a)
 Facility Draws 
Outstanding
Letters of Credit
 Actual 
To Support
Additional
Commercial
Paper
(b)
Facility Type 
Aggregate Bank
Commitment
(a)
 Facility Draws 
Outstanding
Letters of Credit
 Actual 
To Support
Additional
Commercial
Paper
(b)
Exelon CorporateSyndicated Revolver $600
 $
 $9
 $591
 $591
Exelon(b)
Syndicated Revolver / Bilaterals / Project Finance $10,559
 $
 $1,443
 $9,116
 $7,353
GenerationSyndicated Revolver 5,300
 
 1,203
 4,097
 4,097
Syndicated Revolver 5,300
 
 769
 4,531
 4,211
GenerationBilaterals 545
 
 353
 192
 
Bilaterals 1,400
 
 545
 855
 
GenerationProject Finance 159
 
 119
 40
 
Project Finance 159
 
 120
 39
 
ComEdSyndicated Revolver 1,000
 
 2
 998
 998
Syndicated Revolver 1,000
 
 2
 998
 868
PECOSyndicated Revolver 600
 
 
 600
 600
Syndicated Revolver 600
 
 
 600
 600
BGESyndicated Revolver 600
 
 1
 599
 564
Syndicated Revolver 600
 
 
 600
 524
PHISyndicated Revolver 900
 
 
 900
 692
PepcoSyndicated Revolver 300
 
 8
 292
 252
Syndicated Revolver 300
 
 
 300
 218
DPLSyndicated Revolver 300
 
 1
 299
 299
Syndicated Revolver 300
 
 
 300
 244
ACESyndicated Revolver 300
 
 
 300
 286
Syndicated Revolver 300
 
 
 300
 230
Total $9,704
 $
 $1,696
 $8,008
 $7,687
__________
(a)Excludes $135$142 million of credit facility agreements arranged at minority and community banks at Generation, ComEd, PECO, BGE, Pepco, DPL and ACE with aggregate commitments of $49$44 million, $33 million, $34$33 million, $5$8 million, $5$8 million, $5$8 million and $5$8 million, respectively. These facilities expire on October 11, 2019.9, 2020. These facilities are solely utilized to issue letters of credit. As of December 31, 2018,2019, letters of credit issued under these facilities totaled $5 million, and$5 million, $2 million for Generation, ComEd, and BGE, respectively.
(b)Includes $600 million aggregate bank commitment related to Exelon Corporate. Exelon Corporate had $6 million and $9 million outstanding letters of credit at December 31, 2019 and 2018, respectively. Exelon Corporate had $458 million in available capacity to support additional commercial paper at December 31, 2019.



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Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 16 — Debt and Credit Agreements

The following tables present the short-term borrowings activity for Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE during 2018, 20172019 and 2016.2018.
Exelon     
2018 2017  2016
December 31, 2019
Exelon(a)
GenerationComEdPECOBGEPHIPepcoDPLACE
Average borrowings$531
 $823
  $1,125
$472
$13
$236
$
$103
N/A$45
$21
$51
Maximum borrowings outstanding1,237
 2,147
 3,076
890
357
465
21
298
N/A144
125
180
Average interest rates, computed on a daily basis2.21% 1.32% 0.88%2.25%1.84%2.38%2.39%2.46%N/A2.56%2.02%2.43%
Average interest rates, at December 312.15% 1.24% 1.12%2.25%1.84%2.38%2.39%2.46%N/A2.56%2.02%2.43%
        
Generation     
2018 2017  2016
December 31, 2018
Exelon(a)
GenerationComEdPECOBGEPHIPepcoDPLACE
Average borrowings$37
 $405
  $536
$531
$37
$154
$68
$65
N/A$22
$87
$95
Maximum borrowings outstanding583
 1,455
 1,735
1,237
583
520
350
239
N/A90
245
210
Average interest rates, computed on a daily basis1.96% 1.23% 0.94%2.21%1.96%2.14%2.24%2.18%N/A2.24%2.07%2.21%
Average interest rates, at December 311.96% 1.23% 1.14%2.15%1.96%2.14%2.24%2.18%N/A2.24%2.07%2.21%
__________
ComEd      
 2018 2017  2016
Average borrowings$154
 $200
  $256
Maximum borrowings outstanding520
 470
  755
Average interest rates, computed on a daily basis2.14% 1.24%  0.77%
Average interest rates, at December 312.14% 1.24%  N/A
       
PECO      
 2018 2017  2016
Average borrowings$68
 $2
  $
Maximum borrowings outstanding350
 60
  
Average interest rates, computed on a daily basis2.24% 1.13%  N/A
Average interest rates, at December 312.24% 1.13%  N/A
       
BGE      
 2018 2017  2016
Average borrowings$65
 $54
  $143
Maximum borrowings outstanding239
 165
  369
Average interest rates, computed on a daily basis2.18% 1.28%  0.77%
Average interest rates, computed at December 312.18% 1.28%  0.95%
       

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

PHI Corporate      
 2018 2017  2016
Average borrowingsN/A
 N/A
  $153
Maximum borrowings outstandingN/A
 N/A
  559
Average interest rates, computed on a daily basisN/A
 N/A
  1.03%
Average interest rates, computed at December 31N/A
 N/A
  N/A
       
Pepco      
 2018 2017  2016
Average borrowings$22
 $51
  $4
Maximum borrowings outstanding90
 197
  73
Average interest rates, computed on a daily basis2.24% 1.06%  0.71%
Average interest rates, computed at December 312.24% 1.06%  0.90%
       
DPL      
 2018 2017  2016
Average borrowings$87
 $40
  $33
Maximum borrowings outstanding245
 216
  116
Average interest rates, computed on a daily basis2.07% 1.48%  0.68%
Average interest rates, computed at December 312.07% 1.48%  N/A
       
ACE      
 2018 2017  2016
Average borrowings$95
 $30
  $
Maximum borrowings outstanding210
 133
  5
Average interest rates, computed on a daily basis2.21% 1.43%  0.65%
Average interest rates, computed at December 312.21% 1.43%  N/A
(a)
Includes $3 million and $4 million average borrowings related to Exelon Corporate at December 31, 2019 and 2018, respectively. Exelon Corporate had $144 million and $95 million maximum borrowings outstanding at December 31, 2019 and 2018, with 1.92% and 1.93% average interest rates computed on a daily basis for 2019 and 2018, and 1.92% and 1.93% average interest rates at December 31, 2019 and 2018, respectively.
Short-Term Loan Agreements
On January 13, 2016, PHI entered into a $500 million term loan agreement, which was amended on March 28, 2016. The net proceeds of the loan were used to repay PHI's outstanding commercial paper, and for general corporate purposes. Pursuant to the loan agreement, as amended, loans made thereunder bear interest at a variable rate equal to LIBOR plus 1%, and all indebtedness thereunder is unsecured. On March 23, 2017, the aggregate principal amount of all loans, together with any accrued but unpaid interest due under the loan agreement was fully repaid and the loan terminated.  On March 23, 2017, Exelon Corporate entered into a similar type term loan agreement for $500 million, which expiredwas renewed on March 22, 2018.2018 with an expiration of March 21, 2019.  The loan agreement was renewed on March 22, 201820, 2019 and will expire on March 21, 2019.19, 2020. Pursuant to the loan agreement, loans made thereunder bear interest at a variable rate equal to LIBOR plus 1%0.95% and all indebtedness thereunder is unsecured. The loan agreement is reflected in Exelon's Consolidated Balance Sheet within Short-Term borrowings.
On May 23, 2018, ACE entered into two term loan agreements in the aggregate amount of $125 million, which expire on May 22, 2019. Pursuant to the term loan agreements, loans made thereunder bear interest at a variable rate equal to LIBOR plus 0.55% and all indebtedness thereunder is unsecured.
Revolving Credit Agreements
On January 5, 2016, Generation entered into a credit agreement establishing a $150 million bilateral credit facility. On January 4, 2019, the credit agreement was amended to extend its maturity from January 2019 to April 2021.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

This facility will solely be utilized by Generation to issue lines of credit. This facility does not back Generation's commercial paper program.
On April 1, 2016, the credit agreement for CENG's $100 million bilateral credit facility was amended to increase the overall facility size to $200 million, scheduled to mature in October of 2019. This facility is utilized by CENG to fund working capital and capital projects. The facility does not back Generation's commercial paper program.
On May 26, 2016, Exelon Corporate, Generation, ComEd, PECO and BGE entered into amendments to each of their respective syndicated revolving credit facilities, which extended the maturity of each of the facilities to May 26, 2021. Exelon Corporate also increased the size of its facility from $500 million to $600 million. On May 26, 2016, PHI, Pepco, DPL and ACE entered into an amendment to their Second Amended and Restated Credit Agreement dated as of August 1, 2011, which (i) extended the maturity date of the facility to May 26, 2021, (ii) removed PHI as a borrower under the facility, (iii) decreased the size of the facility from $1.5 billion to $900 million and (iv) aligned its financial covenant from debt to capitalization leverage ratio to interest coverage ratio. On May 26, 2018, each of the Registrants' respective syndicated revolving credit facilities had their maturity dates extended to May 26, 2023.
On January 9, 2017,


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

Note 16 — Debt and Credit Agreements

Bilateral Credit Agreements
The following table reflects the credit agreement for Generation's $75 million bilateral credit facility was amended and restated to increase the facility size to $100 million. On January 4, 2019, the credit agreement was amended to extend its maturity from January 2019 to March 2021. This facility will solely be used by Generation to issue letters of credit.agreements at December 31, 2019:
On March 15, 2018, the credit agreement for a Generation bilateral credit facility of $30 million was amended to increase the overall facility size to $95 million, scheduled to mature in March of 2020. This facility will solely be used by Generation to issue letters of credit.
RegistrantDate Initiated Latest Amendment Date 
Maturity Date(a)
 Amount
Generation(b)
October 26, 2012 October 24, 2019 October 24, 2020 $200
Generation(c)
January 11, 2013 January 4, 2019 March 1, 2021 100
Generation(c)
January 5, 2016 January 4, 2019 April 5, 2021 150
Generation(c)
February 21, 2019 N/A March 31, 2021 100
Generation(c)
October 25, 2019 N/A N/A 200
Generation(c)
October 25, 2019 N/A N/A 100
Generation(c)
November 20, 2019 N/A N/A 300
Generation(c)
November 21, 2019 N/A November 21, 2020 150
Generation(c)
November 21, 2019 N/A November 21, 2021 100
__________
(a)Credit facilities that do not contain a maturity date are specific to the agreements set within each contract. In some instances, credit facilities are automatically renewed based on the contingency standards set within the specific agreement.
(b)Bilateral credit facility relates to CENG, which is incorporated within Generation, and supports the issuance of letters of credit and funding for working capital and does not back Generation's commercial paper program.
(c)Bilateral credit agreements solely support the issuance of letters of credit and do not back Generation's commercial paper program.
Borrowings under Exelon Corporate’s, Generation’s, ComEd’s, PECO’s, BGE's, Pepco's, DPL's and ACE's revolving credit agreements bear interest at a rate based upon either the prime rate or a LIBOR-based rate, plus an adder based upon the particular Registrant’s credit rating. The adders for the prime based borrowings and LIBOR-based borrowings are presented in the following table:
 Exelon Generation ComEd PECO BGE Pepco DPL ACE
Prime based borrowings27.5 27.5 7.5   7.5 7.5 7.5
LIBOR-based borrowings127.5 127.5 107.5 90.0 100.0 107.5 107.5 107.5

 Exelon Generation ComEd PECO BGE Pepco DPL ACE
Prime based borrowings27.5 27.5 7.5   7.5 7.5 7.5
LIBOR-based borrowings127.5 127.5 107.5 90.0 100.0 107.5 107.5 107.5
TheIf any registrant loses its investment grade rating, the maximum adders for prime rate borrowings and LIBOR-based rate borrowings are 90would be 65 basis points and 165 basis points, respectively.points. The credit agreements also require the borrower to pay a facility fee based upon the aggregate commitments. The fee varies depending upon the respective credit ratings of the borrower.
Each revolving credit agreement for Exelon, Generation, ComEd, PECO, BGE, Pepco, DPL and ACE requires the affected borrower to maintain a minimum cash from operations to interest expense ratio for the twelve-month period ended on the last day of any quarter. The following table summarizes the minimum thresholds reflected in the credit agreements for the year ended December 31, 2018:
ExelonGenerationComEdPECOBGEPepcoDPLACE
Credit agreement threshold2.50 to 13.00 to 12.00 to 12.00 to 12.00 to 12.00 to 12.00 to 12.00 to 1
At December 31, 2018, the interest coverage ratios at the Registrants were as follows:
 Exelon Generation ComEd PECO BGE Pepco DPL ACE
Interest coverage ratio7.34 10.99 7.34 8.14 9.77 5.98 7.03 5.06
An event of default under Exelon, Generation, ComEd, PECO or BGE's indebtedness will not constitute an event of default under any of the others’ credit facilities, except that a bankruptcy or other event of default in the payment of principal, premium or indebtedness in principal amount in excess of $100 million in the aggregate by Generation

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

will constitute an event of default under the Exelon Corporate credit facility. An event of default under Pepco, DPL or ACE's indebtedness will not constitute an event of default with respect to the other PHI Utilities under the PHI Utilities' combined credit facility.
The absence of a material adverse change in Exelon's or PHI’s business, property, results of operations or financial condition is not a condition to the availability of credit under any of the borrowers' credit agreement. None of the credit agreements include any rating triggers.
Variable Rate Demand BondsComponents of Income Tax Expense or Benefit
DPL has outstanding obligations in respect of Variable Rate Demand Bonds (VRDB). VRDBs are subject to repayment on the demandIncome tax expense (benefit) from continuing operations is comprised of the holders and, for this reason, are accounted for as short-term debt in accordance with GAAP. However, bonds submitted for purchase are remarketed by a remarketing agent on a best efforts basis. PHI expects that any bonds submitted for purchase will be remarketed successfully due to the creditworthinessfollowing components:
 For the Year Ended December 31, 2019
  Exelon  Generation ComEd PECO BGE PHI Pepco DPL ACE
Included in operations:                 
Federal                 
Current$85
 $147
 $59
 $45
 $(51) $43
 $16
 $29
 $(3)
Deferred489
 346
 15
 20
 95
 (34) (6) (21) (6)
Investment tax credit amortization(72) (69) (2) 
 
 (1) 
 
 
State                 
Current5
 10
 (5) 
 
 3
 
 
 
Deferred267
 82
 96
 
 35
 27
 6
 14
 9
Total$774
 $516
 $163
 $65
 $79
 $38
 $16
 $22
 $
 For the Year Ended December 31, 2018
  Exelon  Generation ComEd PECO BGE PHI Pepco DPL ACE
Included in operations:                 
Federal                 
Current$226
 $337
 $(63) $11
 $(5) $(4) $28
 $(3) $(14)
Deferred(99) (347) 145
 10
 47
 23
 (22) 13
 18
Investment tax credit amortization(24) (21) (2) 
 
 (1) 
 
 
State                 
Current(1) 6
 (29) 1
 
 7
 
 
 
Deferred16
 (83) 117
 (16) 32
 8
 5
 12
 8
Total$118
 $(108) $168
 $6
 $74
 $33
 $11
 $22
 $12
 For the Year Ended December 31, 2017
  Exelon  Generation ComEd PECO BGE PHI Pepco DPL ACE
Included in operations:                 
Federal                 
Current$194
 $584
 $(191) $71
 $74
 $(60) $(20) $(24) $(12)
Deferred(470) (2,005) 523
 28
 101
 251
 115
 82
 34
Investment tax credit amortization(25) (21) (2) 
 (1) (1) 
 
 
State                
Current14
 65
 (49) 14
 (5) (4) (2) 
 
Deferred161
 1
 136
 (9) 49
 31
 12
 13
 4
Total$(126) $(1,376) $417
 $104
 $218
 $217
 $105
 $71
 $26


283

Table of the issuer and, as applicable, the credit support, and because the remarketing resets the interest rate to the then-current market rate. The bonds may be converted to a fixed-rate, fixed-term option to establish a maturity which corresponds to the date of final maturity of the bonds. On this basis, PHI views VRDBs as a source of long-term financing. As of both December 31, 2018 and December 31, 2017, $79 million in variable rate demand bonds issued by DPL were outstanding and are included in the Long-term debt due within one year in Exelon's, PHI's and DPL's Consolidated Balance Sheet.

Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 13 — Income Taxes
Long-Term Debt 
Rate Reconciliation
The following tables presenteffective income tax rate from continuing operations varies from the outstanding long-term debt atU.S. federal statutory rate principally due to the Registrants as of December 31, 2018 and 2017:
Exelonfollowing:
     
Maturity
Date
 December 31,
 Rates 2018 2017
Long-term debt         
First mortgage bonds(a)
1.70%-7.90% 2019 - 2048 16,496
 15,197
Senior unsecured notes2.45%-7.60% 2019 - 2046 11,285
 11,285
Unsecured notes2.40%-6.35% 2021 - 2048 2,900
 2,600
Pollution control notes2.50%-2.70% 2025 - 2036 435
 435
Nuclear fuel procurement contracts  3.15% 2020 39
 82
Notes payable and other(b)(c)
2.85%-8.88% 2019 - 2053 188
 405
Junior subordinated notes
 3.50% 2022 1,150
 1,150
Long-term software licensing agreement  3.95% 2024 73
 79
Unsecured Tax-Exempt Bonds1.74%-5.40%
2024 - 2031 112
 112
Medium-Terms Notes (unsecured)7.61%-7.72% 2019 - 2027 22
 26
Transition bonds  5.55% 2023 59
 90
Loan Agreement  2.00% 2023 50
 
Nonrecourse debt:         
     Fixed rates2.29%-6.00% 2031 - 2037 1,253
 1,331
     Variable rates(f)


 5.81% 2019 - 2024 849
 865
Total long-term debt      34,911
 33,657
Unamortized debt discount and premium, net      (66) (57)
Unamortized debt issuance costs      (216) (201)
Fair value adjustment      795
 865
Long-term debt due within one year(e)
      (1,349) (2,088)
Long-term debt      $34,075
 $32,176
Long-term debt to financing trusts(d)
         
Subordinated debentures to ComEd Financing III  6.35% 2033 $206
 $206
Subordinated debentures to PECO Trust III7.38%-7.50% 2028 81
 81
Subordinated debentures to PECO Trust IV  5.75% 2033 103
 103
Total long-term debt to financing trusts      390
 390
Unamortized debt issuance costs      
 (1)
Long-term debt to financing trusts      $390
 $389
 For the Year Ended December 31, 2019
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
U.S. Federal statutory rate21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 %
Increase (decrease) due to:                 
State income taxes, net of Federal income tax benefit5.4
 3.8
 8.5
 
 6.4
 4.7
 2.0
 6.8
 7.0
Qualified NDT fund income5.9
 12.3
 
 
 
 
 
 
 
Amortization of investment tax credit, including deferred taxes on basis difference(1.5) (3.0) (0.2) 
 (0.1) (0.2) (0.1) (0.2) (0.3)
Plant basis differences(1.4) 
 
 (7.2) (1.2) (1.2) (1.8) (0.4) (0.7)
Production tax credits and other credits(3.1) (4.8) (1.2) 
 (1.3) (0.2) (0.1) 
 (0.1)
Noncontrolling interests(0.6) (1.2) 
 
 
 
 
 
 
Excess deferred tax amortization(5.5) 
 (9.7) (2.8) (6.8) (17.5) (15.1) (14.2) (27.0)
Other(0.8) (1.2) 0.8
 
 
 0.8
 0.3
 
 0.1
Effective income tax rate19.4 % 26.9 % 19.2 % 11.0 % 18.0 % 7.4 % 6.2 % 13.0 %  %
__________
(a)Substantially all of ComEd’s assets other than expressly excepted property and substantially all of PECO’s, Pepco's, DPL's and ACE's assets are subject to the liens of their respective mortgage indentures.
(b)Includes capital lease obligations of $36 million and $53 million at December 31, 2018 and 2017, respectively. Lease payments of $21 million, $5 million, $1 million, $1 million, less than $1 million, and $8 million will be made in 2019, 2020, 2021, 2022, 2023, and thereafter, respectively.
(c)Includes financing related to Albany Green Energy, LLC (AGE). During the third quarter of 2017, Generation retired $228 million of its outstanding debt balance.
(d)Amounts owed to these financing trusts are recorded as Long-term debt to financing trusts within Exelon’s Consolidated Balance Sheets.
(e)In January 2019, $300 million of ComEd long-term debt due within one year was paid in full.
(f)Excludes interest on CEU Upstream nonrecourse debt, see discussion below.

 For the Year Ended December 31, 2018
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
U.S. Federal statutory rate21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 %
Increase (decrease) due to:                 
State income taxes, net of Federal income tax benefit0.5
 (16.6) 8.3
 (2.6) 6.6
 2.9
 2.0
 6.7
 7.4
Qualified NDT fund income(1.9) (11.8) 
 
 
 
 
 
 
Amortization of investment tax credit, including deferred taxes on basis difference(1.2) (6.5) (0.2) (0.1) (0.1) (0.2) (0.1) (0.3) (0.4)
Plant basis differences(3.5) 
 (0.2) (14.1) (1.3) (1.6) (2.8) (0.3) (0.5)
Production tax credits and other credits(2.2) (13.5) 
 
 
 
 
 
 
Noncontrolling interests(1.0) (6.1) 
 
 
 
 
 
 
Excess deferred tax amortization(8.3) 
 (9.1) (3.2) (8.0) (14.8) (15.3) (12.0) (14.9)
Tax Cuts and Jobs Act of 20170.9
 2.7
 (0.1) 
 
 0.1
 
 
 
Other1.0
 1.3
 0.5
 0.3
 0.9
 0.4
 0.3
 0.4
 1.2
Effective income tax rate5.3 % (29.5)% 20.2 % 1.3 % 19.1 % 7.8 % 5.1 % 15.5 % 13.8 %

284

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 13 — Income Taxes
Generation
 For the Year Ended December 31, 2017
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
U.S. Federal statutory rate35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 %
Increase (decrease) due to:                 
State income taxes, net of Federal income tax benefit2.2
 2.9
 5.7
 0.6
 5.4
 4.8
 3.1
 5.4
 5.6
Qualified NDT fund income3.8
 9.9
 
 
 
 
 
 
 
Amortization of investment tax credit, including deferred taxes on basis difference(0.9) (2.1) (0.2) (0.1) (0.1) (0.2) (0.1) (0.2) (0.4)
Plant basis differences(a)
(1.7) 
 0.3
 (13.8) 0.1
 1.1
 (0.4) 2.0
 3.6
Production tax credits and other credits(1.8) (4.7) 
 
 
 
 
 
 
Like-kind exchange(1.2) 
 1.3
 
 
 
 
 
 
Merger expenses(3.6) (1.2) 
 
 
 (9.6) (6.4) (7.8) (19.8)
FitzPatrick bargain purchase gain(2.2) (5.6) 
 
 
 
 
 
 
Tax Cuts and Jobs Act of 2017(b)
(33.1) (128.3) 0.1
 (2.3) 0.9
 6.4
 2.8
 2.5
 1.6
Other0.2
 (0.5) 0.2
 (0.1) 0.2
 0.5
 0.7
 0.1
 (0.4)
Effective income tax rate(3.3)% (94.6)% 42.4 % 19.3 % 41.5 %
38.0 % 34.7 %
37.0 %
25.2 %
     
Maturity
Date
 December 31,
 Rates 2018 2017
Long-term debt         
Senior unsecured notes2.95%-7.60% 2019 - 2042 $6,019
 $6,019
Pollution control notes2.50%-2.70% 2025 - 2036 435
 435
Nuclear fuel procurement contracts 
3.15% 2020 39
 82
Notes payable and other(a)(b)
2.85%-7.83% 2019 - 2024 164
 223
Nonrecourse debt:         
Fixed rates2.29%-6.00% 2031 - 2037 1,253
 1,331
Variable rates(c)
 
5.81% 2019 - 2024 849
 865
Total long-term debt      8,759
 8,955
Unamortized debt discount and premium, net      (6) (8)
Unamortized debt issuance costs      (51) (60)
Fair value adjustment      91
 103
Long-term debt due within one year      (906) (346)
Long-term debt      $7,887
 $8,644

__________
(a)Includes Generation’s capital lease obligationsthe charges related to the transmission-related income tax regulatory asset for Exelon, ComEd, BGE, PHI, Pepco, DPL and ACE of $14$35 million, and $18 million at December 31, 2018 and 2017, respectively. Generation will make lease payments of $7$3 million, $5 million, $1$27 million, $14 million, $6 million and $1$7 million, in 2019, 2020, 2021, and 2022, respectively. Lease payments of less than $1 million annually will be made from 2023 through expiration of the final capital lease in 2024.See Note 3 - Regulatory Matters for additional information.
(b)Includes financing relatedAs a result of TCJA, Generation recorded a net decrease to Albany Green Energy, LLC (AGE). Duringincome tax expense, while the third quarterUtility Registrants recorded corresponding regulatory liabilities or assets to the extent such amounts are probable of 2017, Generation retired $228 million of its outstanding debt balance.
(c)Excludes interest on CEU Upstream nonrecourse debt, see discussion below.settlement or recovery through customer rates and an adjustment to income tax expense for all other amounts.


285

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 13 — Income Taxes
ComEd
Tax Differences and Carryforwards
The tax effects of temporary differences and carryforwards, which give rise to significant portions of the deferred tax assets (liabilities), as of December 31, 2019 and 2018 are presented below:
     
Maturity
Date
 December 31,
 Rates 2018 2017
Long-term debt         
First mortgage bonds(a)
2.15%-6.45% 2019 - 2048 $8,179
 $7,529
Notes payable and other(b)


 7.49% 2053 8
 147
Total long-term debt      8,187
 7,676
Unamortized debt discount and premium, net      (23) (23)
Unamortized debt issuance costs      (63) (52)
Long-term debt due within one year(d)
      (300) (840)
Long-term debt      $7,801
 $6,761
Long-term debt to financing trust(c)
         
Subordinated debentures to ComEd Financing III  6.35% 2033 $206
 $206
Total long-term debt to financing trusts      206
 206
Unamortized debt issuance costs      (1) (1)
Long-term debt to financing trusts      $205
 $205
 As of December 31, 2019
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Plant basis differences$(13,413) $(2,814) $(4,197) $(1,978) $(1,578) $(2,681) $(1,204) $(753) $(687)
Accrual based contracts61
 (43) 
 
 
 104
 
 
 
Derivatives and other financial instruments165
 88
 84
 
 
 2
 
 
 
Deferred pension and postretirement obligation1,504
 (220) (270) (28) (28) (89) (75) (42) (10)
Nuclear decommissioning activities(503) (503) 
 
 
 
 
 
 
Deferred debt refinancing costs183
 20
 (7) 
 (3) 142
 (3) (2) (1)
Regulatory assets and liabilities(884) 
 183
 (169) 157
 (10) 55
 88
 77
Tax loss carryforward240
 55
 
 25
 49
 93
 13
 44
 31
Tax credit carryforward892
 897
 
 
 
 
 
 
 
Investment in partnerships(830) (808) 
 
 
 
 
 
 
Other, net926
 236
 196
 70
 10
 181
 85
 12
 16
Deferred income tax liabilities (net)$(11,659) $(3,092) $(4,011) $(2,080) $(1,393)
$(2,258)
$(1,129)
$(653)
$(574)
Unamortized investment tax credits(668) (648) (10) (1) (3) (7) (2) (2) (3)
Total deferred income tax liabilities (net) and
unamortized investment tax credits
$(12,327) $(3,740) $(4,021) $(2,081) $(1,396)
$(2,265)
$(1,131)
$(655)
$(577)
__________
(a)Substantially all of ComEd’s assets, other than expressly excepted property, are subject to the lien of its mortgage indenture.
(b)Includes ComEd’s capital lease obligations of $8 million at both December 31, 2018 and 2017, respectively. Lease payments of less than $1 million annually will be made from 2019 through expiration at 2053.
(c)Amount owed to this financing trust is recorded as Long-term debt to financing trust within ComEd’s Consolidated Balance Sheets.
(d)In January 2019, the $300 million balance was paid in full.
PECO
286

     
Maturity
Date
 December 31,
 Rates 2018 2017
Long-term debt         
First mortgage bonds(a)
1.70%-5.95% 2021 - 2048 $3,075
 $2,925
Loan Agreement  2.00% 2023 50
 0
Total long-term debt      3,125
 2,925
Unamortized debt discount and premium, net      (18) (5)
Unamortized debt issuance costs      (23) (17)
Long-term debt due within one year      
 (500)
Long-term debt      $3,084
 $2,403
Long-term debt to financing trusts(b)
         
Subordinated debentures to PECO Trust III7.38%-7.50% 2028 $81
 $81
Subordinated debentures to PECO Trust IV  5.75% 2033 103
 103
Long-term debt to financing trusts      $184
 $184
__________
(a)Substantially all of PECO’s assets are subject to the lien of its mortgage indenture.
(b)Amounts owed to this financing trust are recorded as Long-term debt to financing trusts within PECO’s Consolidated Balance Sheets.

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 13 — Income Taxes
BGE
 As of December 31, 2018
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Plant basis differences$(12,533) $(2,495) $(4,059) $(1,862) $(1,399) $(2,577) $(1,148) $(743) $(645)
Accrual based contracts117
 (44) 
 
 
 161
 
 
 
Derivatives and other financial instruments89
 35
 69
 
 
 3
 
 
 
Deferred pension and postretirement obligation1,435
 (188) (255) (26) (26) (102) (78) (46) (14)
Nuclear decommissioning activities(351) (351) 
 
 
 
 
 
 
Deferred debt refinancing costs234
 23
 (7) 
 (3) 187
 (4) (2) (1)
Regulatory assets and liabilities(740) 
 300
 (129) 172
 (81) 67
 96
 83
Tax loss carryforward237
 78
 
 18
 25
 96
 12
 52
 26
Tax credit carryforward811
 816
 
 
 
 
 
 
 
Investment in partnerships(797) (775) 
 
 
 
 
 
 
Other, net934
 239
 151
 67
 12
 196
 98
 17
 19
Deferred income tax liabilities (net)$(10,564) $(2,662) $(3,801) $(1,932) $(1,219)
$(2,117)
$(1,053)
$(626)
$(532)
Unamortized investment tax credits(724) (700) (12) (1) (3) (8) (2) (2) (3)
Total deferred income tax liabilities (net) and
unamortized investment tax credits
$(11,288) $(3,362) $(3,813) $(1,933) $(1,222)
$(2,125)
$(1,055)
$(628)
$(535)

The following table provides Exelon’s, Generation’s, PECO’s, BGE’s, PHI’s, Pepco’s, DPL’s and ACE’s carryforwards, which are presented on a post-apportioned basis, and any corresponding valuation allowances as of December 31, 2019. ComEd does not have net operating losses or credit carryforwards for the year ended December 31, 2019.
     
Maturity
Date
 December 31,
 Rates 2018 2017
Long-term debt         
Unsecured notes2.40%-6.35% 2021 - 2048 2,900
 2,600
Total long-term debt      2,900
 2,600
Unamortized debt discount and premium, net      (6) (6)
Unamortized debt issuance costs      (18) (17)
Long-term debt      $2,876
 $2,577
PHI
     Maturity
Date
 December 31,
 Rates 2018 2017
Long-term debt         
First mortgage bonds(a)
1.81%-7.90% 2021 - 2048 $5,242
 $4,743
Senior unsecured notes 
7.45% 2032 185
 185
Unsecured Tax-Exempt Bonds1.74%-5.40% 2024 - 2031 112
 112
Medium-terms notes (unsecured)7.61%-7.72% 2019 - 2027 22
 26
Transition bonds(b)



5.55% 2023 59
 90
Notes payable and other (c) 
7.28%-8.88% 2019 - 2022 16
 33
Total long-term debt      5,636

5,189
Unamortized debt discount and premium, net      4
 5
Unamortized debt issuance costs      (14) (6)
Fair value adjustment      633
 686
Long-term debt due within one year      (125) (396)
Long-term debt      $6,134

$5,478
 Exelon Generation PECO BGE PHI Pepco DPL ACE
Federal               
Federal general business credits carryforwards(a)
$891
 $897

$

$
 $
 $
 $
 $
State               
State net operating losses3,986
 1,142
 312
 762
 1,360
 202
 654
 438
Deferred taxes on state tax attributes (net)264
 78
 25
 50
 93
 13
 44
 31
Valuation allowance on state tax attributes26
 24
 
 1
 
 
 
 
Year in which net operating loss or credit carryforwards will begin to expire2025
 2029
 2031
 2026
 2028
 2028
 2030
 2031
__________
(a)Substantially all of Pepco's, DPL's,Exelon's and ACE's assets are subject to the lien of its respective mortgage indenture.
(b)Transition bonds are recorded as part of Long-term debt within ACE's Consolidated Balance Sheets.
(c)Includes Pepco's capital lease obligations of $14 million and $27 million at December 31, 2018 and 2017, respectively.Generation's federal general business credit carryforwards will begin expiring in 2034.

Tabular Reconciliation of Unrecognized Tax Benefits
The following table presents changes in unrecognized tax benefits, by Registrant.

287

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 13 — Income Taxes
Pepco
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Balance at January 1, 2017$916
 $490
 $(12) $
 $120

$172

$80

$37

$22
Increases based on tax positions prior to 201728
 
 14
 
 
 14
 
 
 14
Decreases based on tax positions prior to 2017(a)
(196) (17) 
 
 
 (61) (21) (16) (22)
Decrease from settlements with taxing authorities(5) (5) 
 
 
 
 
 
 
Balance at December 31, 2017743
 468
 2
 
 120
 125
 59
 21
 14
Change to positions that only affect timing15
 15
 
 
 
 
 
 
 
Increases based on tax positions prior to 201830
 21
 
 
 
 8
 7
 1
 
Decreases based on tax positions prior to 2018(b)
(251) (36) 
 
 (120) (88) (66) (22) 
Decrease from settlements with taxing authorities(53) (53) 
 
 
 
 
 
 
Decreases from expiration of statute of limitations(7) (7) 
 
 
 
 
 
 
Balance at December 31, 2018477
 408
 2
 
 
 45
 
 
 14
Change to positions that only affect timing26
 12
 3
 1
 4
 3
 2
 1
 
Increases based on tax positions related to 20192
 1
 
 
 
 
 
 
 
Increases based on tax positions prior to 201934
 19
 3
 2
 3
 
 
 
 
Decreases based on tax positions prior to 2019(3) (3) 
 
 
 
 
 
 
Decrease from settlements with taxing authorities(29) 4
 (2) 
 
 
 
 
 
Balance at December 31, 2019$507
 $441
 $6
 $3
 $7
 $48
 $2
 $1
 $14
     Maturity
Date
 December 31,
 Rates 2018 2017
Long-term debt         
First mortgage bonds(a)
3.05%-7.90% 2022 - 2048 $2,735
 $2,535
Notes payable and other(b)
7.28%-8.88% 2019 - 2022 16
 35
Total long-term debt      2,751

2,570
Unamortized debt discount and premium, net      2
 2
Unamortized debt issuance costs      (34) (32)
Long-term debt due within one year      (15) (19)
Long-term debt      $2,704

$2,521

__________
(a)Substantially allExelon established a liability for an uncertain tax position associated with the tax deductibility of Pepco's assets are subject tocertain merger commitments incurred by Exelon in connection with the lienacquisitions of Constellation and PHI. In 2017, as a part of its respective mortgage indenture.examination of Exelon's return, the IRS National Office issued guidance concurring with Exelon's position that the merger commitments were deductible. As a result, Exelon, Generation, PHI, Pepco, DPL, and ACE decreased their liability for unrecognized tax benefits by $146 million, $19 million, $59 million, $21 million, $16 million and $22 million, respectively, resulting in a benefit to Income taxes on Exelon's, Generation's, PHI's, Pepco's, DPL's, and ACE's Consolidated Statements of Operations and Comprehensive Income and corresponding decreases in their effective tax rates.
(b)Includes capital lease obligationsExelon, Generation, BGE, PHI, Pepco, and DPL decreased their unrecognized state tax benefits primarily due to the receipt of $14 millionfavorable guidance with respect to the deductibility of certain depreciable fixed assets. The recognition of the tax benefits related to BGE, PHI, Pepco, and $27 million at December 31, 2018DPL was offset by corresponding regulatory liabilities and 2017, respectively. Lease payments of $14 million will be made in 2019.that portion had no immediate impact to their effective tax rate.
DPLLike-Kind Exchange
In 2016, the Tax Court held that Exelon was not entitled to defer a gain on its 1999 like-kind exchange transaction. In addition to the tax and interest related to the gain deferral, the Tax Court also ruled that Exelon was liable for penalties and interest on the penalties. Exelon had fully paid the amounts assessed resulting from the Tax Court decision in 2017. In September 2017, Exelon appealed the Tax Court decision to the U.S. Court of Appeals for the Seventh Circuit. In October 2018, the U.S. Court of Appeals for the Seventh Circuit affirmed the Tax Court’s decision. Exelon filed a petition seeking rehearing of the Seventh Circuit’s decision, but the Seventh Circuit denied that petition in December 2018.  In the first quarter of 2019, Exelon elected not to seek a further review by the U.S. Supreme

288
     Maturity
Date
 December 31,
 Rates 2018 2017
Long-term debt         
First mortgage bonds(a) 
1.81%-4.27% 2023 - 2048 $1,370
 $1,171
Unsecured Tax-Exempt Bonds1.74%-5.40% 2024 - 2031 112
 112
Medium-terms notes (unsecured)7.61%-7.72% 2019 - 2027 22
 26
Total long-term debt      1,504

1,309
Unamortized debt discount and premium, net      2
 2
Unamortized debt issuance costs      (12) (11)
Long-term debt due within one year      (91) (83)
Long-term debt      $1,403

$1,217
__________
(a)Substantially all of DPL's assets are subject to the lien of its respective mortgage indenture.
ACE

     Maturity
Date
 December 31,
 Rates 2018 2017
Long-term debt         
First mortgage bonds(a) 
3.38%-6.80% 2021 - 2036 $1,137
 $1,037
Transition bonds(b)

 5.55% 2023 59
 90
Total long-term debt      1,196

1,127
Unamortized debt discount and premium, net      (1) (1)
Unamortized debt issuance costs      (7) (5)
Long-term debt due within one year      (18) (281)
Long-term debt      $1,170

$840
__________
(a)Substantially all of ACE's assets are subject to the lien of its respective mortgage indenture.
(b)Maturities of ACE's Transition Bonds outstanding at December 31, 2018 are $18 million in 2019, $20 million in 2020 and $21 million in 2021.

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 13 — Income Taxes
Long-term debt maturities at Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL
Court. As a result, Exelon's and ACEComEd's unrecognized tax benefits decreased by approximately $33 million and $2 million, respectively, in the periods 2019 through 2023first quarter of 2019.
Recognition of unrecognized tax benefits
The following table presents Exelon's, Generation's and thereafterPHI's unrecognized tax benefits that, if recognized, would decrease the effective tax rate. ComEd's, PECO's, BGE's, Pepco's, DPL's and ACE's amounts are as follows:not material.
YearExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
2019$1,349
 $906
 $300
 $
 $
 $125
 $15
 $91
 $18
20203,528
 2,108
 500
 
 
 20
 
 
 20
20211,511
 1
 350
 300
 300
 261
 1
 
 260
20223,084
 1,024
 
 350
 250
 310
 310
 
 
2023850
 
 
 50
 300
 500
 
 500
 
Thereafter24,979
(a)  
4,720
 7,243
(b) 
2,609
(c) 
2,050
 4,420
 2,425
 913
 898
Total$35,301
 $8,759
 $8,393
 $3,309

$2,900

$5,636

$2,751

$1,504

$1,196
 Exelon Generation 
PHI(a)
December 31, 2019$462
 $429
 $32
December 31, 2018463
 408
 31
December 31, 2017523
 461
 32
__________
(a)Includes $390PHI has $21 million dueof unrecognized state tax benefits that, if recognized, $14 million would be in the form of a net operating loss carryforward, which is expected to ComEdrequire a full valuation allowance based on present circumstances.
The following table presents Exelon's, BGE's, PHI's, Pepco's, DPL's and ACE’s unrecognized tax benefits that, if recognized, may be included in future base rates and that portion would have no impact to the effective tax rate. ComEd's and PECO's amounts are not material.
 Exelon BGE PHI Pepco DPL ACE
December 31, 2019$19
 $1
 $14
 $
 $
 $14
December 31, 201814
 
 14
 
 
 14
December 31, 2017214
 120
 94
 59
 21
 14

Reasonably possible the total amount of unrecognized tax benefits could significantly increase or decrease within 12 months after the reporting date
Settlement of Income Tax Audits, Refund Claims, and Litigation
The following table represents Exelon's, Generation's and ACE's unrecognized federal and state tax benefits that could significantly decrease within the 12 months after the reporting date as a result of completing audits, potential settlements, refund claims, and the outcomes of pending court cases as of December 31, 2019. ComEd's, PECO's, BGE's, PHI's, Pepco's and DPL's amounts are not material.
Exelon(a)
 
Generation(a)
 
ACE(b)
$425
 $411
 $14
__________
(a)Exelon and PECO financing trusts.Generation have $411 million that, if recognized, would decrease the effective tax rate.
(b)Includes $206 million dueThe unrecognized tax benefit related to ComEd financing trust.
(c)Includes $184 million dueACE, if recognized, may be included in future base rates and that portion would have no impact to PECO financing trusts.the effective tax rate.
Junior Subordinated NotesTotal amounts of interest and penalties recognized
In June 2014, Exelon issued $1.15 billionThe following table represents the net interest and penalties receivable (payable) related to tax positions reflected in Exelon's Consolidated Balance Sheets. Generation's and the Utility Registrants' amounts are not material.
Net interest and penalties receivable as ofExelon
December 31, 2019$318
December 31, 2018219


289

Table of junior subordinated notes in the form of 23 million equity units at a stated amount of $50.00 per unit. Each equity unit represented an undivided beneficial ownership interest in Exelon’s $1.15 billion of 2.50% junior subordinated notes due in 2024 (“2024 notes”) and a forward equity purchase contract.   As contemplated in the June 2014 equity unit structure, in April 2017, Exelon completed the remarketing of the 2024 notes into $1.15 billion of 3.497% junior subordinated notes due in 2022 (“Remarketing”).  Exelon conducted the Remarketing on behalf of the holders of equity units and did not directly receive any proceeds therefrom. Instead, the former holders of the 2024 notes used debt remarketing proceeds towards settling the forward equity purchase contract with Exelon on June 1, 2017. Exelon issued approximately 33 million shares of common stock from treasury stock and received $1.15 billion upon settlement of the forward equity purchase contract. When reissuing treasury stock Exelon uses the average price paid to repurchase shares to calculate a gain or loss on issuance and records gains or losses directly to retained earnings. A loss on reissuance of treasury shares of $1.05 billion was recorded to retained earnings as of December 31, 2017. See Note 20 — Earnings Per Share for additional information on the issuance of common stock.
Nonrecourse Debt 
Exelon and Generation have issued nonrecourse debt financing, in which approximately $2.9 billion of generating assets have been pledged as collateral at December 31, 2018. Borrowings under these agreements are secured by the assets and equity of each respective project. The lenders do not have recourse against Exelon or Generation in the event of a default. If a specific project financing entity does not maintain compliance with its specific nonrecourse debt financing covenants, there could be a requirement to accelerate repayment of the associated debt or other borrowings earlier than the stated maturity dates. In these instances, if such repayment was not satisfied, the lenders or security holders would generally have rights to foreclose against the project-specific assets and related collateral. The potential requirement to satisfy its associated debt or other borrowings earlier than otherwise anticipated could lead to impairments due to a higher likelihood of disposing of the respective project-specific assets significantly before the end of their useful lives.
Denver Airport. In June 2011, Generation entered into a 20-year, $7 million solar loan agreement to finance a solar construction project in Denver, Colorado. The agreement is scheduled to mature on June 30, 2031. The agreement bears interest at a fixed rate of 5.50% annually with interest payable annually. As of December 31, 2018, $6 million was outstanding.
CEU Upstream. In July 2011, CEU Holdings, LLC, a wholly owned subsidiary of Generation, entered into a 5-year reserve based lending agreement (RBL) associated with certain Upstream oil and gas properties. The lenders do not have recourse against Exelon or Generation in the event of default pursuant to the RBL. Borrowings under this arrangement are secured by the assets and equity of CEU Holdings.
In December 2016, substantially all of the Upstream natural gas and oil exploration and production assets were sold for $37 million. The proceeds were used to reduce the debt balance by $31 million. The remaining proceeds

Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 13 — Income Taxes
of $6 million were being held
The Registrants did not record material interest and penalty expense related to tax positions reflected in escrow. In addition, during 2016, $15 million of the debt was repaid using CEU Holding’s cash, resulting in an outstanding debt balance of $22 million at December 31, 2016. During 2017, additional assets were sold for $1 million and the remaining $6 million in escrow was released and applied to the debt balance resulting in an outstanding amount of $15 million at December 31, 2017. Upon final resolution, CEU Holdings will be released of its obligations regardless of the amount of asset sale proceeds received. The ultimate resolution of this matter has no direct effect on any Exelon or Generation credit facilities or other debt of an Exelon entity. At December 31, 2018, the outstanding debt balance of $15 million was classified within Long term debt due within one year in Exelon’s and Generation’stheir Consolidated Balance Sheets. See Note 5 — Mergers, AcquisitionsInterest expense and Dispositionspenalty expense are recorded in Interest expense, net and Note 7 — Impairment of Long-Lived AssetsOther, net, respectively, in Other income and Intangibles for additional information.
Holyoke Solar Cooperative. In October 2011, Generation entered into a 20-year, $11 million solar loan agreement related to a solar construction project in Holyoke, Massachusetts. The agreement is scheduled to mature on December 2031. The agreement bears interest at a fixed rate of 5.25% annually with interest payable monthly. As of December 31, 2018, $8 million was outstanding.
Antelope Valley Solar Ranch One.    In December 2011, the DOE Loan Programs Office issued a guarantee for up to $646 million for a nonrecourse loan from the Federal Financing Bank to support the financing of the construction of the Antelope Valley facility. The project became fully operational in 2014. The loan will mature on January 5, 2037. Interest rates on the loan were fixed upon each advance at a spread of 37.5 basis points above U.S. Treasuries of comparable maturity. The advances were completed as of December 31, 2015 and the outstanding loan balance will bear interest at an average blended interest rate of 2.82%. As of December 31, 2018, $508 million was outstanding. In addition, Generation has issued letters of credit to support its equity investmentdeductions in the project. As of December 31, 2018, Generation had $38 million in letters of credit outstanding related to the project. In 2017, Generation’s interests in Antelope Valley were also contributed to and are pledged as collateral for the EGR IV financing structure referenced below.
Continental Wind.    In September 2013, Continental Wind, LLC (Continental Wind), an indirect subsidiary of Exelon and Generation, completed the issuance and sale of $613 million senior secured notes. Continental Wind owns and operates a portfolio of wind farms in Idaho, Kansas, Michigan, Oregon, New Mexico and Texas with a total net capacity of 667MW. The net proceeds were distributed to Generation for its general business purposes. The notes are scheduled to mature on February 28, 2033. The notes bear interest at a fixed rate of 6.00% with interest payable semi-annually. As of December 31, 2018, $479 million was outstanding.
In addition, Continental Wind entered into a $131 million letter of credit facility and $10 million working capital revolver facility. Continental Wind has issued letters of credit to satisfy certain of its credit support and security obligations. As of December 31, 2018, the Continental Wind letter of credit facility had $114 million in letters of credit outstanding related to the project.
In 2017, Generation’s interests in Continental Wind were contributed to EGRP. Refer to Note 2 - Variable Interest Entities for additional information on EGRP.
ExGen Texas Power.    In September 2014, EGTP, an indirect subsidiary of Exelon and Generation, issued $675 million aggregate principal amount of a nonrecourse senior secured term loan. The net proceeds were distributed to Generation for general business purposes. The loan was scheduled to mature on September 18, 2021. In addition to the financing, EGTP entered into various interest rate swaps with an initial notional amount of approximately $505 million at an interest rate of 2.34% to hedge a portion of the interest rate exposure in connection with this financing, as required by the debt covenants.
On May 2, 2017, as a result of the negative impacts of certain market conditions and the seasonality of its cash flows, EGTP entered into a consent agreement with its lenders, which permitted EGTP to draw on its revolving credit facility and initiate an orderly sales process of its assets. On November 7, 2017, the debtors filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware. As a result, Exelon and Generation deconsolidated the nonrecourse senior secured term loan, the revolving credit facility, and the interest rate swaps from their consolidated financial statements as of December 31, 2017. Due to their nonrecourse nature, these borrowings are secured solely by the assets of EGTP and its subsidiaries.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

The Chapter 11 bankruptcy proceedings were finalized on April 17, 2018, resulting in the ownership of EGTP assets (other than the Handley Generating Station) being transferred to EGTP's lenders. See Note 5 — Mergers, Acquisitions and Dispositions for additional information on EGTP.
Renewable Power Generation.    In March 2016, RPG, an indirect subsidiary of Exelon and Generation, issued $150 million aggregate principal amount of a nonrecourse senior secured notes.  The net proceeds were distributed to Generation for paydown of long term debt obligations at Sacramento PV Energy and Constellation Solar Horizons and for general business purposes.  The loan is scheduled to mature on March 31, 2035.  The term loan bears interest at a fixed rate of 4.11% payable semi-annually.  As of December 31, 2018, $115 million was outstanding.
In 2017, Generation’s interests in Renewable Power Generation were contributed to EGRP. Refer to Note 2 - Variable interest Entities for additional information on EGRP.
SolGen.    In September 2016, SolGen, LLC (SolGen), an indirect subsidiary of Exelon and Generation, issued $150 million aggregate principal amount of a nonrecourse senior secured notes.  The net proceeds were distributed to Generation for general business purposes.  The loan is scheduled to mature on September 30, 2036.  The term loan bears interest at a fixed rate of 3.93% payable semi-annually.  As of December 31, 2018, $137 million was outstanding. In 2017, Generation’s interests in SolGen were also contributed to and are pledged as collateral for the EGR IV financing structure referenced below.
ExGen Renewables IV.    In November 2017, EGR IV, an indirect subsidiary of Exelon and Generation, entered into an $850 million nonrecourse senior secured term loan credit facility agreement. Generation’s interests in EGRP, Antelope Valley, SolGen, and Albany Green Energy were all contributed to and are pledged as collateral for this financing. The net proceeds of $785 million, after the initial funding of $50 million for debt service and liquidity reserves as well as deductions for original discount and estimated costs, fees and expenses incurred in connection with the execution and delivery of the credit facility agreement, were distributed to Generation for general corporate purposes. The $50 million of debt service and liquidity reserves was treated as restricted cash in Exelon’s and Generation’s Consolidated Balance Sheets andRegistrants' Consolidated Statements of Cash Flows. The loan is scheduledOperations and Comprehensive Income.
Description of tax years open to mature on November 28, 2024. The term loan bears interest at a variable rate equal to LIBOR + 3%, subject to a 1% LIBOR floor with interest payable quarterly. As of December 31, 2018, $834 million was outstanding. In addition to the financing, EGR IV entered into interest rate swaps with an initial notional amount of $636 million at an interest rate of 2.32% to manage a portion of the interest rate exposure in connection with the financing. See Note 2 - Variable interest Entities for additional information on EGRP.assessment by major jurisdiction
Major JurisdictionOpen YearsRegistrants Impacted
Federal consolidated income tax returns2002-2018All Registrants
PHI Holdings and subsidiaries consolidated federal income tax returns2016Exelon, Generation, PHI, Pepco, DPL, ACE
Delaware separate corporate income tax returnsSame as federalDPL
District of Columbia combined corporate income tax returns2016-2018Exelon, PHI, Pepco
Illinois unitary corporate income tax returns2010-2018Exelon, Generation, ComEd
Maryland separate company corporate net income tax returnsSame as federalBGE, Pepco, DPL
New Jersey separate corporate income tax returns2013-2018Exelon, Generation
New Jersey separate corporate income tax returns2014-2018ACE
New York combined corporate income tax returns2010-March 2012Exelon, Generation
New York combined corporate income tax returns2011-2018Exelon, Generation
Pennsylvania separate corporate income tax returns2011-2018Exelon, Generation
Pennsylvania separate corporate income tax returns2016-2018PECO

14.Other Tax Matters
Federal Income Taxes (All Registrants)
Corporate Tax Reform (All Registrants)Law Changes
On December 22, 2017, President Trump signed the TCJA into law. The TCJA makes many significant changes to the Internal Revenue Code, including, but not limited to, (1) reducing the U.S. federal corporate tax rate from 35% to 21%; (2) creating a 30% limitation on deductible interest expense (not applicable to regulated utilities); (3) allowing 100% expensing for the cost of qualified property (not applicable to regulated utilities); (4) eliminating the domestic production activities deduction; (5) eliminating the corporate alternative minimum tax and changing how existing alternative minimum tax credits can be realized; and (6) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017. The most significant change that impacts the Registrants is the reduction of the corporate federal income tax rate from 35% to 21% beginning January 1, 2018.
Pursuant to the enactment of the TCJA, the Registrants remeasured their existing deferred income tax balances as of December 31, 2017 to reflect the decrease in the corporate income tax rate from 35% to 21%, which resulted in a material decrease to their net deferred income tax liability balances as shown in the table below. Generation recorded a corresponding net decrease to income tax expense, while the Utility Registrants recorded corresponding regulatory liabilities or assets to the extent such amounts are probable of settlement or recovery through customer rates and an adjustment to income tax expense for all other amounts. The amount and timing of potential settlements of the established net regulatory liabilities are determined by the Utility Registrants’ respective rate regulators, subject to certain IRS “normalization” rules. See Note 4 — Regulatory Matters for additional information regarding settlements for passing back of TCJA income tax savings benefits to customers.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

The Registrants assessed the applicable provisions in the TCJA and recorded the associated impacts as of December 31, 2017. The Registrants recorded provisional income tax amounts as of December 31, 2017, as allowed under SAB 118 issued by the SEC in December 2017, for changes pursuant to the TCJA related to depreciation because the impacts could not be finalized upon issuance of the Registrants’ financial statements, but for which reasonable estimates could be determined.
On August 3, 2018, the U.S. Department of Treasury, in conjunction with the IRS, released proposed regulations clarifying the immediate expensing provisions enacted by the TCJA, specifically that regulated utility property acquired after September 27, 2017, and placed in service by December 31, 2017, qualifies for 100% expensing. Until the proposed regulations are finalized, taxpayers may rely on the proposed regulations for tax years ending after September 28, 2017. The Registrants recorded the impact of these proposed regulations and the adjustment was immaterial.
While the Registrants have recorded the impacts of the TCJA based on their interpretation of the provisions as enacted, it is expected the U.S. Department of Treasury and the IRS will issue additional interpretative guidance in the future that could result in changes to previously finalized provisions. At this time, many of the states in which Exelon does business have issued guidance regarding TCJA and the impact was not material.
The one-time impacts recorded by the Registrants to remeasure their deferred income tax balances at the 21% corporate federal income tax rate as of December 31, 2017 are presented below:
           Successor      
 
Exelon(b)
 Generation ComEd PECO BGE PHI Pepco DPL ACE
Net Decrease to Deferred Income Tax Liability Balances

$8,624 $1,895 $2,819 $1,407 $1,120 $1,944 $968 $540 $456
           Successor      
 Exelon Generation ComEd 
PECO(c)
 BGE PHI Pepco DPL ACE
Net Regulatory Liability Recorded(a)
$7,315 N/A $2,818 $1,394 $1,124 $1,979 $976 $545 $458
           Successor      
 
Exelon(b)
 Generation ComEd PECO BGE PHI Pepco DPL ACE
Net Deferred Income Tax Benefit/(Expense) Recorded$1,309 $1,895 $1 $13 $(4) $(35) $(8) $(5) $(2)
 
Exelon(b)
 Generation ComEd 
PECO(c)
 BGE PHI Pepco DPL ACE
Net Decrease to Deferred Income Tax Liability Balances

$8,624 $1,895 $2,819 $1,407 $1,120 $1,944 $968 $540 $456
Net Increase to Regulatory Liabilities Recorded(a)
7,315 N/A 2,818 1,394 1,124 1,979 976 545 458
Net Deferred Income Tax Benefit/(Expense) Recorded$1,309 $1,895 $1 $13 $(4) $(35) $(8) $(5) $(2)
__________
(a)Reflects the net regulatory liabilities recorded on a pre-tax basis before taking into consideration the income tax benefits associated with the ultimate settlement with customers.
(b)Amounts do not sum across due to deferred tax adjustments recorded at the Exelon Corporation parent company, primarily related to certain employee compensation plans.
(c)Given the regulatory treatment of income tax benefits related to electric and gas distribution repairs, PECO remained in an overall net regulatory asset position as of December 31, 2017 after recording the impacts related to the TCJA.
The net regulatory liabilities above include (1) amounts subject to IRS “normalization” rules that are required to be passed back to customers generally over the remaining useful life
290

Table of the underlying assets giving rise to the associated deferred income taxes, and (2) amounts for which the timing of settlement with customers is subject to determinations by the rate regulators. The table below sets forth the Registrants’ estimated categorization of their net regulatory liabilities as of December 31, 2017. The amounts in the table below are shown on an after-tax basis reflecting future net cash outflows after taking into consideration the income tax benefits associated with the ultimate settlement with customers.

Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 13 — Income Taxes

State Income Tax Law Changes
Illinois - On June 5, 2019, the Governor of Illinois signed a tax bill which would increase the Illinois corporate income tax rate from 9.50% to 10.49% effective for tax years beginning on or after January 1, 2021. The tax rate is contingent upon ratification of state constitutional amendments in November 2020. The effect of the rate change will be recognized in the period in which the new legislation is enacted. Exelon, Generation and ComEd do not expect a material impact to their financial statements as a result of the rate change.
In 2017, Exelon reviewed and updated its marginal state income tax rates based on 2016 state apportionment rates. In addition, Exelon, Generation and ComEd recorded the impacts of Illinois’ statutory rate change, which increased the total corporate income tax rate from 7.75% to 9.50% effective July 1, 2017. The following table provides the one-time impact of the rate changes in 2017 for Exelon, Generation and ComEd:
         Successor      
 Exelon ComEd 
PECO(a)
 BGE PHI PEPCO DPL ACE
Subject to IRS Normalization Rules$3,040 $1,400 $533 $459 $648 $299 $195 $153
Subject to Rate Regulator Determination1,694 573 43 324 754 391 194 170
Net Regulatory Liabilities$4,734 $1,973 $576 $783 $1,402 $690 $389 $323
_________
 Exelon Generation ComEd
Increase to Deferred Income Taxes$250
 $20
 $270
Increase in Regulatory Assets270
 
 270
(Decrease)/Increase to Income Tax Expense(20) 20
 
Long-Term Marginal State Income Tax Rate (All Registrants)
Quarterly, Exelon reviews and updates its marginal state income tax rates for changes in state apportionment. The Registrants remeasure their existing deferred income tax balances to reflect the changes in marginal rates, which results in either an increase or decrease to their net deferred income tax liability balances. Utility Registrants record corresponding regulatory liabilities or assets to the extent such amounts are probable of settlement or recovery through customer rates and an adjustment to income tax expense for all other amounts.
December 31, 2019Exelon Generation PHI DPL
Increase to Deferred Income Tax Liability$23
 $9
 $
 $
Increase to Income Tax Expense, Net of Federal Taxes23
 9
 
 
December 31, 2018       
Decrease to Deferred Income Tax Liability$50
 $53
 $4
 $2
Decrease to Income Tax Expense, Net of Federal Taxes50
 53
 3
 

There were no material adjustments to income tax expense in 2017 as a result of changes in state apportionment.
Allocation of Tax Benefits (All Registrants)
Generation and the Utility Registrants are all party to an agreement with Exelon and other subsidiaries of Exelon that provides for the allocation of consolidated tax liabilities and benefits (Tax Sharing Agreement). The Tax Sharing Agreement provides that each party is allocated an amount of tax similar to that which would be owed had the party been separately subject to tax. In addition, any net benefit attributable to Exelon is reallocated to the other Registrants. That allocation is treated as a contribution to the capital of the party receiving the benefit.
The following table presents the allocation of federal tax benefits from Exelon under the Tax Sharing Agreement.
 Generation ComEd PECO BGE PHI Pepco DPL
December 31, 2019(a)
$41
 $
 $14
 $3
 $7
 $6
 $1
December 31, 2018(b)
155
 1
 48
 26
 2
 
 
December 31, 2017(c)
102
 
 16
 10
 7
 
 
__________
(a)Given the regulatory treatmentACE did not record an allocation of incomefederal tax benefits from Exelon under the Tax Sharing Agreement as a result of a tax net operating loss.
(b)Pepco, DPL and ACE did not record an allocation of federal tax benefits from Exelon under the Tax Sharing Agreement as a result of a tax net operating loss.

291

Table of Contents
Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 13 — Income Taxes

(c)ComEd, Pepco, DPL and ACE did not record an allocation of federal tax benefits from Exelon under the Tax Sharing Agreement as a result of a tax net operating loss.
Research and Development Activities
In the fourth quarter 2019, Exelon and Generation recognized additional tax benefits related to certain research and development activities that qualify for federal and state tax incentives for the 2010 through 2018 tax years, which resulted in an increase to Exelon’s and Generation’s net income of $108 million and $75 million, respectively, for the year ended December 31, 2019, reflecting a decrease to Exelon’s and Generation’s Income tax expense of $97 million and $66 million, respectively.

14. Retirement Benefits (All Registrants)
Exelon sponsors defined benefit pension plans and OPEB plans for essentially all current employees. Substantially all non-union employees and electing union employees hired on or after January 1, 2001 participate in cash balance pension plans. Effective January 1, 2009, substantially all newly-hired union-represented employees participate in cash balance pension plans. Effective February 1, 2018, most newly-hired Generation and BSC non-represented, non-craft, employees are not eligible for pension benefits, and will instead be eligible to receive an enhanced non-discretionary employer contribution in an Exelon defined contribution savings plan. Effective January 1, 2018, most newly-hired non-represented, non-craft, employees are not eligible for OPEB benefits and employees represented by Local 614 are not eligible for retiree health care benefits.
Effective January 1, 2019, Exelon merged the Exelon Corporation Cash Balance Pension Plan (CBPP) into the Exelon Corporation Retirement Program (ECRP). The merging of the plans did not change the benefits offered to the plan participants and, thus, had no impact on Exelon's pension obligation. However, beginning in 2019, actuarial losses and gains related to the CBPP and ECRP are amortized over participants’ average remaining service period of the merged ECRP rather than each individual plan.

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

Note 14 — Retirement Benefits

The table below shows the pension and OPEB plans in which employees of each operating company participated at December 31, 2019:
Operating Company(e)
Name of Plan:GenerationComEdPECOBGEPHIPepcoDPLACE
Qualified Pension Plans:
Exelon Corporation Retirement Program(a)
XXXXXXXX
Exelon Corporation Pension Plan for Bargaining Unit Employees(a)
XX
Exelon New England Union Employees Pension Plan(a)
X
Exelon Employee Pension Plan for Clinton, TMI and Oyster Creek(a)
XXXXX
Pension Plan of Constellation Energy Group, Inc.(b)
XXXXXXX
Pension Plan of Constellation Energy Nuclear Group, LLC(c)
XXXX
Nine Mile Point Pension Plan(c)
X
Constellation Mystic Power, LLC Union Employees Pension Plan Including Plan A and Plan B(b)
X
Pepco Holdings LLC Retirement Plan(d)
XXXXXXXX
Non-Qualified Pension Plans:
Exelon Corporation Supplemental Pension Benefit Plan and 2000 Excess Benefit Plan(a)
XXXX
Exelon Corporation Supplemental Management Retirement Plan(a)
XXXXXXX
Constellation Energy Group, Inc. Senior Executive Supplemental Plan(b)
XX
Constellation Energy Group, Inc. Supplemental Pension Plan(b)
XX
Constellation Energy Group, Inc. Benefits Restoration Plan(b)
XXXX
Constellation Energy Nuclear Plan, LLC Executive Retirement Plan(c)
XX
Constellation Energy Nuclear Plan, LLC Benefits Restoration Plan(c)
X
Baltimore Gas & Electric Company Executive Benefit Plan(b)
XX
Baltimore Gas & Electric Company Manager Benefit Plan(b)
XXX
Pepco Holdings LLC 2011 Supplemental Executive Retirement Plan(d)
XXXX
Conectiv Supplemental Executive Retirement Plan (d)
XXXX
Pepco Holdings LLC Combined Executive Retirement Plan (d)
XX
Atlantic City Electric Director Retirement Plan (d)
X

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Note 14 — Retirement Benefits

Operating Company(e)
Name of Plan:GenerationComEdPECOBGEPHIPepcoDPLACE
OPEB Plans:
PECO Energy Company Retiree Medical Plan(a)
XXXXXXXX
Exelon Corporation Health Care Program(a)
XXXXXXX
Exelon Corporation Employees’ Life Insurance Plan(a)
XXXX
Exelon Corporation Health Reimbursement Arrangement Plan(a)
XXXX
Constellation Energy Group, Inc. Retiree Medical Plan(b)
XXXXXX
Constellation Energy Group, Inc. Retiree Dental Plan(b)
XX
Constellation Energy Group, Inc. Employee Life Insurance Plan and Family Life Insurance Plan(b)
XXXXXX
Constellation Mystic Power, LLC
Post-Employment Medical Account Savings Plan(b)
X
Exelon New England Union Post-Employment Medical Savings Account Plan(a)
X
Retiree Medical Plan of Constellation Energy Nuclear Group LLC(c)
XXX
Retiree Dental Plan of Constellation Energy Nuclear Group LLC(c)
XXX
Nine Mile Point Nuclear Station, LLC Medical Care and Prescription Drug Plan for Retired Employees(c)
X
Pepco Holdings LLC Welfare Plan for Retirees(d)
XXXXXXXX
__________
(a)These plans are collectively referred to electricas the legacy Exelon plans.
(b)These plans are collectively referred to as the legacy Constellation Energy Group (CEG) Plans.
(c)These plans are collectively referred to as the legacy CENG plans.
(d)These plans are collectively referred to as the legacy PHI plans.
(e)Employees generally remain in their legacy benefit plans when transferring between operating companies.
Exelon’s traditional and cash balance pension plans are intended to be tax-qualified defined benefit plans. Exelon has elected that the trusts underlying these plans be treated as qualified trusts under the IRC. If certain conditions are met, Exelon can deduct payments made to the qualified trusts, subject to certain IRC limitations.
Benefit Obligations, Plan Assets and Funded Status
During the first quarter of 2019, Exelon received an updated valuation of its pension and OPEB to reflect actual census data as of January 1, 2019. This valuation resulted in an increase to the pension and OPEB obligations of $75 million and $36 million, respectively. Additionally, accumulated other comprehensive loss increased by $39 million (after-tax) and regulatory assets and liabilities increased by $53 million and decreased by $5 million, respectively.

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Note 14 — Retirement Benefits

The following tables provide a rollforward of the changes in the benefit obligations and plan assets of Exelon for the most recent two years for all plans combined:
 Pension Benefits OPEB
 2019 2018 2019 2018
Change in benefit obligation:       
Net benefit obligation at beginning of year$20,692
 $22,337
 $4,369
 $4,856
Service cost357
 405

93
 112
Interest cost883
 802

188
 175
Plan participants’ contributions
 
 44
 45
Actuarial (gain) loss(a)
2,322
 (1,561) 250
 (540)
Plan amendments68
 (4) 
 
Curtailments(3) 
 
 
Settlements(35) (48)
(4) (4)
Contractual termination benefits1
 
 
 
Gross benefits paid(1,417) (1,239)
(282) (275)
Net benefit obligation at end of year$22,868
 $20,692
 $4,658
 $4,369
 Pension Benefits OPEB
 2019 2018 2019 2018
Change in plan assets:       
Fair value of net plan assets at beginning of year$16,678
 $18,573
 $2,408
 $2,732
Actual return on plan assets3,008
 (945) 324
 (136)
Employer contributions356

337

51

46
Plan participants’ contributions
 
 44
 45
Gross benefits paid(1,417)
(1,239)
(282)
(275)
Settlements(35)
(48)
(4)
(4)
Fair value of net plan assets at end of year$18,590
 $16,678
 $2,541
 $2,408
__________
(a)The pension actuarial loss in 2019 primarily reflects a decrease in the discount rate. The OPEB actuarial loss in 2019 primarily reflects a decrease in the discount rate. The pension actuarial gain in 2018 primarily reflects an increase in the discount rate. The OPEB actuarial gain in 2018 primarily reflects an increase in the discount rate and gas distribution repairs, PECO was in an overallfavorable health care claims experience.
Exelon presents its benefit obligations and plan assets net on its balance sheet within the following line items:
 Pension Benefits OPEB
 2019 2018 2019 2018
Other current liabilities$31
 $26
 $41
 $33
Pension obligations4,247

3,988




Non-pension postretirement benefit obligations
 
 2,076

1,928
Unfunded status (net benefit obligation less plan assets)$4,278

$4,014

$2,117

$1,961


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Note 14 — Retirement Benefits

The following table provides the accumulated benefit obligation (ABO) and fair value of plan assets for all pension plans with an ABO in excess of plan assets. Information for pension and OPEB plans with projected benefit obligations (PBO) and accumulated postretirement benefit obligation (APBO), respectively, in excess of plan assets has been disclosed in the Obligations and Plan Assets table above as all pension and OPEB plans are underfunded.
ABO in excess of plan assetsExelon
 2019 2018
Accumulated benefit obligation21,727
 19,656
Fair value of net plan assets18,590
 16,678

Components of Net Periodic Benefit Costs
The majority of the 2019 pension benefit cost for the Exelon-sponsored plans is calculated using an expected long-term rate of return on plan assets of 7.00% and a discount rate of 4.31%. The majority of the 2019 OPEB cost is calculated using an expected long-term rate of return on plan assets of 6.67% for funded plans and a discount rate of 4.30%.
A portion of the net periodic benefit cost for all plans is capitalized within the Consolidated Balance Sheets. The following tables present the components of Exelon’s net periodic benefit costs, prior to capitalization, for the years ended December 31, 2019, 2018 and 2017.
 Pension Benefits OPEB
 2019 2018 
2017(a)
 2019 2018 
2017(a)
Components of net periodic benefit cost:           
Service cost$357

$405

$387

$93

$112

$106
Interest cost883

802

842

188

175

182
Expected return on assets(1,225) (1,252) (1,196) (153) (173) (162)
Amortization of:           
Prior service cost (credit)
 2
 1
 (179) (186) (188)
Actuarial loss414
 629
 607
 45
 66
 61
Settlement and other charges17
 3
 3
 1
 1
 
Contractual termination benefits1
 
 
 
 
 
Net periodic benefit cost$447
 $589
 $644
 $(5) $(5) $(1)

__________ 
(a)FitzPatrick net regulatory asset positionbenefit costs are included for the period after acquisition.
Cost Allocation to Exelon Subsidiaries
All Registrants account for their participation in Exelon’s pension and OPEB plans by applying multi-employer accounting. Exelon allocates costs related to its pension and OPEB plans to its subsidiaries based on both active and retired employee participation in each plan.
The amounts below represent the Registrants’ allocated pension and OPEB costs. As a result of new pension guidance effective on January 1, 2018, certain balances have been reclassified on Exelon’s Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2017. For Exelon, the service cost component is included in Operating and maintenance expense and Property, plant and equipment, net, while the non–service cost components are included in Other, net and Regulatory assets for the years ended December 31, 2019 and December 31, 2018 and in Other, net and Property, plant and equipment, net, for the year ended December 31, 2017. For Generation and the Utility Registrants, the service cost and non–service cost components are included

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Note 14 — Retirement Benefits

in Operating and maintenance expense and Property, plant and equipment, net on their consolidated financial statements.
For the Years Ended December 31,Exelon 
Generation(a)
 ComEd PECO BGE PHI Pepco DPL ACE
2019$442
 $135
 $96
 $12
 $61
 $95
 $25
 $15
 $16
2018583
 204
 177
 18
 60
 67
 15
 6
 12
2017643
 227
 176
 29
 64
 94
 25
 13
 13
__________
(a)FitzPatrick net benefit costs are included for the period after acquisition.
Components of AOCI and Regulatory Assets
Exelon recognizes the overfunded or underfunded status of defined benefit pension and OPEB plans as an asset or liability on its balance sheet, with offsetting entries to AOCI and regulatory assets (liabilities). A portion of current year actuarial gains and losses and prior service costs (credits) is capitalized within Exelon’s Consolidated Balance Sheets to reflect the expected regulatory recovery of these amounts, which would otherwise be recorded to AOCI. The following tables provide the components of AOCI and regulatory assets (liabilities) for Exelon for the years ended December 31, 2019, 2018 and 2017 for all plans combined.
 Pension Benefits OPEB
 2019 2018 2017 2019 2018 2017
Changes in plan assets and benefit obligations recognized in AOCI and regulatory assets (liabilities):           
Current year actuarial (gain) loss$538
 $635
 $(222) $80
 $(232) $166
Amortization of actuarial loss(414) (629) (607) (45) (66) (61)
Current year prior service cost (credit)68
 (4) 9
 
 
 
Amortization of prior service (cost) credit
 (2) (1) 179
 186
 188
Curtailments(3) 
 
 
 
 
Settlements(17) (3) (3) (1) 
 
Total recognized in AOCI and regulatory assets (liabilities)$172

$(3) $(824) $213

$(112) $293
            
Total recognized in AOCI$169
 $3
 $(401) $107
 $(55) $168
Total recognized in regulatory assets (liabilities)$3
 $(6) $(423) $106
 $(57) $125


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Note 14 — Retirement Benefits

The following table provides the components of gross accumulated other comprehensive loss and regulatory assets (liabilities) for Exelon that have not been recognized as components of periodic benefit cost at December 31, 2019 and 2018, respectively, for all plans combined:
 Pension Benefits OPEB
 2019
2018 2019 2018
Prior service (credit) cost$39

$(29) $(158) $(337)
Actuarial loss7,662
 7,558
 565
 531
Total$7,701
 $7,529
 $407
 $194
        
Total included in AOCI$4,068
 $3,899
 $177
 $70
Total included in regulatory assets (liabilities)$3,633
 $3,630
 $230
 $124

Average Remaining Service Period
For pension benefits, Exelon amortizes its unrecognized prior service costs and certain actuarial gains and losses, as applicable, based on participants’ average remaining service periods.
For OPEB, Exelon amortizes its unrecognized prior service costs over participants’ average remaining service period to benefit eligibility age and amortizes certain actuarial gains and losses over participants’ average remaining service period to expected retirement. The resulting average remaining service periods for pension and OPEB were as follows:
  2019 2018 2017
Pension plans 11.7
 12.0
 11.8
OPEB plans:      
Benefit Eligibility Age 8.7
 8.8
 8.8
Expected Retirement 9.3
 9.5
 9.6
Assumptions
The measurement of the plan obligations and costs of providing benefits under Exelon’s defined benefit and other postretirement plans involves various factors, including the development of valuation assumptions and inputs and accounting policy elections. The measurement of benefit obligations and costs is impacted by several assumptions and inputs, as shown below, among other factors. When developing the required assumptions, Exelon considers historical information as well as future expectations.
Expected Rate of Return. In selecting the EROA, Exelon considers historical economic indicators (including inflation and GDP growth) that impact asset returns, as well as expectations regarding future long-term capital market performance, weighted by Exelon’s target asset class allocations.
Mortality. The mortality assumption is composed of a base table that represents the current expectation of life expectancy of the population adjusted by an improvement scale that attempts to anticipate future improvements in life expectancy. For the year ended December 31, 2018, Exelon’s mortality assumption was supported by an actuarial experience study of Exelon's plan participants and utilized the IRS's RP–2000 base table projected to 2012 with improvement scale AA and projected thereafter with generational improvement scale BB two-dimensional adjusted to a 0.75% long-term rate reached in 2027. For the year ended December 31, 2019, Exelon's mortality assumption utilizes the Society of Actuaries' 2019 base table (Pri-2012) and MP-2019 improvement scale adjusted to a 0.75% long-term rate reached in 2035.
For Exelon, the following assumptions were used to determine the benefit obligations for the plans at December 31, 2019 and 2018. Assumptions used to determine year-end benefit obligations are the assumptions used to estimate the subsequent year’s net periodic benefit costs.

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Note 14 — Retirement Benefits

 Pension BenefitsOPEB
 2019 2018 2019 2018 
Discount rate3.34%
(a)  
4.31%
(a)  
3.31%
(a)  
4.30%
(a)  
Investment Crediting Rate3.82%
(b)  
4.46%
(b)  
N/A
 N/A
 
Rate of compensation increase    
(c) 
    
(c) 
    
(c) 
    
(c) 
Mortality tablePri-2012 table with MP- 2019 improvement scale (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
Pri-2012 table with MP- 2019 improvement scale (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
Health care cost trend on covered chargesN/A N/A 5.00% with
ultimate trend of 5.00% in
2017
 5.00% with
ultimate trend of 5.00% in
2017
 
__________
(a)The discount rates above represent the blended rates used to determine the majority of Exelon’s pension and OPEB obligations. Certain benefit plans used individual rates, which range from 3.02% - 3.44% and 3.27% - 3.4% for pension and OPEB plans, respectively, as of December 31, 2017 after recording2019 and 4.13% - 4.36% and 4.27% - 4.38% for pension and OPEB plans, respectively, as of December 31, 2018.
(b)The investment crediting rate above represents a weighted average rate.
(c)3.25% through 2019 and 3.75% thereafter.
The following assumptions were used to determine the net periodic benefit cost for Exelon for the years ended December 31, 2019, 2018 and 2017: 
 Pension Benefits Other Postretirement Benefits 
Exelon2019 2018 2017 2019 2018 2017 
Discount rate4.31%
(a) 
3.62%
(a) 
4.04%
(a) 
4.30%
(a) 
3.61%
(a) 
4.04%
(a) 
Investment Crediting Rate4.46%
(b)  
4.00%
(b)  
4.46%
(b)  
N/A
 N/A
 N/A
 
Expected return on plan assets7.00%
(c) 
7.00%
(c) 
7.00%
(c) 
6.67%
(c) 
6.60%
(c) 
6.58%
(c) 
Rate of compensation increase    
(d)  
 
(d)  
 
(e) 
    
(d)  
 
(d)  
 
(e) 
Mortality tableRP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
Health care cost trend on covered chargesN/A  N/A  N/A  5.00%
with
ultimate
trend of
5.00% in
2017
  
  
  
  
  
  
  
5.00%
with
ultimate
trend of
5.00% in
2017
  
  
  
  
  
  
  
5.50%
decreasing
to
ultimate
trend of
5.00% in
2017
  
  
  
  
  
  
  
__________
(a)The discount rates above represent the impactsblended rates used to establish the majority of Exelon’s pension and OPEB costs. Certain benefit plans used individual rates, which range from 4.13%-4.36% and 4.27%-4.38% for pension and OPEB plans, respectively, for the year ended December 31, 2019; 3.49%-3.65% and 3.57%-3.68% for pension and OPEB plans; respectively, for the year ended December 31, 2018; and 3.66%-4.11% and 4.00%-4.17% for pension and OPEB plans, respectively, for the year ended December 31, 2017.
(b)The investment crediting rate above represents a weighted average rate.
(c)Not applicable to pension and other postretirement benefit plans that do not have plan assets.
(d)3.25% through 2019 and 3.75% thereafter.
(e)The legacy Exelon, CEG and CENG pension and other postretirement plans used a rate of compensation increase of 3.25% through 2019 and 3.75% thereafter, while the legacy PHI pension and OPEB plans used a weighted-average rate of compensation increase of 5% for all periods.

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Note 14 — Retirement Benefits

Contributions
Exelon allocates contributions related to its legacy Exelon pension and OPEB plans to its subsidiaries based on accounting cost. For legacy CEG, CENG, FitzPatrick, and PHI plans, pension and OPEB contributions are allocated to the subsidiaries based on employee participation (both active and retired). The following tables provide contributions to the pension and OPEB plans:
 Pension Benefits OPEB
 
2019(a)
 
2018(a)
 
2017(a)
 2019 2018 2017
Exelon$356

$337

$341

$51
 $46
 $64
Generation160
 128
 137
 15
 11
 11
ComEd72
 38
 36
 5
 4
 5
PECO27
 28
 24
 1
 
 
BGE34
 40
 39
 14
 14
 14
PHI10
 62
 67
 15
 12
 32
Pepco2
 6
 62
 12
 11
 10
DPL1
 
 
 
 
 2
ACE
 6
 
 1
 
 20
__________
(a)Exelon's and Generation's pension contributions include $21 million related to the TCJA.legacy CENG plans that was funded by CENG as provided in an Employee Matters Agreement (EMA) between Exelon and CENG for the year ended December 31, 2017. There were 0 pension contributions for the years ended December 31, 2019 and 2018.
Management considers various factors when making pension funding decisions, including actuarially determined minimum contribution requirements under ERISA, contributions required to avoid benefit restrictions and at-risk status as defined by the Pension Protection Act of 2006 (the Act), management of the pension obligation and regulatory implications. The Act requires the attainment of certain funding levels to avoid benefit restrictions (such as an inability to pay lump sums or to accrue benefits prospectively), and at-risk status (which triggers higher minimum contribution requirements and participant notification). The projected contributions below reflect a funding strategy to make levelized annual contributions with the objective of achieving 100% funded status on an ABO basis over time. This level funding strategy helps minimize volatility of future period required pension contributions. Based on this funding strategy and current market conditions, which are subject to change, Exelon’s estimated annual qualified pension contributions will be approximately $500 million beginning in 2020. Unlike the qualified pension plans, Exelon’s non-qualified pension plans are not funded, given that they are not subject to statutory minimum contribution requirements.
While other postretirement plans are also not subject to statutory minimum contribution requirements, Exelon does fund certain of its plans. For Exelon's funded OPEB plans, contributions generally equal accounting costs, however, Exelon’s management has historically considered several factors in determining the level of contributions to its OPEB plans, including liabilities management, levels of benefit claims paid and regulatory implications (amounts deemed prudent to meet regulatory expectations and best assure continued rate recovery). The amounts below include benefit payments related to unfunded plans.

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

Note 14 — Retirement Benefits

The following table provides all registrants' planned contributions to the qualified pension plans, planned benefit payments to non-qualified pension plans, and planned contributions to other postretirement plans in 2020:

Qualified Pension Plans
Non-Qualified Pension Plans
OPEB
Exelon$505

$36

$42
Generation227

14

16
ComEd141

2

3
PECO17

1


BGE56

2

16
PHI22

9

7
Pepco

2

7
DPL

1


ACE2





Estimated Future Benefit Payments
Estimated future benefit payments to participants in all of the pension plans and postretirement benefit plans at December 31, 2019 were:
 
Pension
Benefits
 OPEB
2020$1,227
 $258
20211,252
 263
20221,295
 267
20231,310
 270
20241,324
 275
2025 through 20296,770
 1,402
Total estimated future benefit payments through 2029$13,178

$2,735

Plan Assets
Investment Strategy. On a regular basis, Exelon evaluates its investment strategy to ensure that plan assets will be sufficient to pay plan benefits when due. As part of this ongoing evaluation, Exelon may make changes to its targeted asset allocation and investment strategy.
Exelon has developed and implemented a liability hedging investment strategy for its qualified pension plans that has reduced the volatility of its pension assets relative to its pension liabilities. Exelon is likely to continue to gradually increase the liability hedging portfolio as the funded status of its plans improves. The overall objective is to achieve attractive risk-adjusted returns that will balance the liquidity requirements of the plans’ liabilities while striving to minimize the risk of significant losses. Trust assets for Exelon’s other postretirement plans are managed in a diversified investment strategy that prioritizes maximizing liquidity and returns while minimizing asset volatility.
Actual asset returns have an impact on the costs reported for the Exelon-sponsored pension and OPEB plans. The actual asset returns across Exelon’s pension and OPEB plans for the year ended December 31, 2019 were 18.80% and 14.40%, respectively, compared to an expected long-term return assumption of 7.00% and 6.67%, respectively. Exelon used an EROA of 7.00% and 6.69% to estimate its 2020 pension and OPEB costs, respectively.
Exelon’s pension and OPEB plan target asset allocations at December 31, 2019 and 2018 were as follows:

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Note 14 — Retirement Benefits

 December 31, 2019 December 31, 2018
Asset CategoryPension Benefits OPEB Pension Benefits OPEB
Equity securities33% 46% 35% 47%
Fixed income securities44% 32% 37% 28%
Alternative investments(a)
23% 22% 28% 25%
Total100% 100% 100% 100%
__________
(a)Alternative investments include private equity, hedge funds, real estate, and private credit.
Concentrations of Credit Risk. Exelon evaluated its pension and OPEB plans’ asset portfolios for the existence of significant concentrations of credit risk as of December 31, 2019. Types of concentrations that were evaluated include, but are not limited to, investment concentrations in a single entity, type of industry, foreign country, and individual fund. As of December 31, 2019, there were no significant concentrations (defined as greater than 10% of plan assets) of risk in Exelon’s pension and OPEB plan assets.
Fair Value Measurements
The following tables present pension and OPEB plan assets measured and recorded at fair value in Exelon's Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy at December 31, 2019 and 2018:
December 31, 2019(a)
Level 1 Level 2 Level 3 Not subject to leveling Total
Pension plan assets         
Cash equivalents$258
 $
 $
 $
 $258
Equities(b)
3,616
 
 5
 2,589
 6,210
Fixed income:




   
U.S. Treasury and agencies1,294
 280
 
 
 1,574
State and municipal debt
 56
 
 
 56
Corporate debt
 4,342
 245
 
 4,587
Other(b)

 461
 
 851
 1,312
Fixed income subtotal1,294

5,139

245
 851
 7,529
Private equity
 
 
 1,391
 1,391
Hedge funds
 
 
 1,126
 1,126
Real estate
 
 
 1,030
 1,030
Private credit
 
 237
 929
 1,166
Pension plan assets subtotal$5,168

$5,139

$487
 $7,916
 $18,710

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Note 14 — Retirement Benefits

December 31, 2019(a)
Level 1 Level 2 Level 3 Not subject to leveling Total
OPEB plan assets         
Cash equivalents$39
 $
 $
 $
 $39
Equities473
 3
 
 719
 1,195
Fixed income:




   
U.S. Treasury and agencies17
 64
 
 
 81
State and municipal debt
 107
 
 
 107
Corporate debt
 49
 
 
 49
Other258
 78
 
 201
 537
Fixed income subtotal275

298



201
 774
Hedge funds
 
 
 293
 293
Real estate
 
 
 109
 109
Private credit
 
 
 131
 131
OPEB plan assets subtotal$787

$301

$
 $1,453

$2,541
Total pension and OPEB plan assets(c)
$5,955
 $5,440
 $487
 $9,369
 $21,251
December 31, 2018(a)
Level 1 Level 2 Level 3 Not subject to leveling Total
Pension plan assets         
Cash equivalents$350
 $
 $
 $
 $350
Equities(b)
3,364
 
 2
 1,980
 5,346
Fixed income:

 

 

   

U.S. Treasury and agencies996
 173
 
 
 1,169
State and municipal debt
 59
 
 
 59
Corporate debt
 3,716
 216
 
 3,932
Other(b)

 329
 
 613
 942
Fixed income subtotal996

4,277

216
 613
 6,102
Private equity
 
 
 1,219
 1,219
Hedge funds
 
 
 1,608
 1,608
Real estate
 
 
 1,029
 1,029
Private credit
 
 268
 798
 1,066
Pension plan assets subtotal$4,710

$4,277

$486
 $7,247

$16,720

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Note 14 — Retirement Benefits

December 31, 2018(a)
Level 1 Level 2 Level 3 Not subject to leveling Total
OPEB plan assets         
Cash equivalents$22
 $
 $
 $
 $22
Equities537
 2
 
 508
 1,047
Fixed income:




   
U.S. Treasury and agencies11
 56
 
 
 67
State and municipal debt
 126
 
 
 126
Corporate debt
 48
 
 
 48
Other183
 72
 
 170
 425
Fixed income subtotal194

302


 170
 666
Hedge funds
 
 
 411
 411
Real estate
 
 
 132
 132
Private credit
 
 
 132
 132
OPEB plan assets subtotal$753

$304

$
 $1,353
 $2,410
Total pension and OPEB plan assets(c)
$5,463
 $4,581
 $486
 $8,600
 $19,130
__________
(a)See Note 17—Fair Value of Financial Assets and Liabilities for a result,description of levels within the fair value hierarchy.
(b)Includes derivative instruments of $2 million and less than $1 million, which have a total notional amount of $6,668 million and $5,991 million at December 31, 2019 and 2018, respectively. The notional principal amounts for these instruments provide one measure of the transaction volume outstanding as of the fiscal years ended and do not represent the amount of customer benefits resulting from the TCJA subjectcompany’s exposure to credit or market loss.
(c)Excludes net liabilities of $120 million and $44 million at December 31, 2019 and 2018, respectively, which are required to reconcile to the discretionfair value of PECO's rate regulators are lower relativenet plan assets. These items consist primarily of receivables or payables related to the other Utility Registrants.pending securities sales and purchases, interest and dividends receivable.
The net regulatory liability amountsfollowing table presents the reconciliation of Level 3 assets and liabilities for Exelon measured at fair value for pension and OPEB plans for the years ended December 31, 2019 and 2018:
 Fixed Income Equities 
Private
Credit
 Total
Pension Assets       
Balance as of January 1, 2019$216

$2
 $268
 $486
Actual return on plan assets:


   

Relating to assets still held at the
reporting date
28

3
 28
 59
Relating to assets sold during the
period
(7)

 
 (7)
Purchases, sales and settlements:


   

Purchases26


 41
 67
Sales(4)

 
 (4)
Settlements(a)
(2)

 (100) (102)
Transfers out of Level 3(12)

 
 (12)
Balance as of December 31, 2019$245

$5
 $237
 $487

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Note 14 — Retirement Benefits

 Fixed income Equities 
Private
Credit
 Total
Pension Assets       
Balance as of January 1, 2018$232

$2
 $224
 $458
Actual return on plan assets:


   

Relating to assets still held at the
reporting date
(14)

 9
 (5)
Relating to assets sold during the
period
(1)

 
 (1)
Purchases, sales and settlements:


   

Purchases19


 35
 54
Sales(8)

 
 (8)
Settlements(a)
(12)

 
 (12)
Balance as of December 31, 2018$216

$2

$268
 $486
__________
(a)Represents cash settlements only.
There were 0 significant transfers between Level 1 and Level 2 during the year ended December 31, 2019 for the pension and OPEB plan assets.
Valuation Techniques Used to Determine Fair Value
The techniques used to fair value the pension and OPEB assets invested in cash equivalents, equities, fixed income, derivatives, private equity, real estate, and private credit investments are the same as the valuation techniques for these types of investments in NDTFs. See Cash Equivalents and NDT Fund Investments in Note 17 - Fair Value of Financial Assets and Liabilities for further information.
Pension and OPEB assets also include investments in hedge funds. Hedge fund investments include those seeking to maximize absolute returns using a broad range of strategies to enhance returns and provide additional diversification. The fair value of hedge funds is determined using NAV or its equivalent as a practical expedient, and therefore, hedge funds are not classified within the fair value hierarchy. Exelon has the ability to redeem these investments at NAV or its equivalent subject to certain restrictions which may include a lock-up period or a gate.
Defined Contribution Savings Plan (All Registrants)
The Registrants participate in various 401(k) defined contribution savings plans that are sponsored by Exelon. The plans are qualified under applicable sections of the IRS normalization rulesIRC and allow employees to contribute a portion of their pre-tax and/or after-tax income in accordance with specified guidelines. All Registrants match a percentage of the employee contributions up to certain limits. The following table presents matching contributions to the savings plan for the years ended December 31, 2019, 2018 and 2017:
For the Year Ended December 31,Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
2019$161
 $73

$35

$11

$12

13
 $3
 $3
 $2
2018179
 86

37

9

12

13
 3
 2
 2
2017128
 55

31

10

10

13
 3
 2
 2


15. Derivative Financial Instruments (All Registrants)
The Registrants use derivative instruments to manage commodity price risk, interest rate risk and foreign exchange risk related to ongoing business operations.
Authoritative guidance requires that derivative instruments be recognized as either assets or liabilities at fair value, with changes in fair value of the derivative recognized in earnings immediately. Other accounting treatments are

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Note 15 — Derivative Financial Instruments

available through special election and designation, provided they meet specific, restrictive criteria both at the time of designation and on an ongoing basis. These alternative permissible accounting treatments include NPNS, cash flow hedges and fair value hedges. All derivative economic hedges related to commodities, referred to as economic hedges, are recorded at fair value through earnings at Generation and are offset by a corresponding regulatory asset or liability at ComEd. For all NPNS derivative instruments, accounts receivable or accounts payable are recorded when derivative settles and revenue or expense is recognized in earnings as the underlying physical commodity is sold or consumed.
Authoritative guidance about offsetting assets and liabilities requires the fair value of derivative instruments to be shown in the Combined Notes to Consolidated Financial Statements on a gross basis, even when the derivative instruments are subject to legally enforceable master netting agreements and qualify for net presentation in the Consolidated Balance Sheets. A master netting agreement is an agreement between two counterparties that may have derivative and non-derivative contracts with each other providing for the net settlement of all referencing contracts via one payment stream, which takes place as the contracts deliver, when collateral is requested or in the event of default. In the tables below that present fair value balances, Generation’s energy-related economic hedges and proprietary trading derivatives are shown gross. The impact of the netting of fair value balances with the same counterparty that are subject to legally enforceable master netting agreements, as well as netting of cash collateral, including margin on exchange positions, is aggregated in the collateral and netting columns.
Generation’s and ComEd’s use of cash collateral is generally relateunrestricted unless Generation or ComEd are downgraded below investment grade. Cash collateral held by PECO, BGE, Pepco, DPL and ACE must be deposited in an unaffiliated major U.S. commercial bank or foreign bank with a U.S. branch office that meet certain qualifications.
Commodity Price Risk (All Registrants)
Each of the Registrants employ established policies and procedures to property, plantmanage their risks associated with market fluctuations in commodity prices by entering into physical and equipment with remaining useful lives rangingfinancial derivative contracts, including swaps, futures, forwards, options and short-term and long-term commitments to purchase and sell energy and commodity products. The Registrants believe these instruments, which are either determined to be non-derivative or classified as economic hedges, mitigate exposure to fluctuations in commodity prices.
Generation. To the extent the amount of energy Generation produces differs from 30the amount of energy it has contracted to 40 years acrosssell, Exelon and Generation are exposed to market fluctuations in the prices of electricity, fossil fuels and other commodities. Within Exelon, Generation has the most exposure to commodity price risk. As such, Generation uses a variety of derivative and non-derivative instruments to manage the commodity price risk of its electric generation facilities, including power and gas sales, fuel and power purchases, natural gas transportation and pipeline capacity agreements and other energy-related products marketed and purchased. To manage these risks, Generation may enter into fixed-price derivative or non-derivative contracts to hedge the variability in future cash flows from expected sales of power and gas and purchases of power and fuel. The objectives for executing such hedges include fixing the price for a portion of anticipated future electricity sales at a level that provides an acceptable return. Generation is also exposed to differences between the locational settlement prices of certain economic hedges and the hedged generating units. This price difference is actively managed through other instruments which include derivative congestion products, whose changes in fair value are recognized in earnings each period, and auction revenue rights, which are accounted for on an accrual basis.
Additionally, Generation is exposed to certain market risks through its proprietary trading activities. The proprietary trading activities are a complement to Generation’s energy marketing portfolio but represent a small portion of Generation’s overall energy marketing activities and are subject to limits established by Exelon’s RMC.

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Note 15 — Derivative Financial Instruments

Utility Registrants. The Utility Registrants procure electric and natural gas supply through a competitive procurement process approved by each of the respective state utility commissions. The Utility Registrants’ hedging programs are intended to reduce exposure to energy and natural gas price volatility and have no direct earnings impact as the costs are fully recovered from customers through regulatory-approved recovery mechanisms. The following table provides a summary of the Utility Registrants.  Registrants’ primary derivative hedging instruments, listed by commodity and accounting treatment.
RegistrantCommodityAccounting TreatmentHedging instrument
ComEdElectricityNPNSFixed price contracts based on all requirements in the IPA procurement plans.
Electricity
Changes in fair value of economic hedge recorded to an offsetting regulatory asset or liability(a)
20-year floating-to-fixed energy swap contracts beginning June 2012 based on the renewable energy resource procurement requirements in the Illinois Settlement Legislation of approximately 1.3 million MWhs per year.
PECO(b)
GasNPNSFixed price contracts to cover about 20% of planned natural gas purchases in support of projected firm sales.
BGEElectricityNPNSFixed price contracts for all SOS requirements through full requirements contracts.
GasNPNSFixed price contracts for between 10-20% of forecasted system supply requirements for flowing (i.e., non-storage) gas for the November through March period.
PepcoElectricityNPNSFixed price contracts for all SOS requirements through full requirements contracts.
DPLElectricityNPNSFixed price contracts for all SOS requirements through full requirements contracts.
GasNPNSFixed price contracts through full requirements contracts.
Changes in fair value of economic hedge recorded to an offsetting regulatory asset or liability(c)
Exchange traded future contracts for 50% of estimated monthly purchase requirements each month, including purchases for storage injections.
ACEElectricityNPNSFixed price contracts for all BGS requirements through full requirements contracts.
_________
(a)See Note 3 - Regulatory Matters for additional information.
(b)As part of its hedging program, PECO enters into electric supply procurement contracts that do not meet the definition of a derivative instrument.
(c)The fair value of the DPL economic hedge is not material as of December 31, 2019 and 2018 and is not presented in the fair value tables below.

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Note 15 — Derivative Financial Instruments

The following table provides a summary of the derivative fair value balances recorded by Exelon, Generation and ComEd as of December 31, 2019 and 2018:
 Exelon Generation ComEd
December 31, 2019
Total
Derivatives
 
Economic
Hedges
 
Proprietary
Trading
 
Collateral

(a)(b)
 
Netting(a)
 Subtotal 
Economic
Hedges
Mark-to-market derivative assets (current assets)$675
 $3,506
 $72
 $287
 $(3,190) $675
 $
Mark-to-market derivative assets (noncurrent assets)508
 1,238
 25
 122
 (877) 508
 
Total mark-to-market derivative assets1,183
 4,744

97

409
 (4,067) 1,183
 
Mark-to-market derivative liabilities (current liabilities)(236) (3,713) (38) 357
 3,190
 (204) (32)
Mark-to-market derivative liabilities (noncurrent liabilities)(380) (1,140) (11) 163
 877
 (111) (269)
Total mark-to-market derivative liabilities(616) (4,853)
(49)
520
 4,067
 (315) (301)
Total mark-to-market derivative net assets (liabilities)$567
 $(109)
$48

$929
 $
 $868
 $(301)
              
December 31, 2018             
Mark-to-market derivative assets (current assets)$801
 $3,505
 $105
 $121
 $(2,930) $801
 $
Mark-to-market derivative assets (noncurrent assets)445
 1,266
 41
 51
 (913) 445
 
Total mark-to-market derivative assets1,246
 4,771
 146
 172
 (3,843) 1,246
 
Mark-to-market derivative liabilities (current liabilities)(473) (3,429) (74) 125
 2,931
 (447) (26)
Mark-to-market derivative liabilities (noncurrent liabilities)(474) (1,203) (20) 60
 912
 (251) (223)
Total mark-to-market derivative liabilities(947) (4,632) (94) 185
 3,843
 (698) (249)
Total mark-to-market derivative net assets (liabilities)$299
 $139
 $52
 $357
 $
 $548
 $(249)
_________
(a)Exelon and Generation net all available amounts allowed under the derivative authoritative guidance in the balance sheet. These amounts include unrealized derivative transactions with the same counterparty under legally enforceable master netting agreements and cash collateral. In some cases Exelon and Generation may have other offsetting exposures, subject to a master netting or similar agreement, such as trade receivables and payables, transactions that do not qualify as derivatives, letters of credit and other forms of non-cash collateral. These amounts are immaterial and not reflected in the table above.
(b)Of the collateral posted/(received), $511 million and $(94) million represents variation margin on the exchanges at December 31, 2019 and 2018, respectively.

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Note 15 — Derivative Financial Instruments

Economic Hedges (Commodity Price Risk)
Generation. For the years ended December 31, 2019, 2018 and 2017, Exelon and Generation recognized the following net pre-tax commodity mark-to-market gains (losses) which are also located in the Net fair value changes related to derivatives line in the Consolidated Statements of Cash Flows.

 2019 2018 2017
Income Statement Location Gain (Loss)
Operating revenues $
 $(270) $(126)
Purchased power and fuel (204) (47) (43)
Total Exelon and Generation $(204) $(317) $(169)

In general, increases and decreases in forward market prices have a positive and negative impact, respectively, on Generation’s owned and contracted generation positions that have not been hedged. Generation hedges commodity price risk on a ratable basis over three-year periods. As of December 31, 2019, the percentage of expected generation hedged for the Mid-Atlantic, Midwest, New York and ERCOT reportable segments is 91%-94% and 61%-64% for 2020 and 2021, respectively.
Proprietary Trading (Commodity Price Risk)
Generation also executes commodity derivatives for proprietary trading purposes. Proprietary trading includes all contracts executed with the intent of benefiting from shifts or changes in market prices as opposed to those executed with the intent of hedging or managing risk. Gains and losses associated with proprietary trading are reported as Operating revenues in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income and are included in the Net fair value changes related to derivatives line in the Consolidated Statements of Cash Flows. For the years ended December 31, 2019, 2018 and 2017, net pre-tax commodity mark-to-market gains (losses) for Exelon and Generation were not material. The Utility Registrants do not execute derivatives for proprietary trading purposes.
Interest Rate and Foreign Exchange Risk (Exelon and Generation)
Exelon and Generation utilize interest rate swaps, which are treated as economic hedges, to manage their interest rate exposure. On July 1, 2018, Exelon de-designated its fair value hedges related to interest rate risk and Generation de-designated its cash flow hedges related to interest rate risk. The notional amounts were $1,269 million and $1,420 million at December 31, 2019 and 2018, respectively, for Exelon and $569 million and $620 million at December 31, 2019 and 2018, respectively, for Generation.
Generation utilizes foreign currency derivatives to manage foreign exchange rate exposure associated with international commodity purchases in currencies other than U.S. dollars, which are treated as economic hedges. The notional amounts rate regulatorswere $231 million and $268 million at December 31, 2019 and 2018, respectively.
The mark-to-market derivative assets and liabilities as of December 31, 2019 and 2018 and the mark-to-market gains (losses) for the years ended December 31, 2019, 2018 and 2017 were not material for Exelon and Generation.
Credit Risk (All Registrants)
The Registrants would be exposed to credit-related losses in the event of non-performance by counterparties on executed derivative instruments. The credit exposure of derivative contracts, before collateral, is represented by the fair value of contracts at the reporting date.
Generation. For commodity derivatives, Generation enters into enabling agreements that allow for payment netting with its counterparties, which reduces Generation’s exposure to counterparty risk by providing for the offset of amounts payable to the counterparty against amounts receivable from the counterparty. Typically, each enabling agreement is for a specific commodity and so, with respect to each individual counterparty, netting is limited to transactions involving that specific commodity product, except where master netting agreements exist with a counterparty that allow for cross product netting. In addition to payment netting language in the enabling agreement, Generation’s credit department establishes credit limits, margining thresholds and collateral requirements for each counterparty, which are defined in the derivative contracts. Counterparty credit limits are based on an internal credit

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Note 15 — Derivative Financial Instruments

review process that considers a variety of factors, including the results of a scoring model, leverage, liquidity, profitability, credit ratings by credit rating agencies, and risk management capabilities. To the extent that a counterparty’s margining thresholds are exceeded, the counterparty is required to post collateral with Generation as specified in each enabling agreement. Generation’s credit department monitors current and forward credit exposure to counterparties and their affiliates, both on an individual and an aggregate basis.
The following tables provide information on Generation’s credit exposure for all derivative instruments, NPNS and payables and receivables, net of collateral and instruments that are subject to master netting agreements, as of December 31, 2019. The tables further delineate that exposure by credit rating of the counterparties and provide guidance on the concentration of credit risk to individual counterparties. The figures in the tables below exclude credit risk exposure from individual retail counterparties, nuclear fuel procurement contracts and exposure through RTOs, ISOs, NYMEX, ICE, NASDAQ, NGX and Nodal commodity exchanges.
Rating as of December 31, 2019
Total
Exposure
Before Credit
Collateral
 
Credit
Collateral(a)
 
Net
Exposure
 
Number of
Counterparties
Greater than 10%
of Net Exposure
 
Net Exposure of
Counterparties
Greater than 10%
of Net Exposure
Investment grade$877

$20
 $857
 
 $
Non-investment grade79

63
 16
    
No external ratings


 
    
Internally rated — investment grade218


 218
    
Internally rated — non-investment grade139

23
 116
    
Total$1,313

$106
 $1,207
 
 $
Net Credit Exposure by Type of CounterpartyAs of
December 31, 2019
Financial institutions$9
Investor-owned utilities, marketers, power producers930
Energy cooperatives and municipalities235
Other33
Total$1,207
__________
(a)As of December 31, 2019, credit collateral held from counterparties where Generation had credit exposure included $25 million of cash and $81 million of letters of credit. The credit collateral does not include non-liquid collateral.
Utility Registrants. The Utility Registrants have contracts to procure electric and natural gas supply that provide suppliers with a certain amount of unsecured credit. If the exposure on the supply contract exceeds the amount of unsecured credit, the suppliers may be required to post collateral. The net credit exposure is mitigated primarily by the ability to recover procurement costs through customer rates. As of December 31, 2019, the Utility Registrants’ counterparty credit risk with suppliers was immaterial.
Credit-Risk-Related Contingent Features (All Registrants)
Generation. As part of the normal course of business, Generation routinely enters into physically or financially settled contracts for the purchase and sale of electric capacity, electricity, fuels, emissions allowances and other energy-related products. Certain of Generation’s derivative instruments contain provisions that require Generation to post collateral. Generation also enters into commodity transactions on exchanges where the exchanges act as the counterparty to each trade. Transactions on the exchanges must adhere to comprehensive collateral and margining requirements. This collateral may be posted in the form of cash or credit support with thresholds contingent upon Generation’s credit rating from each of the major credit rating agencies. The collateral and credit support requirements vary by contract and by counterparty. These credit-risk related contingent features stipulate that if Generation were to be downgraded or lose its investment grade credit rating (based on its senior unsecured debt rating), it would be required to provide additional collateral. This incremental collateral requirement allows for the offsetting of derivative instruments that are assets with the same counterparty, where the contractual right of offset exists under applicable master netting agreements. In the absence of expressly agreed-to provisions that specify

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Note 15 — Derivative Financial Instruments

the collateral that must be provided, collateral requested will be a function of the facts and circumstances of the situation at the time of the demand. In this case, Generation believes an amount of several months of future payments (i.e., capacity payments) rather than a calculation of fair value is the best estimate for the contingent collateral obligation, which has been factored into the disclosure below.
The aggregate fair value of all derivative instruments with credit-risk related contingent features in a liability position that are not fully collateralized (excluding transactions on the exchanges that are fully collateralized) is detailed in the table below:
  As of December 31,
Credit-Risk Related Contingent Features 2019 2018
Gross fair value of derivative contracts containing this feature(a)
 $(956) $(1,723)
Offsetting fair value of in-the-money contracts under master netting arrangements(b)
 649
 1,105
Net fair value of derivative contracts containing this feature(c)
 $(307) $(618)
__________
(a)Amount represents the gross fair value of out-of-the-money derivative contracts containing credit-risk-related contingent features ignoring the effects of master netting agreements.
(b)Amount represents the offsetting fair value of in-the-money derivative contracts under legally enforceable master netting agreements with the same counterparty, which reduces the amount of any liability for which a Registrant could potentially be required to post collateral.
(c)Amount represents the net fair value of out-of-the-money derivative contracts containing credit-risk related contingent features after considering the mitigating effects of offsetting positions under master netting arrangements and reflects the actual net liability upon which any potential contingent collateral obligations would be based.
As of December 31, 2019 and 2018, Exelon and Generation posted or held the following amounts of cash collateral and letters of credit on derivative contracts with external counterparties, after giving consideration to offsetting derivative and non-derivative positions under master netting agreements.
  As of December 31,
  2019 2018
Cash collateral posted $982
 $418
Letters of credit posted 264
 367
Cash collateral held 103
 47
Letters of credit held 112
 44
Additional collateral required in the event of a credit downgrade below investment grade 1,509
 2,104

Generation entered into supply forward contracts with certain utilities, including PECO and BGE, with one-sided collateral postings only from Generation. If market prices fall below the benchmark price levels in these contracts, the utilities are not required to post collateral. However, when market prices rise above the benchmark price levels, counterparty suppliers, including Generation, are required to post collateral once certain unsecured credit limits are exceeded.
Utility Registrants
The Utility Registrants’ electric supply procurement contracts do not contain provisions that would require them to post collateral.
PECO’s, BGE’s, and DPL’s natural gas procurement contracts contain provisions that could require PECO, BGE, and DPL to post collateral in the passing backform of cash or credit support, which vary by contract and counterparty, with thresholds contingent upon PECO’s, BGE, and DPL’s credit rating. As of December 31, 2019, PECO, BGE, and DPL were not required to post collateral for any of these agreements. If PECO, BGE or DPL lost their investment grade credit rating as of December 31, 2019, they could have been required to post incremental collateral to its counterparties of $44 million, $50 million, and $11 million, respectively.

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

Note 16 — Debt and Credit Agreements

16. Debt and Credit Agreements (All Registrants)
Short-Term Borrowings
Exelon Corporate, ComEd and BGE meet their short-term liquidity requirements primarily through the issuance of commercial paper. Generation and PECO meet their short-term liquidity requirements primarily through the issuance of commercial paper and borrowings from the Exelon intercompany money pool. Pepco, DPL, and ACE meet their short-term liquidity requirements primarily through the issuance of commercial paper and borrowings from the PHI intercompany money pool. PHI Corporate meets its short-term liquidity requirements primarily through the issuance of short-term notes and the Exelon intercompany money pool. The Registrants may use their respective credit facilities for general corporate purposes, including meeting short-term funding requirements and the issuance of letters of credit.
Commercial Paper
The following table reflects the Registrants' commercial paper programs supported by the revolving credit agreements and bilateral credit agreements at December 31, 2019 and 2018:
 
Maximum
Program Size at
December 31,
 
Outstanding
Commercial
Paper at
December 31,
 
Average Interest Rate on
Commercial Paper Borrowings for
the Year Ended December 31,
Commercial Paper Issuer
2019(a)(b)(c)
 
2018(a)(b)(c)
 2019 2018 2019 2018
Exelon(d)
$9,000
 $9,000
 $870
 $89
 2.25% 2.15%
Generation5,300
 5,300
 320
 
 1.84% 1.96%
ComEd1,000
 1,000
 130
 
 2.38% 2.14%
PECO600
 600
 
 
 2.39% 2.24%
BGE600
 600
 76
 35
 2.46% 2.18%
PHI900
 900
 208
 54
 N/A
 N/A
Pepco300
 300
 82
 40
 2.56% 2.24%
DPL300
 300
 56
 
 2.02% 2.07%
ACE300
 300
 70
 14
 2.43% 2.21%
__________
(a)Excludes $1,400 million and $545 million in bilateral credit facilities at December 31, 2019 and 2018, respectively, and $159 million in credit facilities for project finance at December 31, 2019 and 2018, respectively. These credit facilities do not back Generation's commercial paper program.
(b)At December 31, 2019, excludes $142 million of credit facility agreements arranged at minority and community banks at Generation, ComEd, PECO, BGE, Pepco, DPL and ACE with aggregate commitments of $44 million, $33 million, $33 million, $8 million, $8 million, $8 million and $8 million, respectively. These facilities expire on October 9, 2020. These facilities are solely utilized to issue letters of credit. At December 31, 2018, excludes $135 million of credit facility agreements arranged at minority and community banks at Generation, ComEd, PECO, BGE, Pepco, DPL and ACE with aggregate commitments of $49 million, $33 million, $34 million, $5 million, $5 million, $5 million, and $5 million, respectively.
(c)
Pepco, DPL and ACE's revolving credit facility has the ability to flex to $500 million, $500 million, and $350 million, respectively. The borrowing capacity may be increased or decreased during the term of the facility, except that (i) the sum of the borrowing capacity must equal the total amount of the facility, and (ii) the aggregate amount of credit used at any given time by each of Pepco, DPL or ACE may not exceed $900 million or the maximum amount of short-term debt the company is permitted to have outstanding by its regulatory authorities. The total number of the borrowing reallocations may not exceed eight per year during the term of the facility.
(d)Includes revolving credit agreement at Exelon Corporate with a maximum program size of $600 million at both December 31, 2019 and 2018, respectively. Exelon Corporate had $136 million of outstanding commercial paper at December 31, 2019 and no outstanding commercial paper at the end of 2018.
In order to maintain their respective commercial paper programs in the amounts indicated above, each Registrant must have credit facilities in place, at least equal to customers over shorter time frames. See the amount of its commercial paper program. A registrant does not issue commercial paper in an aggregate amount exceeding the then available capacity under its credit facility.

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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 4 - Regulatory Matters16 — Debt and Credit Agreements

At December 31, 2019, the Registrants had the following aggregate bank commitments, credit facility borrowings and available capacity under their respective credit facilities:
         Available Capacity at December 31, 2019
BorrowerFacility Type 
Aggregate Bank
Commitment
(a)
 Facility Draws 
Outstanding
Letters of Credit
 Actual 
To Support
Additional
Commercial
Paper
(b)
Exelon(b)
Syndicated Revolver / Bilaterals / Project Finance $10,559
 $
 $1,443
 $9,116
 $7,353
GenerationSyndicated Revolver 5,300
 
 769
 4,531
 4,211
GenerationBilaterals 1,400
 
 545
 855
 
GenerationProject Finance 159
 
 120
 39
 
ComEdSyndicated Revolver 1,000
 
 2
 998
 868
PECOSyndicated Revolver 600
 
 
 600
 600
BGESyndicated Revolver 600
 
 
 600
 524
PHISyndicated Revolver 900
 
 
 900
 692
PepcoSyndicated Revolver 300
 
 
 300
 218
DPLSyndicated Revolver 300
 
 
 300
 244
ACESyndicated Revolver 300
 
 
 300
 230
__________
(a)Excludes $142 million of credit facility agreements arranged at minority and community banks at Generation, ComEd, PECO, BGE, Pepco, DPL and ACE with aggregate commitments of $44 million, $33 million, $33 million, $8 million, $8 million, $8 million and $8 million, respectively. These facilities expire on October 9, 2020. These facilities are solely utilized to issue letters of credit. As of December 31, 2019, letters of credit issued under these facilities totaled $5 million, $5 million, $2 million for Generation, ComEd, and BGE, respectively.
(b)Includes $600 million aggregate bank commitment related to Exelon Corporate. Exelon Corporate had $6 million and $9 million outstanding letters of credit at December 31, 2019 and 2018, respectively. Exelon Corporate had $458 million in available capacity to support additional commercial paper at December 31, 2019.

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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 16 — Debt and Credit Agreements

The following tables present the short-term borrowings activity for additional information.Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE during 2019 and 2018.
December 31, 2019
Exelon(a)
GenerationComEdPECOBGEPHIPepcoDPLACE
Average borrowings$472
$13
$236
$
$103
N/A$45
$21
$51
Maximum borrowings outstanding890
357
465
21
298
N/A144
125
180
Average interest rates, computed on a daily basis2.25%1.84%2.38%2.39%2.46%N/A2.56%2.02%2.43%
Average interest rates, at December 312.25%1.84%2.38%2.39%2.46%N/A2.56%2.02%2.43%
          
December 31, 2018
Exelon(a)
GenerationComEdPECOBGEPHIPepcoDPLACE
Average borrowings$531
$37
$154
$68
$65
N/A$22
$87
$95
Maximum borrowings outstanding1,237
583
520
350
239
N/A90
245
210
Average interest rates, computed on a daily basis2.21%1.96%2.14%2.24%2.18%N/A2.24%2.07%2.21%
Average interest rates, at December 312.15%1.96%2.14%2.24%2.18%N/A2.24%2.07%2.21%
__________
(a)
Includes $3 million and $4 million average borrowings related to Exelon Corporate at December 31, 2019 and 2018, respectively. Exelon Corporate had $144 million and $95 million maximum borrowings outstanding at December 31, 2019 and 2018, with 1.92% and 1.93% average interest rates computed on a daily basis for 2019 and 2018, and 1.92% and 1.93% average interest rates at December 31, 2019 and 2018, respectively.
Short-Term Loan Agreements
On March 23, 2017, Exelon Corporate entered into a term loan agreement for $500 million, which was renewed on March 22, 2018 with an expiration of March 21, 2019.  The loan agreement was renewed on March 20, 2019 and will expire on March 19, 2020. Pursuant to the loan agreement, loans made thereunder bear interest at a variable rate equal to LIBOR plus 0.95% and all indebtedness thereunder is unsecured. The loan agreement is reflected in Exelon's Consolidated Balance Sheet within Short-Term borrowings.
Revolving Credit Agreements
On May 26, 2016, Exelon Corporate, Generation, ComEd, PECO and BGE entered into amendments to each of their respective syndicated revolving credit facilities, which extended the maturity of each of the facilities to May 26, 2021. Exelon Corporate also increased the size of its facility from $500 million to $600 million. On May 26, 2016, PHI, Pepco, DPL and ACE entered into an amendment to their Second Amended and Restated Credit Agreement dated as of August 1, 2011, which (i) extended the maturity date of the facility to May 26, 2021, (ii) removed PHI as a borrower under the facility, (iii) decreased the size of the facility from $1.5 billion to $900 million and (iv) aligned its financial covenant from debt to capitalization leverage ratio to interest coverage ratio. On May 26, 2018, each of the Registrants' respective syndicated revolving credit facilities had their maturity dates extended to May 26, 2023.



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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 16 — Debt and Credit Agreements

Bilateral Credit Agreements
The following table reflects the bilateral credit agreements at December 31, 2019:
RegistrantDate Initiated Latest Amendment Date 
Maturity Date(a)
 Amount
Generation(b)
October 26, 2012 October 24, 2019 October 24, 2020 $200
Generation(c)
January 11, 2013 January 4, 2019 March 1, 2021 100
Generation(c)
January 5, 2016 January 4, 2019 April 5, 2021 150
Generation(c)
February 21, 2019 N/A March 31, 2021 100
Generation(c)
October 25, 2019 N/A N/A 200
Generation(c)
October 25, 2019 N/A N/A 100
Generation(c)
November 20, 2019 N/A N/A 300
Generation(c)
November 21, 2019 N/A November 21, 2020 150
Generation(c)
November 21, 2019 N/A November 21, 2021 100
__________
(a)Credit facilities that do not contain a maturity date are specific to the agreements set within each contract. In some instances, credit facilities are automatically renewed based on the contingency standards set within the specific agreement.
(b)Bilateral credit facility relates to CENG, which is incorporated within Generation, and supports the issuance of letters of credit and funding for working capital and does not back Generation's commercial paper program.
(c)Bilateral credit agreements solely support the issuance of letters of credit and do not back Generation's commercial paper program.
Borrowings under Exelon Corporate’s, Generation’s, ComEd’s, PECO’s, BGE's, Pepco's, DPL's and ACE's revolving credit agreements bear interest at a rate based upon either the prime rate or a LIBOR-based rate, plus an adder based upon the particular Registrant’s credit rating. The adders for the prime based borrowings and LIBOR-based borrowings are presented in the following table:
 Exelon Generation ComEd PECO BGE Pepco DPL ACE
Prime based borrowings27.5 27.5 7.5   7.5 7.5 7.5
LIBOR-based borrowings127.5 127.5 107.5 90.0 100.0 107.5 107.5 107.5

If any registrant loses its investment grade rating, the maximum adders for prime rate borrowings and LIBOR-based rate borrowings would be 65 basis points and 165 basis points. The credit agreements also require the borrower to pay a facility fee based upon the aggregate commitments. The fee varies depending upon the respective credit ratings of the borrower.
Components of Income Tax Expense or Benefit
Income tax expense (benefit) from continuing operations is comprised of the following components:
For the Year Ended December 31, 2018  
          Successor      For the Year Ended December 31, 2019
 Exelon  Generation ComEd PECO BGE PHI Pepco DPL ACE Exelon  Generation ComEd PECO BGE PHI Pepco DPL ACE
Included in operations:                                  
Federal                                  
Current$226
 $337
 $(63) $11
 $(5) $(4) $28
 $(3) $(14)$85
 $147
 $59
 $45
 $(51) $43
 $16
 $29
 $(3)
Deferred(98) (347) 145
 10
 47
 24
 (21) 13
 18
489
 346
 15
 20
 95
 (34) (6) (21) (6)
Investment tax credit amortization(24) (21) (2) 
 
 (1) 
 
 
(72) (69) (2) 
 
 (1) 
 
 
State                                  
Current(1) 6
 (29) 1
 
 7
 
 
 
5
 10
 (5) 
 
 3
 
 
 
Deferred17
 (83) 117
 (16) 32
 9
 6
 12
 8
267
 82
 96
 
 35
 27
 6
 14
 9
Total$120
 $(108) $168
 $6
 $74
 $35
 $13
 $22
 $12
$774
 $516
 $163
 $65
 $79
 $38
 $16
 $22
 $
For the Year Ended December 31, 2017(a)
  
          Successor      For the Year Ended December 31, 2018
 Exelon  Generation ComEd PECO BGE PHI Pepco DPL ACE Exelon  Generation ComEd PECO BGE PHI Pepco DPL ACE
Included in operations:                                  
Federal                                  
Current$194
 $584
 $(191) $71
 $74
 $(60) $(20) $(24) $(12)$226
 $337
 $(63) $11
 $(5) $(4) $28
 $(3) $(14)
Deferred(471) (2,005) 523
 28
 101
 250
 114
 82
 34
(99) (347) 145
 10
 47
 23
 (22) 13
 18
Investment tax credit amortization(25) (21) (2) 
 (1) (1) 
 
 
(24) (21) (2) 
 
 (1) 
 
 
State                
                 
Current14
 65
 (49) 14
 (5) (4) (2) 
 
(1) 6
 (29) 1
 
 7
 
 
 
Deferred162
 1
 136
 (9) 49
 32
 13
 13
 4
16
 (83) 117
 (16) 32
 8
 5
 12
 8
Total$(126) $(1,376) $417
 $104
 $218
 $217
 $105
 $71
 $26
$118
 $(108) $168
 $6
 $74
 $33
 $11
 $22
 $12

 For the Year Ended December 31, 2017
  Exelon  Generation ComEd PECO BGE PHI Pepco DPL ACE
Included in operations:                 
Federal                 
Current$194
 $584
 $(191) $71
 $74
 $(60) $(20) $(24) $(12)
Deferred(470) (2,005) 523
 28
 101
 251
 115
 82
 34
Investment tax credit amortization(25) (21) (2) 
 (1) (1) 
 
 
State                
Current14
 65
 (49) 14
 (5) (4) (2) 
 
Deferred161
 1
 136
 (9) 49
 31
 12
 13
 4
Total$(126) $(1,376) $417
 $104
 $218
 $217
 $105
 $71
 $26


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Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 13 — Income Taxes
                 Successor  Predecessor
 
For the Year Ended December 31, 2016(a)
 March 24, 2016 to December 31, 2016  January 1, 2016 to March 23, 2016
 Exelon Generation ComEd PECO BGE Pepco DPL ACE PHI  PHI
Included in operations:                    
Federal                    
Current$60
 $513
 $(135) $63
 $51
 $(118) $(88) $(26) $(281)  $
Deferred600
 (254) 379
 72
 88
 136
 97
 22
 283
  10
Investment tax credit amortization(24) (20) (2) 
 (1) 
 
 
 (1)  
State                   
Current39
 45
 (4) 9
 5
 7
 1
 
 (11)  
Deferred78
 (2) 63
 5
 31
 16
 12
 
 13
  7
Total$753
 $282
 $301
 $149
 $174
 $41
 $22
 $(4) $3
  $17

__________
(a)Exelon retrospectively adopted the new standard Revenue from Contracts with Customers. The standard was adopted as of January 1, 2018. Components of income tax expense or benefit are recast to reflect the impact of the new standard.
Rate Reconciliation
The effective income tax rate from continuing operations varies from the U.S. federal statutory rate principally due to the following:
For the Year Ended December 31, 2018
          Successor      For the Year Ended December 31, 2019
Exelon Generation ComEd PECO BGE PHI Pepco DPL ACEExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
U.S. Federal statutory rate21.0 %
21.0 %
21.0 %
21.0 %
21.0 % 21.0 % 21.0 % 21.0 % 21.0 %21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 %
Increase (decrease) due to:                                  
State income taxes, net of Federal income tax benefit0.6
 (16.6) 8.3
 (2.6) 6.6
 3.0
 2.2
 6.7
 7.4
5.4
 3.8
 8.5
 
 6.4
 4.7
 2.0
 6.8
 7.0
Qualified NDT fund income(1.9) (11.8) 
 
 
 
 
 
 
5.9
 12.3
 
 
 
 
 
 
 
Amortization of investment tax credit, including deferred taxes on basis difference(1.2) (6.5) (0.2) (0.1) (0.1) (0.2) (0.1) (0.3) (0.4)(1.5) (3.0) (0.2) 
 (0.1) (0.2) (0.1) (0.2) (0.3)
Plant basis differences(3.5) 
 (0.2) (14.1) (1.3) (1.6) (2.7) (0.3) (0.5)(1.4) 
 
 (7.2) (1.2) (1.2) (1.8) (0.4) (0.7)
Production tax credits and other credits(2.2) (13.5) 
 
 
 
 
 
 
(3.1) (4.8) (1.2) 
 (1.3) (0.2) (0.1) 
 (0.1)
Noncontrolling interests(1.0) (6.1) 
 
 
 
 
 
 
(0.6) (1.2) 
 
 
 
 
 
 
Excess deferred tax amortization(8.3) 
 (9.1) (3.2) (8.0) (14.5) (14.8) (12.0) (14.9)(5.5) 
 (9.7) (2.8) (6.8) (17.5) (15.1) (14.2) (27.0)
Tax Cuts and Jobs Act of 20170.9
 2.7
 (0.1) 
 
 0.1
 
 
 
Other1.0
 1.3
 0.5
 0.3
 0.9
 0.3
 0.2
 0.4
 1.2
(0.8) (1.2) 0.8
 
 
 0.8
 0.3
 
 0.1
Effective income tax rate5.4 % (29.5)% 20.2 % 1.3 % 19.1 % 8.1 % 5.8 % 15.5 % 13.8 %19.4 % 26.9 % 19.2 % 11.0 % 18.0 % 7.4 % 6.2 % 13.0 %  %

 For the Year Ended December 31, 2018
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
U.S. Federal statutory rate21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 %
Increase (decrease) due to:                 
State income taxes, net of Federal income tax benefit0.5
 (16.6) 8.3
 (2.6) 6.6
 2.9
 2.0
 6.7
 7.4
Qualified NDT fund income(1.9) (11.8) 
 
 
 
 
 
 
Amortization of investment tax credit, including deferred taxes on basis difference(1.2) (6.5) (0.2) (0.1) (0.1) (0.2) (0.1) (0.3) (0.4)
Plant basis differences(3.5) 
 (0.2) (14.1) (1.3) (1.6) (2.8) (0.3) (0.5)
Production tax credits and other credits(2.2) (13.5) 
 
 
 
 
 
 
Noncontrolling interests(1.0) (6.1) 
 
 
 
 
 
 
Excess deferred tax amortization(8.3) 
 (9.1) (3.2) (8.0) (14.8) (15.3) (12.0) (14.9)
Tax Cuts and Jobs Act of 20170.9
 2.7
 (0.1) 
 
 0.1
 
 
 
Other1.0
 1.3
 0.5
 0.3
 0.9
 0.4
 0.3
 0.4
 1.2
Effective income tax rate5.3 % (29.5)% 20.2 % 1.3 % 19.1 % 7.8 % 5.1 % 15.5 % 13.8 %

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Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 13 — Income Taxes

 For the Year Ended December 31, 2017
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
U.S. Federal statutory rate35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 %
Increase (decrease) due to:                 
State income taxes, net of Federal income tax benefit2.2
 2.9
 5.7
 0.6
 5.4
 4.8
 3.1
 5.4
 5.6
Qualified NDT fund income3.8
 9.9
 
 
 
 
 
 
 
Amortization of investment tax credit, including deferred taxes on basis difference(0.9) (2.1) (0.2) (0.1) (0.1) (0.2) (0.1) (0.2) (0.4)
Plant basis differences(a)
(1.7) 
 0.3
 (13.8) 0.1
 1.1
 (0.4) 2.0
 3.6
Production tax credits and other credits(1.8) (4.7) 
 
 
 
 
 
 
Like-kind exchange(1.2) 
 1.3
 
 
 
 
 
 
Merger expenses(3.6) (1.2) 
 
 
 (9.6) (6.4) (7.8) (19.8)
FitzPatrick bargain purchase gain(2.2) (5.6) 
 
 
 
 
 
 
Tax Cuts and Jobs Act of 2017(b)
(33.1) (128.3) 0.1
 (2.3) 0.9
 6.4
 2.8
 2.5
 1.6
Other0.2
 (0.5) 0.2
 (0.1) 0.2
 0.5
 0.7
 0.1
 (0.4)
Effective income tax rate(3.3)% (94.6)% 42.4 % 19.3 % 41.5 %
38.0 % 34.7 %
37.0 %
25.2 %
 
For the Year Ended December 31, 2017(a)
           Successor      
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
U.S. Federal statutory rate35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 %
Increase (decrease) due to:                 
State income taxes, net of Federal income tax benefit2.3
 2.9
 5.7
 0.6
 5.4
 4.8
 3.2
 5.4
 5.6
Qualified NDT fund income3.8
 9.9
 
 
 
 
 
 
 
Amortization of investment tax credit, including deferred taxes on basis difference(0.9) (2.1) (0.2) (0.1) (0.1) (0.2) (0.1) (0.2) (0.4)
Plant basis differences(b)
(1.7) 
 0.3
 (13.8) 0.1
 1.1
 (0.4) 2.0
 3.6
Production tax credits and other credits(1.8) (4.7) 
 
 
 
 
 
 
Like-kind exchange(1.2) 
 1.3
 
 
 
 
 
 
Merger expenses(3.6) (1.2) 
 
 
 (9.5) (6.3) (7.8) (19.8)
FitzPatrick bargain purchase gain(2.2) (5.6) 
 
 
 
 
 
 
Tax Cuts and Jobs Act of 2017(c)
(33.1) (128.3) 0.1
 (2.3) 0.9
 6.4
 2.7
 2.5
 1.6
Other0.1
 (0.5) 0.2
 (0.1) 0.2
 (0.1) (0.2) 0.1
 (0.4)
Effective income tax rate(3.3)% (94.6)% 42.4 % 19.3 % 41.5 % 37.5 % 33.9 % 37.0 % 25.2 %

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

                 Successor  Predecessor
 
For the Year Ended December 31, 2016(a)
 March 24, 2016 to December 31, 2016  January 1, 2016 to March 23, 2016
 Exelon Generation ComEd PECO BGE Pepco 
DPL (d)
 
ACE (d)
 
PHI (d)
  PHI
U.S. Federal statutory rate35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 %  35.0 %
Increase (decrease) due to:                   
State income taxes, net of Federal income tax benefit (e)
3.3
 3.2
 5.6
 1.3
 5.0
 15.7
 52.7
 6.2
 5.8
  11.9
Qualified NDT fund income3.4
 7.9
 
 
 
 
 
 
 
  
Amortization of investment tax credit, including deferred taxes on basis difference(1.2) (2.3) (0.3) (0.1) (0.1) (0.2) (3.7) 0.8
 1.4
  (0.9)
Plant basis differences(4.9) 
 (0.6) (9.6) (2.7) (22.8) (25.5) 10.3
 39.0
  (13.5)
Production tax credits and other credits(3.6) (8.3) 
 
 
 
 
 
 
  
Noncontrolling interests(0.2) (0.6) 
 
 
 
 
 
 
  
Statute of limitations expiration(0.4) (1.7) 
 
 
 
 
 
 
  
Penalties1.9
 
 4.5
 
 
 
 
 
 (0.7)  
Merger Expenses5.6
 1.1
 
 
 
 23.5
 112.9
 (44.9) (89.0)  11.1
Other (f)
(0.7) (1.4) 0.1
 (1.2) 
 (1.8) (2.2) 1.3
 3.3
  3.6
Effective income tax rate38.2 % 32.9 % 44.3 % 25.4 % 37.2 %
49.4 %
169.2 %
8.7 %
(5.2)%
 47.2 %

__________
(a)Exelon retrospectively adopted the new standard Revenue from Contracts with Customers. The standard was adopted as of January 1, 2018. The effective income tax rates are recast to reflect the impact of the new standard.
(b)Includes the charges related to the transmission-related income tax regulatory asset for Exelon, ComEd, BGE, PHI, Pepco, DPL and ACE of $35 million, $3 million, $5 million, $27 million, $14 million, $6 million and $7 million, respectively. See Note 43 - Regulatory Matters for additional information.
(c)(b)Included are impacts for TCJA other than the corporate rate change, including revisions further limiting tax deductions for compensation of certain highest paid executives, the write-off of foreign tax credit carryforwards, and loss of a 2015 domestic production activities deduction due to an NOL carryback.
(d)DPL and ACE recognized a loss before income taxes for the year ended December 31, 2016, and PHI recognized a loss before income taxes for the period of March 24, 2016, through December 31, 2016. As a result positive percentages represent anof TCJA, Generation recorded a net decrease to income tax benefit forexpense, while the periods presented.
(e)Includes a remeasurementUtility Registrants recorded corresponding regulatory liabilities or assets to the extent such amounts are probable of uncertain statesettlement or recovery through customer rates and an adjustment to income tax positionsexpense for Pepco and DPL.
(f)At PECO, includes a cumulative adjustment related to an anticipated gas repairs tax return accounting method change. The method change request was filed and accepted in 2017. No change to the results recorded as of December 31, 2016.all other amounts.


285

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 13 — Income Taxes

Tax Differences and Carryforwards
The tax effects of temporary differences and carryforwards, which give rise to significant portions of the deferred tax assets (liabilities), as of December 31, 20182019 and 20172018 are presented below:
As of December 31, 2018
          Successor      As of December 31, 2019
Exelon Generation ComEd PECO BGE PHI Pepco DPL ACEExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Plant basis differences$(12,533) $(2,495) $(4,059) $(1,862) $(1,399) $(2,577) $(1,148) $(743) $(645)$(13,413) $(2,814) $(4,197) $(1,978) $(1,578) $(2,681) $(1,204) $(753) $(687)
Accrual based contracts117
 (44) 
 
 
 161
 
 
 
61
 (43) 
 
 
 104
 
 
 
Derivatives and other financial instruments89
 35
 69
 
 
 3
 
 
 
165
 88
 84
 
 
 2
 
 
 
Deferred pension and postretirement obligation1,435
 (188) (255) (26) (26) (102) (78) (46) (14)1,504
 (220) (270) (28) (28) (89) (75) (42) (10)
Nuclear decommissioning activities(351) (351) 
 
 
 
 
 
 
(503) (503) 
 
 
 
 
 
 
Deferred debt refinancing costs234
 23
 (7) 
 (3) 187
 (4) (2) (1)183
 20
 (7) 
 (3) 142
 (3) (2) (1)
Regulatory assets and liabilities(749) 
 300
 (129) 172
 (90) 58
 96
 83
(884) 
 183
 (169) 157
 (10) 55
 88
 77
Tax loss carryforward237
 78
 
 18
 25
 96
 12
 52
 26
240
 55
 
 25
 49
 93
 13
 44
 31
Tax credit carryforward811
 816
 
 
 
 
 
 
 
892
 897
 
 
 
 
 
 
 
Investment in partnerships(797) (775) 
 
 
 
 
 
 
(830) (808) 
 
 
 
 
 
 
Other, net934
 239
 151
 67
 12
 196
 98
 17
 19
926
 236
 196
 70
 10
 181
 85
 12
 16
Deferred income tax liabilities (net)$(10,573) $(2,662) $(3,801) $(1,932) $(1,219)
$(2,126)
$(1,062)
$(626)
$(532)$(11,659) $(3,092) $(4,011) $(2,080) $(1,393)
$(2,258)
$(1,129)
$(653)
$(574)
Unamortized investment tax credits(724) (700) (12) (1) (3) (8) (2) (2) (3)(668) (648) (10) (1) (3) (7) (2) (2) (3)
Total deferred income tax liabilities (net) and
unamortized investment tax credits
$(11,297) $(3,362) $(3,813) $(1,933) $(1,222)
$(2,134)
$(1,064)
$(628)
$(535)$(12,327) $(3,740) $(4,021) $(2,081) $(1,396)
$(2,265)
$(1,131)
$(655)
$(577)


286

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 13 — Income Taxes

 As of December 31, 2018
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Plant basis differences$(12,533) $(2,495) $(4,059) $(1,862) $(1,399) $(2,577) $(1,148) $(743) $(645)
Accrual based contracts117
 (44) 
 
 
 161
 
 
 
Derivatives and other financial instruments89
 35
 69
 
 
 3
 
 
 
Deferred pension and postretirement obligation1,435
 (188) (255) (26) (26) (102) (78) (46) (14)
Nuclear decommissioning activities(351) (351) 
 
 
 
 
 
 
Deferred debt refinancing costs234
 23
 (7) 
 (3) 187
 (4) (2) (1)
Regulatory assets and liabilities(740) 
 300
 (129) 172
 (81) 67
 96
 83
Tax loss carryforward237
 78
 
 18
 25
 96
 12
 52
 26
Tax credit carryforward811
 816
 
 
 
 
 
 
 
Investment in partnerships(797) (775) 
 
 
 
 
 
 
Other, net934
 239
 151
 67
 12
 196
 98
 17
 19
Deferred income tax liabilities (net)$(10,564) $(2,662) $(3,801) $(1,932) $(1,219)
$(2,117)
$(1,053)
$(626)
$(532)
Unamortized investment tax credits(724) (700) (12) (1) (3) (8) (2) (2) (3)
Total deferred income tax liabilities (net) and
unamortized investment tax credits
$(11,288) $(3,362) $(3,813) $(1,933) $(1,222)
$(2,125)
$(1,055)
$(628)
$(535)

The following table provides Exelon’s, Generation’s, PECO’s, BGE’s, PHI’s, Pepco’s, DPL’s and ACE’s carryforwards, which are presented on a post-apportioned basis, and any corresponding valuation allowances as of December 31, 2019. ComEd does not have net operating losses or credit carryforwards for the year ended December 31, 2019.
 
As of December 31, 2017 (a)
           Successor      
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Plant basis differences$(12,490) $(2,819) $(3,825) $(1,762) $(1,368) $(2,521) $(1,152) $(717) $(607)
Accrual based contracts150
 (66) 
 
 
 216
 
 
 
Derivatives and other financial instruments(85) (66) (2) 
 
 3
 
 
 
Deferred pension and postretirement obligation1,463
 (205) (285) (15) (29) (130) (78) (51) (18)
Nuclear decommissioning activities(553) (553) 
 
 
 
 
 
 
Deferred debt refinancing costs217
 26
 (8) (1) (3) 203
 (4) (2) (1)
Regulatory assets and liabilities(688) 
 489
 (90) 136
 (184) 39
 88
 86
Tax loss carryforward344
 76
 33
 9
 11
 156
 40
 68
 35
Tax credit carryforward861
 868
 1
 
 
 6
 
 
 
Investment in partnerships(434) (416) 
 
 
 
 
 
 
Other, net746
 78
 141
 71
 13
 193
 94
 14
 16
Deferred income tax liabilities (net)$(10,469) $(3,077) $(3,456) $(1,788) $(1,240)
$(2,058)
$(1,061)
$(600)
$(489)
Unamortized investment tax credits(732) (705) (13) (1) (4) (8) (2) (3) (4)
Total deferred income tax liabilities (net) and
unamortized investment tax credits
$(11,201) $(3,782) $(3,469) $(1,789) $(1,244)
$(2,066)
$(1,063)
$(603)
$(493)
 Exelon Generation PECO BGE PHI Pepco DPL ACE
Federal               
Federal general business credits carryforwards(a)
$891
 $897

$

$
 $
 $
 $
 $
State               
State net operating losses3,986
 1,142
 312
 762
 1,360
 202
 654
 438
Deferred taxes on state tax attributes (net)264
 78
 25
 50
 93
 13
 44
 31
Valuation allowance on state tax attributes26
 24
 
 1
 
 
 
 
Year in which net operating loss or credit carryforwards will begin to expire2025
 2029
 2031
 2026
 2028
 2028
 2030
 2031
__________
(a)Includes remeasurement impacts related to the TCJA.Exelon's and Generation's federal general business credit carryforwards will begin expiring in 2034.

Tabular Reconciliation of Unrecognized Tax Benefits
The following table presents changes in unrecognized tax benefits, by Registrant.

287

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 13 — Income Taxes
The following table provides the Registrants’ carryforwards and any corresponding valuation allowances as of December 31, 2018:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Balance at January 1, 2017$916
 $490
 $(12) $
 $120

$172

$80

$37

$22
Increases based on tax positions prior to 201728
 
 14
 
 
 14
 
 
 14
Decreases based on tax positions prior to 2017(a)
(196) (17) 
 
 
 (61) (21) (16) (22)
Decrease from settlements with taxing authorities(5) (5) 
 
 
 
 
 
 
Balance at December 31, 2017743
 468
 2
 
 120
 125
 59
 21
 14
Change to positions that only affect timing15
 15
 
 
 
 
 
 
 
Increases based on tax positions prior to 201830
 21
 
 
 
 8
 7
 1
 
Decreases based on tax positions prior to 2018(b)
(251) (36) 
 
 (120) (88) (66) (22) 
Decrease from settlements with taxing authorities(53) (53) 
 
 
 
 
 
 
Decreases from expiration of statute of limitations(7) (7) 
 
 
 
 
 
 
Balance at December 31, 2018477
 408
 2
 
 
 45
 
 
 14
Change to positions that only affect timing26
 12
 3
 1
 4
 3
 2
 1
 
Increases based on tax positions related to 20192
 1
 
 
 
 
 
 
 
Increases based on tax positions prior to 201934
 19
 3
 2
 3
 
 
 
 
Decreases based on tax positions prior to 2019(3) (3) 
 
 
 
 
 
 
Decrease from settlements with taxing authorities(29) 4
 (2) 
 
 
 
 
 
Balance at December 31, 2019$507
 $441
 $6
 $3
 $7
 $48
 $2
 $1
 $14
           Successor       
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE 
Federal                  
Federal general business credits carryforwards811
(a) 
816


 


 
 
 
 
 
State                  
State net operating losses4,103
(b) 
1,544
(b) 

 224
(c)  
395
(d) 
1,492
(e) 
192
(f) 
772
(g) 
365
(h) 
Deferred taxes on state tax attributes (net)272
 104
 
 18
 26
 102
 12
 52
 26
 
Valuation allowance on state tax attributes35
 26
 
 
 1
 6
 
 
 
 

__________
(a)Exelon’s federal general business credit carryforwards will begin expiringExelon established a liability for an uncertain tax position associated with the tax deductibility of certain merger commitments incurred by Exelon in 2033.connection with the acquisitions of Constellation and PHI. In 2017, as a part of its examination of Exelon's return, the IRS National Office issued guidance concurring with Exelon's position that the merger commitments were deductible. As a result, Exelon, Generation, PHI, Pepco, DPL, and ACE decreased their liability for unrecognized tax benefits by $146 million, $19 million, $59 million, $21 million, $16 million and $22 million, respectively, resulting in a benefit to Income taxes on Exelon's, Generation's, PHI's, Pepco's, DPL's, and ACE's Consolidated Statements of Operations and Comprehensive Income and corresponding decreases in their effective tax rates.
(b)Exelon’sExelon, Generation, BGE, PHI, Pepco, and Generation'sDPL decreased their unrecognized state net operating lossestax benefits primarily due to the receipt of favorable guidance with respect to the deductibility of certain depreciable fixed assets. The recognition of the tax benefits related to BGE, PHI, Pepco, and credit carryforwards, which are presented on a post-apportioned basis, will begin expiring in 2019.DPL was offset by corresponding regulatory liabilities and that portion had no immediate impact to their effective tax rate.
(c)PECO's state net operating loss carryforwards, which are presented on a post-apportioned basis, will begin expiring in 2031.
(d)BGE's state net operating loss carryforwards, which are presented on a post-apportioned basis, will begin expiring in 2026.
(e)PHI's state net operating loss carryforwards, which are presented on a post-apportioned basis, will begin expiring in 2036.
(f)Pepco's state net operating loss carryforwards, which are presented on a post-apportioned basis, will begin expiring in 2033.
(g)DPL's state net operating loss carryforwards, which are presented on a post-apportioned basis, will begin expiring in 2030.
(h)ACE's state net operating loss carryforwards, which are presented on a post-apportioned basis, will begin expiring in 2031.
Tabular Reconciliation of Unrecognized Tax Benefits
The following tables provide a reconciliation of the Registrants’ unrecognized tax benefits as of December 31, 2018, 2017 and 2016:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Unrecognized tax benefits at January 1, 2018$743
 $468
 $2
 $
 $120
 $125
 $59
 $21
 $14
Change to positions that only affect timing15
 15
 
 
 
 
 
 
 
Increases based on tax positions prior to 201830
 21
 
 
 
 8
 7
 1
 
Decreases based on tax positions prior to 2018(251) (36) 
 
 (120) (88) (66) (22) 
Decrease from settlements with taxing authorities(53) (53) 
 
 
 
 
 
 
Decreases from expiration of statute of limitations(7) (7) 
 
 
 
 
 
 
Unrecognized tax benefits at December 31, 2018$477
 $408
 $2
 $
 $

$45

$

$

$14
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Unrecognized tax benefits at January 1, 2017$916
 $490
 $(12) $
 $120
 $172
 $80
 $37
 $22
Increases based on tax positions prior to 201728
 
 14
 
 
 14
 
 
 14
Decreases based on tax positions prior to 2017(196) (17) 
 
 
 (61) (21) (16) (22)
Decrease from settlements with taxing authorities(5) (5) 
 
 
 
 
 
 
Unrecognized tax benefits at December 31, 2017$743

$468

$2

$

$120

$125

$59

$21

$14

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Unrecognized tax benefits at January 1, 2016$1,078
 $534
 $142
 $
 $120
 $22
 $8
 $3
 $
Merger balance transfer22
 5
 
 
 
 (5) 
 
 
Increases based on tax positions related to 2016108
 10
 
 
 
 59
 21
 16
 22
Change to positions that only affect timing(332) (12) (154) 
 
 
 
 
 
Increases based on tax positions prior to 201688
 
 
 
 
 96
 51
 18
 
Decreases based on tax positions prior to 2016(21) (20) 
 
 
 
 
 
 
Decreases from settlements with taxing authorities(27) (27) 
 
 
 
 
 
 
Unrecognized tax benefits at December 31, 2016$916
 $490
 $(12) $
 $120

$172

$80

$37

$22
As a result of a court decision issued in July 2018 to an unrelated taxpayer, Exelon's and Generation’s unrecognized federal and state tax benefits increased in the third quarter of 2018 by approximately $71 million. Approximately $20 million of this increase impacted Exelon's and Generation’s effective tax rate and resulted in a charge to earnings in the third quarter of 2018. Exelon’s and Generation’s unrecognized federal and state tax benefits decreased in the fourth quarter of 2018 by approximately $90 million due to the settlement of a federal audit issue with IRS Appeals. The recognition of these tax benefits decreased the effective tax rate at Exelon and Generation resulting in an income tax benefit of approximately $9 million. 
In the fourth quarter of 2018, Exelon, Generation, BGE, PHI, Pepco, and DPL decreased their unrecognized state tax benefits by $241 million, $33 million, $120 million, $88 million, $66 million, and $22 million, respectively, due to the receipt of favorable guidance with respect to the deductibility of certain depreciable fixed assets.  The recognition of these tax benefits decreased the effective tax rate at Exelon and Generation resulting in an income tax benefit of approximately $26 million.  The recognition of the tax benefits related to BGE, PHI, Pepco, and DPL was offset by corresponding regulatory liabilities and that portion had no immediate impact to their effective tax rate.
Exelon established a liability for an uncertain tax position associated with the tax deductibility of certain merger commitments incurred by Exelon in connection with the acquisitions of Constellation in 2012 and PHI in 2016. In the first quarter 2017, as a part of its examination of Exelon's return, the IRS National Office issued guidance concurring with Exelon's position that the merger commitments were deductible. As a result, Exelon, Generation, PHI, Pepco, DPL, and ACE decreased their liability for unrecognized tax benefits by $146 million, $19 million, $59 million, $21 million, $16 million and $22 million, respectively, in the first quarter of 2017 resulting in a benefit to Income taxes on Exelon's, Generation's, PHI's, Pepco's, DPL's, and ACE's Consolidated Statements of Operations and Comprehensive Income and corresponding decreases in their effective tax rates.
Exelon reduced the liability related to the uncertain tax position associated with the like-kind exchange in the second quarter of 2017.
Unrecognized tax benefits that if recognized would affect the effective tax rate
Exelon, Generation, ComEd and PHI have $463 million, $408 million, $2 million and $31 million, respectively, of unrecognized tax benefits at December 31, 2018 that, if recognized, would decrease the effective tax rate. PHI has $21 million of unrecognized state tax benefits at December 31, 2018 that, if recognized, $14 million would be in the form of a net operating loss carryforward, which is expected to require a full valuation allowance based on present circumstances. PHI and ACE have $14 million of unrecognized tax benefits at December 31, 2018 that, if recognized, may be included in future base rates and that portion would have no impact to the effective tax rate.
Exelon, Generation, ComEd and PHI had $523 million, $461 million, $2 million and $32 million, respectively, of unrecognized tax benefits at December 31, 2017 that, if recognized, would decrease the effective tax rate. BGE, PHI, Pepco, DPL, and ACE have $120 million, $94 million, $59 million, $21 million and $14 million of unrecognized tax benefits at December 31, 2017 that, if recognized, may be included in future base rates and that portion would have no impact to the effective tax rate.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Exelon, Generation, PHI, Pepco, DPL, and ACE had $633 million, $483 million, $93 million, $21 million, $16 million, and $22 million, respectively, of unrecognized tax benefits at December 31, 2016 that, if recognized, would decrease the effective tax rate. BGE, PHI, Pepco and DPL had $120 million, $80 million, $59 million, and $21 million of unrecognized tax benefits at December 31, 2016 that, if recognized, may be included in future base rates and that portion would have no impact to the effective tax rate.
Unrecognized tax benefits that if recognized would affect only the timing of tax payments
There are no unrecognized tax benefits as of December 31, 2018 that affect only the timing of tax payments.
Exelon and Generation had $7 million of unrecognized tax benefits at December 31, 2017 for which the ultimate tax benefit is highly certain, but for which there is uncertainty about the timing of such benefits.
Exelon, Generation and ComEd had $83 million, $7 million and $(12) million of unrecognized tax benefits at December 31, 2016 for which the ultimate tax benefit is highly certain, but for which there is uncertainty about the timing of such benefits.
The disallowance of such positions would not materially affect the annual effective tax rate but would accelerate the payment of cash to, or defer the receipt of the cash tax benefit from, the taxing authority to an earlier or later period respectively.
Reasonably possible the total amount of unrecognized tax benefits could significantly increase or decrease within 12 months after the reporting date
Like-Kind Exchange
As of December 31, 2018, Exelon and ComEd have approximately $33 million and $2 million, respectively, of unrecognized federal and state income tax benefits related to the like-kind exchange litigation described further below. If Exelon does not appeal the October 2018 U.S. Court of Appeals for the Seventh Circuit's decision to the U.S. Supreme Court, Exelon's and ComEd's unrecognized tax benefits will decrease in the first quarter of 2019. See below for further details.
Settlement of Income Tax Audits, Refund Claims, and Litigation
As of December 31, 2018, Exelon, Generation, PHI and ACE have approximately $425 million, $411 million, $14 million, and $14 million respectively, of unrecognized federal and state tax benefits that could significantly decrease within the 12 months after the reporting date as a result of completing audits, potential settlements, refund claims, and the outcomes of pending court cases. Of the above unrecognized tax benefits, Exelon and Generation have $411 million that, if recognized, would decrease the effective tax rate. The unrecognized tax benefit related to PHI and ACE, if recognized, may be included in future base rates and that portion would have no impact to the effective tax rate.
Total amounts of interest and penalties recognized
The following tables represent the net interest and penalties receivable (payable), including interest and penalties related to tax positions reflected in the Registrants’ Consolidated Balance Sheets.
Net interest receivable (payable) as ofExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
December 31, 2018$236
 $(2) $4
 $
 $
 $1
 $
 $
 $
December 31, 2017233
 (3) 4
 
 
 2
 
 
 
Net penalties payable as ofExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
December 31, 2018$(17) $
 $
 $
 $
 $
 $
 $
 $
December 31, 2017(17) 
 
 
 
 
 
 
 

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

The following tables set forth the net interest and penalty expense, including interest and penalties related to tax positions, recognized in Interest expense, net and Other, net in Other income and deductions in the Registrants’ Consolidated Statements of Operations and Comprehensive Income.
Net interest expense (income) for the years endedExelon Generation ComEd PECO BGE Pepco DPL ACE
December 31, 2018$(3) $
 $
 $
 $
 $
 $
 $
December 31, 201737
 (1) 11
 
 
 
 
 
December 31, 2016165
 (13) 117
 
 
 6
 
 (1)
Net penalty expense (income) for the years endedExelon Generation ComEd PECO BGE Pepco DPL ACE
December 31, 2018$
 $
 $
 $
 $
 $
 $
 $
December 31, 2017(2) 
 
 
 
 
 
 
December 31, 2016106
 
 86
 
 
 
 
 
 Successor  Predecessor
PHIDecember 31, 2018 December 31, 2017 March 24, 2016 to December 31, 2016  January 1, 2016 to March 23, 2016
Net interest expense$
 $
 $(2)  $
Description of tax years open to assessment by major jurisdiction
TaxpayerOpen Years
Exelon (and predecessors) and subsidiaries consolidated federal income tax returns1999, 2001-2017
PHI Holdings and subsidiaries consolidated federal income tax returns2013, 2015-2016
Exelon and subsidiaries Illinois unitary income tax returns2010-2017
Constellation combined New York corporate income tax returns2010-March 2012
Exelon combined New York corporate income tax returns

2011-2017
Exelon New Jersey corporate income tax returns2013-2017
Exelon Pennsylvania corporate net income tax returns2011-2017
PECO Pennsylvania separate company returns
2015-2017

DPL Delaware separate company returnsSame as federal
ACE New Jersey separate company returns2014-2017
Exelon and subsidiaries District of Columbia corporate income tax returns2015-2017
PHI Holdings and subsidiaries District of Columbia corporate income tax returns2015-2016
Various separate company Maryland corporate net income tax returnsSame as federal
Other Tax Matters
Like-Kind Exchange
Exelon, through its ComEd subsidiary, took a position on its 1999 income tax return to defer approximately $1.2 billion of tax gain on the sale of ComEd’s fossil generating assets. The gain was deferred by reinvesting a portion of the proceeds from the sale in qualifying replacement property under the like-kind exchange provisions of the IRC. The like-kind exchange replacement property purchased by Exelon included interests in three municipal-owned

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

electric generation facilities which were properly leased back to the municipalities. As previously disclosed, Exelon terminated its investment in one of the leases in 2014 and the remaining two leases were terminated in 2016.
The IRS asserted that the Exelon purchase and leaseback transaction was substantially similar to a leasing transaction, known as a SILO, which is a listed transaction that the IRS has identified as a potentially abusive tax shelter. Thus, they disagreed with Exelon's position and asserted that the entire gain of approximately $1.2 billion was taxable in 1999. In 2013, the IRS issued a notice of deficiency to Exelon and Exelon filed a petition to initiate litigation in the United States Tax Court. In 2016, the Tax Court held that Exelon was not entitled to defer a gain on theits 1999 like-kind exchange transaction. In addition to the tax and interest related to the gain deferral, the Tax Court also ruled that Exelon was liable for $90 million in penalties and interest on the penalties. Exelon hashad fully paid the amounts assessed resulting from the Tax Court decision.
decision in 2017. In September 2017, Exelon appealed the Tax Court decision to the U.S. Court of Appeals for the Seventh Circuit. In October 2018, the U.S. Court of Appeals for the Seventh Circuit affirmed the Tax Court’s decision. Exelon filed a petition seeking rehearing of the Seventh Circuit’s decision, but the Seventh Circuit denied that petition in December 2018.  In the first quarter of 2019, Exelon has until March 5, 2019elected not to seek a further review by the U.S. Supreme

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Note 13 — Income Taxes

Court. As a result, Exelon's and ComEd's unrecognized tax benefits decreased by approximately $33 million and $2 million, respectively, in the first quarter of 2019.
Recognition of unrecognized tax benefits
The following table presents Exelon's, Generation's and PHI's unrecognized tax benefits that, if recognized, would decrease the effective tax rate. ComEd's, PECO's, BGE's, Pepco's, DPL's and ACE's amounts are not material.
 Exelon Generation 
PHI(a)
December 31, 2019$462
 $429
 $32
December 31, 2018463
 408
 31
December 31, 2017523
 461
 32
__________
(a)PHI has $21 million of unrecognized state tax benefits that, if recognized, $14 million would be in the form of a net operating loss carryforward, which is expected to require a full valuation allowance based on present circumstances.
The following table presents Exelon's, BGE's, PHI's, Pepco's, DPL's and ACE’s unrecognized tax benefits that, if recognized, may be included in future base rates and that portion would have no impact to the effective tax rate. ComEd's and PECO's amounts are not material.
 Exelon BGE PHI Pepco DPL ACE
December 31, 2019$19
 $1
 $14
 $
 $
 $14
December 31, 201814
 
 14
 
 
 14
December 31, 2017214
 120
 94
 59
 21
 14

Reasonably possible the total amount of unrecognized tax benefits could significantly increase or decrease within 12 months after the reporting date
Settlement of Income Tax Audits, Refund Claims, and Litigation
The following table represents Exelon's, Generation's and ACE's unrecognized federal and state tax benefits that could significantly decrease within the 12 months after the reporting date as a result of completing audits, potential settlements, refund claims, and the outcomes of pending court cases as of December 31, 2019. ComEd's, PECO's, BGE's, PHI's, Pepco's and DPL's amounts are not material.
Exelon(a)
 
Generation(a)
 
ACE(b)
$425
 $411
 $14
__________
(a)Exelon and Generation have $411 million that, if recognized, would decrease the effective tax rate.
(b)The unrecognized tax benefit related to ACE, if recognized, may be included in future base rates and that portion would have no impact to the effective tax rate.
Total amounts of interest and penalties recognized
The following table represents the net interest and penalties receivable (payable) related to tax positions reflected in Exelon's Consolidated Balance Sheets. Generation's and the Utility Registrants' amounts are not material.
Net interest and penalties receivable as ofExelon
December 31, 2019$318
December 31, 2018219


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Note 13 — Income Taxes

The Registrants did not record material interest and penalty expense related to tax positions reflected in their Consolidated Balance Sheets. Interest expense and penalty expense are recorded in Interest expense, net and Other, net, respectively, in Other income and deductions in the Registrants' Consolidated Statements of Operations and Comprehensive Income.
Description of tax years open to assessment by major jurisdiction
Major JurisdictionOpen YearsRegistrants Impacted
Federal consolidated income tax returns2002-2018All Registrants
PHI Holdings and subsidiaries consolidated federal income tax returns2016Exelon, Generation, PHI, Pepco, DPL, ACE
Delaware separate corporate income tax returnsSame as federalDPL
District of Columbia combined corporate income tax returns2016-2018Exelon, PHI, Pepco
Illinois unitary corporate income tax returns2010-2018Exelon, Generation, ComEd
Maryland separate company corporate net income tax returnsSame as federalBGE, Pepco, DPL
New Jersey separate corporate income tax returns2013-2018Exelon, Generation
New Jersey separate corporate income tax returns2014-2018ACE
New York combined corporate income tax returns2010-March 2012Exelon, Generation
New York combined corporate income tax returns2011-2018Exelon, Generation
Pennsylvania separate corporate income tax returns2011-2018Exelon, Generation
Pennsylvania separate corporate income tax returns2016-2018PECO

Other Tax Matters
Federal Income Tax Law Changes
On December 22, 2017, President Trump signed the TCJA into law. Pursuant to the enactment of the TCJA, the Registrants remeasured their existing deferred income tax balances as of December 31, 2017 to reflect the decrease in the corporate income tax rate from 35% to 21%, which resulted in a material decrease to their net deferred income tax liability balances as shown in the table below. Generation recorded a corresponding net decrease to income tax expense, while the Utility Registrants recorded corresponding regulatory liabilities or assets to the extent such amounts are probable of settlement or recovery through customer rates and an adjustment to income tax expense for all other amounts.
The one-time impacts recorded by the Registrants to remeasure their deferred income tax balances at the 21% corporate federal income tax rate as of December 31, 2017 are presented below:
 
Exelon(b)
 Generation ComEd 
PECO(c)
 BGE PHI Pepco DPL ACE
Net Decrease to Deferred Income Tax Liability Balances

$8,624 $1,895 $2,819 $1,407 $1,120 $1,944 $968 $540 $456
Net Increase to Regulatory Liabilities Recorded(a)
7,315 N/A 2,818 1,394 1,124 1,979 976 545 458
Net Deferred Income Tax Benefit/(Expense) Recorded$1,309 $1,895 $1 $13 $(4) $(35) $(8) $(5) $(2)
__________
(a)Reflects the net regulatory liabilities recorded on a pre-tax basis before taking into consideration the income tax benefits associated with the ultimate settlement with customers.
(b)Amounts do not sum across due to deferred tax adjustments recorded at the Exelon Corporation parent company, primarily related to certain employee compensation plans.
(c)Given the regulatory treatment of income tax benefits related to electric and gas distribution repairs, PECO remained in an overall net regulatory asset position as of December 31, 2017 after recording the impacts related to the TCJA.

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Note 13 — Income Taxes

State Income Tax Law ChangesNDT Funds
On April 24, 2018, Maryland enacted companion bills, House Bill 1794 and Senate Bill 1090, providingNDT funds have been established for each generation station unit to satisfy Generation’s nuclear decommissioning obligations. Generally, NDT funds established for a phase inparticular unit may not be used to fund the decommissioning obligations of a single sales factor apportionment formulaany other unit.
The NDT funds associated with Generation's nuclear units have been funded with amounts collected from the current three factor formulaprevious owners and their respective utility customers. PECO is authorized to collect funds, in revenues, for determiningdecommissioning the former PECO nuclear plants through regulated rates, and these collections are scheduled through the operating lives of the former PECO plants. The amounts collected from PECO customers are remitted to Generation and deposited into the NDT funds for the unit for which funds are collected. Every five years, PECO files a rate adjustment with the PAPUC that reflects PECO’s calculations of the estimated amount needed to decommission each of the former PECO units based on updated fund balances and estimated decommissioning costs. The rate adjustment is used to determine the amount collectible from PECO customers. On March 31, 2017, PECO filed its Nuclear Decommissioning Cost Adjustment with the PAPUC proposing an entity's Maryland state income taxes. The single sales factor will be fully phased in by 2022.
In the second quarter of 2018, Exelon, Generation, PHI, Pepco and DPL recorded a one-time increase to deferred income taxesannual recovery from customers of approximately $16$4 million. This amount reflects a decrease from the previously approved annual collection of approximately $24 million $5 million, $17 million, $16 million and $1 million, respectively. At PHI, Pepco and DPL, the increaseprimarily due to the Maryland deferred income tax liability was offset by regulatory assets. Further,removal of the change in tax law is not expected to have a material ongoing impact to Exelon's, Generation's, PHI's, Pepco's or DPL's future results of operations.
Long-Term Marginal State Income Tax Rate (Exelon, Generation, PHIcollections for Limerick Units 1 and Pepco)
In the third quarter of 2018, Exelon reviewed and updated its marginal state income tax rates based on 2017 state apportionment rates. As2 as a result of the rate changes,NRC approving the extension of the operating licenses for an additional 20 years. On August 8, 2017, the PAPUC approved the filing and the new rates became effective January 1, 2018.
Any shortfall of funds necessary for decommissioning, determined for each generating station unit, is ultimately required to be funded by Generation, with the exception of a shortfall for the current decommissioning activities at Zion Station, where certain decommissioning activities have been transferred to a third-party (see Zion Station Decommissioning below) and the CENG units, where any shortfall is required to be funded by both Generation and EDF. Generation, through PECO, has recourse to collect additional amounts from PECO customers related to a shortfall of NDT funds for the former PECO units, subject to certain limitations and thresholds, as prescribed by an order from the PAPUC. Generally, PECO, and likewise Generation will not be allowed to collect amounts associated with the first $50 million of any shortfall of trust funds compared to decommissioning costs, as well as 5% of any additional shortfalls, on an aggregate basis for all former PECO units. The initial $50 million and up to 5% of any additional shortfalls would be borne by Generation. No recourse exists to collect additional amounts from utility customers for any of Generation's other nuclear units. With respect to the former ComEd and PECO units, any funds remaining in the third quarter of 2018, Exelon, Generation, PHI and DPL recorded a one-time decreaseNDTs after all decommissioning has been completed are required to deferred income taxes of approximately $50 million, $53 million, $4 million and $2 million respectively. Pepco recorded a one-time increasebe refunded to deferred income taxes of approximately $1 million. Exelon, PHI and DPL recorded a corresponding regulatory liability of approximately $1 million, $1 million and $2 million respectively. Pepco recorded a corresponding regulatory asset of approximately $1 million. Further, Exelon, Generation and PHI recorded a decrease to income tax expense (net of federal taxes) of approximately $50 million, $53 million and $3 million.
Allocation of Tax Benefits (All Registrants)
Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE are all party to an agreement with Exelon and other subsidiaries of Exelon that provides for the allocation of consolidated tax liabilities and benefits (Tax Sharing Agreement). The Tax Sharing Agreement provides that each party is allocated an amount of tax similar to that which would be owed had the party been separatelyComEd’s or PECO’s customers, subject to tax. In addition, any net benefit attributable to Exelon is reallocatedcertain limitations that allow sharing of excess funds with Generation related to the former PECO units. With respect to Generation's other Registrants. That allocation is treated as a contribution to the capitalnuclear units, Generation retains any funds remaining after decommissioning. However, in connection with CENG's acquisition of the party receiving the benefit. During 2018, Generation, PECO, BGE, PHINine Mile Point and ComEd recorded an allocationGinna plants

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Table of federal tax benefits from Exelon under the Tax Sharing Agreement of $155 million, $48 million, $26 million, $2 million and $1 million respectively. Pepco, DPL, and ACE did not record an allocation of federal tax benefits from Exelon under the Tax Sharing Agreement as a result of a tax net operating loss.
During 2017, Generation, PECO, BGE, and PHI recorded an allocation of federal tax benefits from Exelon under the Tax Sharing Agreement of $102 million, $16 million, $10 million and $7 million respectively. ComEd, Pepco, DPL, and ACE did not record an allocation of federal tax benefits from Exelon under the Tax Sharing Agreement as a result of a tax net operating loss.
During 2016, Generation, PECO and BGE recorded an allocation of federal tax benefits from Exelon under the Tax Sharing Agreement of $94 million, $18 million and $8 million respectively. ComEd did not record an allocation of federal tax benefits from Exelon under the Tax Sharing Agreement as a result of a tax net operating loss. PHI, Pepco,

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Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


DPL and ACE did not record an allocation of federal tax benefits from Exelon as they were not a part of Exelon's 2015 consolidated tax return.
15.Note 9 — Asset Retirement Obligations (All Registrants)
Nuclear Decommissioning Asset Retirement Obligations
and settlements with certain regulatory agencies, CENG is subject to certain conditions pertaining to NDT funds that, if met, could possibly result in obligations to make payments to certain third parties (clawbacks). For Nine Mile Point and Ginna, the clawback provisions are triggered only in the event that the required decommissioning activities are discontinued or not started or completed in a timely manner. In the event that the clawback provisions are triggered for Nine Mile Point, then, depending upon the triggering event, an amount equal to 50% of the total amount withdrawn from the funds for non-decommissioning activities or 50% of any excess funds in the trust funds above the amounts required for decommissioning (including spent fuel management and decommissioning) is to be paid to the Nine Mile Point sellers. In the event that the clawback provisions are triggered for Ginna, then an amount equal to any estimated cost savings realized by not completing any of the required decommissioning activities is to be paid to the Ginna sellers. Generation has a legal obligationexpects to decommission its nuclear power plants following the expiration of their operating licenses. To estimate itscomply with applicable regulations and timely commence and complete all required decommissioning obligationactivities.
At December 31, 2019 and 2018, Exelon and Generation had NDT funds totaling $13,353 millionand $12,695 million, respectively. The NDT funds included $890 million at December 31, 2018, related to its nuclear generating stationsOyster Creek NDT funds which were classified as Assets held for financial accountingsale in Exelon's and reporting purposes, Generation uses a probability-weighted, discounted cash flow modelGeneration's Consolidated Balance Sheets. See Note 2 — Mergers, Acquisitions and Dispositions for additional information. The NDT funds include $163 million and $144 million for the current portion of the NDT at December 31, 2019 and 2018, respectively, which are included in Other current assets in Exelon's and Generation's Consolidated Balance Sheets. See Note 23 — Supplemental Financial Information for additional information on activities of the NDT funds.
Accounting Implications of the Regulatory Agreements with ComEd and PECO
Based on the regulatory agreements with the ICC and PAPUC that dictate Generation’s obligations related to the shortfall or excess of NDT funds necessary for decommissioning the former ComEd units on a unit-by-unit basis considers multiple outcome scenariosand the former PECO units in total, decommissioning-related activities net of applicable taxes, including realized and unrealized gains and losses on the NDT funds and accretion of the decommissioning obligation, are generally offset within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. For the former ComEd units, decommissioning-related activities are generally offset within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income as long as the NDT funds are expected to exceed the total estimated decommissioning obligation. For the former PECO units, decommissioning-related activities are generally offset within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income regardless of whether the NDT funds are expected to exceed or fall short of the total estimated decommissioning obligation. The offset of decommissioning-related activities within the Consolidated Statement of Operations and Comprehensive Income results in an equal adjustment to the noncurrent payables to affiliates at Generation. ComEd and PECO have recorded an equal noncurrent affiliate receivable from Generation and corresponding regulatory liability.
Should the expected value of the NDT fund for any former ComEd unit fall below the amount of the expected decommissioning obligation for that include significant estimatesunit, the accounting to offset decommissioning-related activities in the Consolidated Statement of Operations and assumptions,Comprehensive Income for that unit would be discontinued, the decommissioning-related activities would be recognized in the Consolidated Statements of Operations and Comprehensive Income and the adverse impact to Exelon’s and Generation’s financial statements could be material. As of December 31, 2019, the NDT funds of each of the former ComEd units, except for Zion (see Zion Station Decommissioning below), are expected to exceed the related decommissioning obligation for each of the units. For the purposes of making this determination, the decommissioning obligation referred to is different, as described below, from the calculation used in the NRC minimum funding obligation filings based on decommissioning cost studies, cost escalation rates, probabilistic cash flow modelsNRC guidelines.
Any changes to the PECO regulatory agreements could impact Exelon’s and discount rates. Generation updates its ARO annually unless circumstances warrant more frequent updates, based on its reviewGeneration’s ability to offset decommissioning-related activities within the Consolidated Statement of updated cost studiesOperations and its annual evaluation of cost escalation factorsComprehensive Income, and probabilities assignedthe impact to various scenarios.Exelon’s and Generation’s financial statements could be material.
The following table provides a rollforward ofdecommissioning-related activities related to the nuclear decommissioning ARONon-Regulatory Agreement Units are reflected in Exelon’s and Generation’s Consolidated Balance Sheets, from January 1, 2017 to December 31, 2018:Statements of Operations and Comprehensive Income.
Nuclear decommissioning ARO at January 1, 2017$8,734
Accretion expense458
Acquisition of FitzPatrick444
Net increase due to changes in, and timing of, estimated future cash flows34
Costs incurred related to decommissioning plants(8)
Nuclear decommissioning ARO at December 31, 2017 (a)
9,662
Accretion expense478
Net decrease due to changes in, and timing of, estimated future cash flows(77)
Costs incurred related to decommissioning plants(58)
Nuclear decommissioning ARO at December 31, 2018 (a) (b)
$10,005
__________
(a)Includes $22 million and $13 million as the current portion of the ARO at December 31, 2018 and 2017, respectively, which is included in Other current liabilities in Exelon’s and Generation’s Consolidated Balance Sheets.
(b)Includes $772 million of ARO related to Oyster Creek which is classified as Liabilities held for sale in Exelon's and Generation's Consolidated Balance Sheets at December 31, 2018. See Note 5 — Mergers, Acquisitions and Dispositions for additional information.
The net $77 million decrease in the ARO during 2018 for changes in the amounts and timing of estimated decommissioning cash flows was driven by multiple adjustments throughout the year, some with offsetting impacts. These adjustments include a $203 million decrease primarily due to lower estimated costs for the construction of interim spent fuel storage at TMI and a net decrease in estimated costs to decommission Calvert Cliffs, FitzPatrick, Limerick, and Salem nuclear units resulting from the completion of updated cost studies. These adjustments also include a decrease due to changes in decommissioning scenarios and their probabilities. These decreases were partially offset by a $116 million increase for the impact of the early retirement and the announced pending sale of Oyster Creek and a $122 million increase for estimated cost escalation rates, primarily for labor, energy and waste burial costs. See Note 53Mergers, Acquisitions and DispositionsRegulatory Matters and Note 8—Early Plant Retirements24 — Related Party Transactions for additional information regarding Oyster Creek.regulatory liabilities at ComEd and PECO and intercompany balances between Generation, ComEd and PECO reflecting the obligation to refund to customers any decommissioning-related assets in excess of the related decommissioning obligations.
The net $34 million increase in the ARO during 2017 for changes in the amounts and timing
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Table of estimated decommissioning cash flows was driven by multiple adjustments throughout the year, some with offsetting impacts. These adjustments include a $178 million increase due to higher assumed probabilities of early retirement of Salem and a $138 million increase in TMI’s ARO liability associated with the May 30, 2017 announcement to early retire the unit on September 30, 2019. The increase in TMI's ARO liability incorporates the early shutdown date, increases in the probabilities of longer term decommissioning scenarios, and an increase in the estimated costs to decommission based on an updated decommissioning cost study. See Note 8—Early Plant Retirements for

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Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 9 — Asset Retirement Obligations

Zion Station Decommissioning
In 2010, Generation completed an Asset Sale Agreement (ASA) under which ZionSolutions assumed responsibility for decommissioning Zion Station and Generation transferred to ZionSolutions substantially all the Zion Station’s assets, including the related NDT funds. To reduce the risk of default by ZionSolutions, EnergySolutions has provided a $25 million letter of credit to be used to fund decommissioning costs in the event the NDT assets are insufficient. EnergySolutions and its parent company have also provided a performance guarantee.
Following ZionSolutions' completion of its contractual obligations and transfer of the NRC license to Generation, Generation will store the SNF at Zion Station until it is transferred to the DOE for ultimate disposal, and will complete all remaining decommissioning activities associated with the SNF dry storage facility.
Generation had retained its obligation for the SNF as well as certain NDT assets to fund its obligation to maintain the SNF at Zion Station until transfer to the DOE and to complete all remaining decommissioning activities for the SNF storage facility. Any shortage of funds necessary to maintain the SNF and decommission the SNF storage facility is ultimately required to be funded by Generation. Any Zion Station NDT funds remaining after the completion of all decommissioning activities will be returned to ComEd customers in accordance with the applicable orders.
NRC Minimum Funding Requirements
NRC regulations require that licensees of nuclear generating facilities demonstrate reasonable assurance that funds will be available in specified minimum amounts to decommission the facility at the end of its life. The estimated decommissioning obligations as calculated using the NRC methodology differ from the ARO recorded in Generation’s and Exelon’s Consolidated Balance Sheets primarily due to differences in the type of costs included in the estimates, the basis for estimating such costs, and assumptions regarding the decommissioning alternatives to be used, potential license renewals, decommissioning cost escalation, and the growth rate in the NDT funds. Under NRC regulations, if the minimum funding requirements calculated under the NRC methodology are less than the future value of the NDT funds, also calculated under the NRC methodology, then the NRC requires either further funding or other financial guarantees.
Key assumptions used in the minimum funding calculation using the NRC methodology at December 31, 2019 include: (1) consideration of costs only for the removal of radiological contamination at each unit; (2) the option on a unit-by-unit basis to use generic, non-site specific cost estimates; (3) consideration of only one decommissioning scenario for each unit; (4) the plants cease operation at the end of their current license lives (with no assumed license renewals for those units that have not already received renewals); (5) the assumption of current nominal dollar cost estimates that are neither escalated through the anticipated period of decommissioning, nor discounted using the CARFR; and (6) assumed annual after-tax returns on the NDT funds of 2% (3% for the former PECO units, as specified by the PAPUC).
In contrast, the key criteria and assumptions used by Generation to determine the ARO and to forecast the target growth in the NDT funds at December 31, 2019 include: (1) the use of site specific cost estimates that are updated at least once every five years; (2) the inclusion in the ARO estimate of all legally unavoidable costs required to decommission the unit (e.g., radiological decommissioning and full site restoration for certain units, on-site spent fuel maintenance and storage subsequent to ceasing operations and until DOE acceptance, and disposal of certain low-level radioactive waste); (3) the consideration of multiple scenarios where decommissioning and site restoration activities, as applicable, are completed under possible scenarios ranging from 10 to 70 years after the cessation of plant operations; (4) the consideration of multiple end of life scenarios; (5) the measurement of the obligation at the present value of the future estimated costs and an annual average accretion of the ARO of approximately 5% through a period of approximately 30 years after the end of the extended lives of the units; and (6) an estimated targeted annual pre-tax return on the NDT funds of 5.4% to 6.5% (as compared to a historical 5-year annual average pre-tax return of approximately 6.7%).
Generation is required to provide to the NRC a biennial report by unit (annually for units that have been retired or are within five years of the current approved license life), based on values as of December 31, addressing Generation’s ability to meet the NRC minimum funding levels. Depending on the value of the trust funds, Generation may be required to take steps, such as providing financial guarantees through letters of credit or parent company guarantees or making additional contributions to the trusts, which could be significant, to ensure that the trusts are adequately funded and that NRC minimum funding requirements are met. As a result, Exelon’s and Generation’s cash flows and financial positions may be significantly adversely affected.

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Note 9 — Asset Retirement Obligations

Generation filed its biennial decommissioning funding status report with the NRC on April 1, 2019 for all units except for Zion Station which is included in a separate report to the NRC submitted by ZionSolutions, LLC. The status report demonstrated adequate decommissioning funding assurance as of December 31, 2018 for all units except for Clinton and Peach Bottom Unit 1. As of February 28, 2019, Clinton demonstrated adequate minimum funding assurance due to market recovery and no further action is required. This demonstration was also included in the April 1, 2019 submittal. As a former PECO plant, financial assurance for decommissioning Peach Bottom Unit 1 is provided by the NDT fund, collections from PECO ratepayers and the ability to adjust those collections in accordance with the approved PAPUC tariff. No additional actions are required aside from the PAPUC filing in accordance with the tariff. See NDT Funds section above for additional information.
Generation will file its next annual decommissioning funding status report with the NRC by March 31, 2020 for shutdown reactors, reactors within five years of shutdown except for Zion Station which is included in a separate report to the NRC submitted by EnergySolutions (see Zion Station Decommissioning above). This report will reflect the status of decommissioning funding assurance as of December 31, 2019 and will include an update for the retirement of TMI in 2019. A shortfall at any unit could necessitate that Exelon post a parental guarantee for Generation's share of the funding assurance. However, the amount of any required guarantee will ultimately depend on the decommissioning approach adopted, the associated level of costs, and the decommissioning trust fund investment performance going forward.
As the future values of trust funds change due to market conditions, the NRC minimum funding status of Generation’s units will change. In addition, if changes occur to the regulatory agreement with the PAPUC that currently allows amounts to be collected from PECO customers for decommissioning the former PECO units, the NRC minimum funding status of those plants could change at subsequent NRC filing dates.
Non-Nuclear Asset Retirement Obligations (All Registrants)
Generation has AROs for plant closure costs associated with its fossil and renewable generating facilities, including asbestos abatement, removal of certain storage tanks, restoring leased land to the condition it was in prior to construction of renewable generating stations and other decommissioning-related activities. The Utility Registrants have AROs primarily associated with the abatement and disposal of equipment and buildings contaminated with asbestos and PCBs. See Note 1 — Significant Accounting Policies for additional information on the Registrants’ accounting policy for AROs. 
The following table provides a rollforward of the non-nuclear AROs reflected in the Registrants’ Consolidated Balance Sheets from January 1, 2018 to December 31, 2019:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Non-nuclear AROs at January 1, 2018$384
 $197

$113

$27

$24
 $16
 $3
 $10
 $3
Net increase due to changes in, and timing of, estimated future cash flows(a)
80
 35

7



2
 36
 34
 1
 1
Accretion expense(b)
16
 10
 4
 1
 1
 
 
 
 
Asset divestitures(3) (3) 
 
 
 
 
 
 
Payments(6) (1)
(3)


(2) 
 
 
 
Non-nuclear AROs at December 31, 2018471
 238

121

28

25
 52
 37

11

4
Net (decrease) increase due to changes in, and timing of, estimated future cash flows17
 7

8



(2) 4
 3
 1
 
Development projects2
 2






 
 
 
 
Accretion expense(b)
16
 12

1

1

1
 1
 1
 
 
Asset divestitures(42) (42) 
 
 
 
 
 
 
Payments(4) (1)
(1)
(1)
(1) 
 
 
 
Non-nuclear AROs at December 31, 2019$460
 $216

$129

$28

$23
 $57
 $41

$12

$4

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Note 9 — Asset Retirement Obligations

__________
(a)In 2018, Pepco recorded an increase of $22 million in Operating and maintenance expense primarily related to asbestos identified at its Buzzard Point property as part of an annual ARO study. Buzzard Point is a waterfront property in the District of Columbia occupied by an active substation and former Pepco operated steam plant building, which Pepco retired and closed in 1981.
(b)For ComEd and PECO, the majority of the accretion is recorded as an increase to a regulatory asset due to the associated regulatory treatment.
10. Leases(All Registrants)
Lessee
The Registrants have operating leases for which they are the lessees. The following tables outline the significant types of operating lease at each registrant and other terms and conditions of the lease agreements. The Registrants do not have material finance leases.
ExelonGenerationComEdPECOBGEPHIPepcoDPLACE
Contracted generation
Real estate
Vehicles and equipment
(in years)Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Remaining lease terms1-86 1-36 1-5 1-14 1-86 1-12 1-12 1-12 1-6
Options to extend the term3-30 3-30 5 N/A N/A 3-30 5 3-30 N/A
Options to terminate within1-13 1 3 N/A 2 N/A N/A N/A N/A
The components of lease costs for the year ended December 31, 2019 were as follows:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Operating lease costs$320
 $222
 $3
 $1
 $33
 $48
 $12
 $14
 $7
Variable lease costs300
 282
 2
 
 2
 6
 2
 2
 1
Short-term lease costs19
 19
 
 
 
 
 
 
 
Total lease costs (a)
$639
 $523
 $5
 $1
 $35
 $54
 $14
 $16
 $8
__________
(a)Excludes $51 million, $44 million, $7 million and $7 million of sublease income recorded at Exelon, Generation, PHI and DPL.
The following table presents the Registrants' rental expense under the prior lease accounting guidance for the years ended December 31, 2018 and 2017:
 Exelon 
Generation(a)
 ComEd PECO BGE PHI Pepco DPL ACE
2018$670
 $558
 $7
 $10
 $35
 $48
 $10
 $13
 $8
2017709
 578
 9
 9
 32
 63
 11
 16
 14

__________
(a)Includes contingent operating lease payments associated with contracted generation agreements that are not included in the minimum future operating lease payments above. Payments made under Generation's contracted generation lease agreements totaled $493 million and $508 million during 2018 and 2017, respectively.


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

Note 10 — Leases

The following table provides additional information regarding Salemthe presentation of operating ROU assets and TMI. These increaseslease liabilities within the Registrants’ Consolidated Balance Sheets as of December 31, 2019:
 
Exelon(a)
 
Generation(a)
 ComEd PECO BGE PHI Pepco DPL ACE
Operating lease ROU assets                 
Other deferred debits and other assets$1,305
 $895
 $9
 $2
 $77
 $273
 $56
 $63
 $18
                  
Operating lease liabilities                 
Other current liabilities225
 157
 3
 
 32
 31
 6
 9
 4
Other deferred credits and other liabilities1,307
 925
 8
 1
 50
 254
 51
 65
 14
Total operating lease liabilities$1,532
 $1,082
 $11
 $1
 $82
 $285
 $57
 $74
 $18
__________
(a)Exelon's and Generation's operating ROU assets and lease liabilities include $515 million and $664 million, respectively, related to contracted generation.
The weighted average remaining lease terms, in years, and discount rates for operating leases as of December 31, 2019 were as follows:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Remaining lease term10.1
 10.6
 4.6
 4.4
 5.4
 9.0
 9.8
 9.7
 4.7
Discount rate4.6% 4.8% 3.0% 3.2% 3.6% 4.2% 4.0% 4.0% 3.6%

Future minimum lease payments for operating leases as of December 31, 2019 were as follows:
YearExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
2020$287
 $203
 $3
 $
 $34
 $42
 $8
 $11
 $5
2021243
 162
 4
 1
 31
 41
 8
 11
 4
2022177
 113
 2
 
 16
 38
 8
 10
 4
2023145
 100
 1
 
 1
 37
 7
 9
 3
2024140
 97
 1
 
 
 35
 5
 9
 2
Remaining years976
 741
 1
 
 18
 153
 34
 41
 2
Total1,968
 1,416
 12
 1
 100
 346
 70
 91
 20
Interest436
 334
 1
 
 18
 61
 13
 17
 2
Total operating lease liabilities$1,532
 $1,082
 $11
 $1
 $82
 $285
 $57
 $74
 $18


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

Note 10 — Leases

Future minimum lease payments for operating leases under the prior lease accounting guidance as of December 31, 2018 were as follows:

 
Exelon(a)(b)
 
Generation(a)(b)
 
ComEd(a)(c)
 
PECO(a)(c)
 
BGE(a)(c)(d)(e)
 
PHI(a)
 
Pepco(a)
 
DPL(a)(c)
 
ACE(a)
2019$140
 $33
 $7
 $5
 $35
 $48
 $11
 $14
 $7
2020149
 46
 5
 5
 35
 46
 10
 13
 6
2021143
 46
 4
 5
 33
 43
 9
 12
 5
2022126
 47
 4
 5
 18
 42
 8
 12
 5
202397
 46
 3
 5
 3
 39
 8
 10
 4
Remaining years723
 545
 
 
 19
 159
 40
 35
 5
Total minimum future lease payments$1,378
 $763
 $23
 $25
 $143
 $377
 $86
 $96
 $32
__________
(a)Includes amounts related to shared use land arrangements.
(b)Excludes Generation’s contingent operating lease payments associated with contracted generation.
(c)Amounts related to certain real estate leases and railroad licenses effectively have indefinite payment periods. As a result, ComEd, PECO, BGE and DPL have excluded these payments from the remaining years as such amounts would not be meaningful. ComEd's, PECO’s, BGE’s and DPL's average annual obligation for these arrangements, included in each of the years 2019 - 2023, was $3 million, $5 million, $1 million and $1 million respectively. Also includes amounts related to shared use land arrangements.
(d)Includes all future lease payments on a 99-year real estate lease that expires in 2106.
(e)The BGE column above includes minimum future lease payments associated with a 6-year lease for the Baltimore City conduit system that became effective during the fourth quarter of 2016. BGE's total commitments under the lease agreement are $26 million, $28 million, $28 million and $14 million related to years 2019 - 2022, respectively.
Cash paid for amounts included in the AROmeasurement of lease liabilities for the year ended December 31, 2019 were partially offsetas follows:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Operating cash flows from operating leases$287
 $206
 $3
 $
 $33
 $37
 $9
 $6
 $5

ROU assets obtained in exchange for lease obligations for the year ended December 31, 2019 were as follows:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Operating leases$52
 $14
 $6
 $
 $2
 $(3) $(1) $(2) $(1)

Lessor
The Registrants have operating leases for which they are the lessors. The following tables outline the significant types of leases at each registrant and other terms and conditions of their lease agreements.
ExelonGenerationComEdPECOBGEPHIPepcoDPLACE
Contracted generation
Real estate
(in years)ExelonGenerationComEdPECOBGEPHIPepcoDPLACE
Remaining lease terms1-831-321-171-83231-131-612-131-2
Options to extend the term1-791-55-795-50N/A5N/AN/AN/A

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

Note 10 — Leases

The components of lease income for the year ended December 31, 2019 were as follows:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Operating lease income$54
 $47
 $
 $
 $
 $5
 $
 $4
 $
Variable lease income$261
 $258
 $
 $
 $
 $3
 $
 $3
 $

Future minimum lease payments to be recovered under operating leases as of December 31, 2019 were as follows:
YearExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
2020$51
 $46
 $
 $
 $
 $4
 $
 $3
 $
202151
 45
 
 
 
 4
 1
 3
 
202250
 45
 
 
 
 4
 
 3
 
202349
 44
 
 
 
 5
 
 4
 
202448
 44
 
 
 
 4
 
 4
 
Remaining years265
 226
 1
 3
 1
 34
 
 34
 
Total$514
 $450
 $1
 $3
 $1
 $55
 $1
 $51
 $��

11. Asset Impairments (Exelon, Generation and PHI)
The Registrants evaluate the carrying value of long-lived assets or asset groups for recoverability whenever events or changes in circumstances indicate that the carrying value of those assets may not be recoverable. Indicators of impairment may include a deteriorating business climate, including, but not limited to, declines in energy prices, condition of the asset, specific regulatory disallowance, or plans to dispose of a long-lived asset significantly before the end of its useful life. The Registrants determine if long-lived assets or asset groups are impaired by comparing the undiscounted expected future cash flows to the carrying value. When the undiscounted cash flow analysis indicates a $180long-lived asset or asset group is not recoverable, the amount of the impairment loss is determined by measuring the excess of the carrying amount of the long-lived asset or asset group over its fair value. The fair value analysis is primarily based on the income approach using significant unobservable inputs (Level 3) including revenue and generation forecasts, projected capital and maintenance expenditures and discount rates. A variation in the assumptions used could lead to a different conclusion regarding the recoverability of an asset or asset group and, thus, could potentially result in material future impairments of the Registrant's long-lived assets.
Equity Method Investments in Certain Distributed Energy Companies (Exelon and Generation)
In the third quarter of 2019, Generation’s equity method investments in certain distributed energy companies were fully impaired due to an other-than-temporary decline in market conditions and underperforming projects. Exelon and Generation recorded a pre-tax impairment charge of $164 million in Equity in losses of unconsolidated affiliates and an offsetting pre-tax $96 million in Net income attributable to noncontrolling interests in their Consolidated Statements of Operations and Comprehensive Income. As a result, Generation accelerated the amortization of investment tax credits associated with these companies and Exelon and Generation recorded a benefit of $46 million in Income taxes. The impairment charge and the accelerated amortization of investment tax credits resulted in a net $15 million decrease to Exelon’s and Generation’s earnings. See Note 22 — Variable Interest Entities for refinementsadditional information.
Antelope Valley Solar Facility (Exelon and Generation)
Generation’s Antelope Valley, a 242 MW solar facility in Lancaster, CA, sells all of its output to PG&E through a PPA. As of December 31, 2019, Generation had approximately $725 million of net long-lived assets related to Antelope Valley. As a result of the PG&E bankruptcy filing in the first quarter of 2019, Generation completed a comprehensive review of Antelope Valley's estimated fleet wide labor costs expectedundiscounted future cash flows and no impairment charge was recorded. Significant changes in assumptions such as the likelihood of the PPA being rejected as part of the bankruptcy proceedings could potentially result in future impairments of Antelope Valley’s net long-lived assets, which could be material.
Antelope Valley is a wholly owned indirect subsidiary of EGR IV, which had approximately $1,893 million of additional net long-lived assets as of December 31, 2019. EGR IV is a wholly owned indirect subsidiary of Exelon and Generation and includes Generation's interest in EGRP and other projects with non-controlling interests. To date, there have been no indicators to suggest that the carrying amount of other net long-lived assets of EGR IV may not be recoverable.
Generation will continue to monitor the bankruptcy proceedings for any changes in circumstances that may indicate the carrying amount of the net long-lived assets of Antelope Valley or other long-lived assets of EGR IV may not be recoverable.
See Note 16 — Debt and Credit Agreements for additional information on the PG&E bankruptcy.
New England Asset Group (Exelon and Generation)
During the first quarter of 2018, Mystic Unit 9 did not clear in the ISO-NE capacity auction for the 2021 - 2022 planning year. On March 29, 2018, Generation notified ISO-NE of the early retirement of its Mystic Generating Station's Units 7, 8, 9 and the Mystic Jet Unit (Mystic Generating Station assets) absent regulatory reforms. These events suggested that the carrying value of its New England asset group may be impaired. Generation completed a comprehensive review of the estimated undiscounted future cash flows of the New England asset group and no impairment charge was required. Further developments such as the failure of ISO-NE to adopt long-term solutions for reliability and fuel security could potentially result in material future impairments of the New England asset group. See Note 6 — Early Plant Retirements for additional information.
District of Columbia Sponsorship (Exelon and PHI)
In the third quarter of 2015, PHI entered into a sponsorship agreement with the District of Columbia for future sponsorship rights associated with public property within the District of Columbia, which Exelon and PHI had recorded as a finite-lived intangible asset as of December 31, 2016. The specific sponsorship rights were to be incurreddetermined through future negotiations. In the fourth quarter of 2017, based upon the lack of available sponsorship opportunities at that time, the asset was written off and a pre-tax impairment charge of $25 million was recorded within Operating and maintenance expense in Exelon’s and PHI's Consolidated Statements of Operations and Comprehensive Income.
ExGen Texas Power (Exelon and Generation)
On May 2, 2017, EGTP entered into a consent agreement with its lenders to initiate the sale of the assets of its wholly owned subsidiaries. As a result, Exelon and Generation classified certain of EGTP's assets and liabilities as held for sale at their respective fair values less costs to sell and recorded a pre-tax impairment charge in 2017 of $460 million within Operating and maintenance expense in their Consolidated Statements of Operations and Comprehensive Income. On November 7, 2017, EGTP and its wholly owned subsidiaries filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware and, as a result, Exelon and Generation deconsolidated EGTP's assets and liabilities from their consolidated financial statements. See Note 2 — Mergers, Acquisitions and Dispositions for additional information.
12. Intangible Assets (Exelon, Generation, ComEd, PHI, Pepco, DPL and ACE)
Goodwill
The following table presents the gross amount of goodwill, accumulated impairment loss and carrying amount of goodwill of Exelon, ComEd and PHI as of December 31, 2019 and 2018. There were no additions, impairments or measurement period adjustments during the years ended December 31, 2019 and 2018.
 Gross amount Accumulated impairment loss Carrying amount
Exelon$8,660
 $1,983
 $6,677
ComEd(a)
4,608
 1,983
 2,625
PHI(b)
4,005
 
 4,005

__________
(a)Reflects goodwill recorded in 2000 from the PECO/Unicom merger (predecessor parent company of ComEd).
(b)Reflects goodwill recorded in 2016 from the PHI merger.
Goodwill is not amortized, but is subject to an assessment for impairment at least annually, or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of ComEd's and PHI's reporting units below their carrying amounts. A reporting unit is an operating segment or one level below an operating segment (known as a component) and is the level at which goodwill is tested for impairment. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and its operating results are regularly reviewed by segment management. ComEd has a single operating segment. PHI's operating segments are Pepco, DPL and ACE. See Note 5 — Segment Information for additional information. There is no level below these operating segments for which operating results are regularly reviewed by segment management. Therefore, the ComEd, Pepco, DPL and ACE operating segments are also considered reporting units for goodwill impairment testing purposes. Exelon's and ComEd's $2.6 billion of goodwill has been assigned entirely to the ComEd reporting unit, while Exelon's and PHI's $4.0 billion of goodwill has been assigned to the Pepco, DPL and ACE reporting units in the amounts of $2.1 billion, $1.4 billion and $0.5 billion, respectively.
Entities assessing goodwill for impairment have the option of first performing a qualitative assessment to determine whether a quantitative assessment is necessary. As part of the qualitative assessments, Exelon, ComEd and PHI evaluate, among other things, management's best estimate of projected operating and capital cash flows for their businesses, outcomes of recent regulatory proceedings, changes in certain on-site personnel during decommissioningmarket conditions, including the discount rate and regulated utility peer EBITDA multiples, and the passing margin from their last quantitative assessments

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

Note 12 — Intangible Assets

performed. If an entity bypasses the qualitative assessment, a quantitative two-step, fair value-based test is performed. The first step compares the fair value of the reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the second step is performed. The second step requires an allocation of fair value to the individual assets and liabilities using purchase price allocation authoritative guidance in order to determine the implied fair value of goodwill.
Application of the goodwill impairment test requires management judgment, including the identification of reporting units and determining the fair value of the reporting unit, which management estimates using a weighted combination of a discounted cash flow analysis and a market multiples analysis. Significant assumptions used in these fair value analyses include discount and growth rates, utility sector market performance and transactions, projected operating and capital cash flows for ComEd's, Pepco's, DPL's and ACE's businesses and the fair value of debt. In applying the second step, if needed, management must estimate the fair value of specific assets and liabilities of the reporting unit.
2019 and 2018 Goodwill Impairment Assessment. ComEd and PHI qualitatively determined that it was more likely than not that the fair values of their reporting units exceeded their carrying values and, therefore, did not perform quantitative assessments as wellof November 1, 2019 and 2018 for ComEd and as of November 1, 2019 for PHI. The last quantitative assessments performed were as of November 1, 2016 for ComEd and November 1, 2018 for PHI.
PHI performed a quantitative test for its 2018 annual goodwill impairment assessment as of November 1, 2018. The first step of the test comparing the estimated fair values of the Pepco, DPL and ACE reporting units to their carrying values, including goodwill, indicated no impairments of goodwill; therefore, no second step was required.
While the annual assessments indicated no impairments, certain assumptions used to estimate reporting unit fair values are highly sensitive to changes. Adverse regulatory actions or changes in significant assumptions could potentially result in future impairments of Exelon's, ComEd's and PHI’s goodwill, which could be material. Based on the results of the last quantitative goodwill test performed, the estimated fair values of the ComEd, Pepco, DPL and ACE reporting units would have needed to decrease by more than 30%, 30%, 20% and 30%, respectively, for ComEd and PHI to fail the first step of their respective impairment tests.
Other Intangible Assets and Liabilities
Exelon’s, Generation’s, ComEd’s and PHI's other intangible assets and liabilities, included in Unamortized energy contract assets and liabilities and Other deferred debits and other assets in their Consolidated Balance Sheets, consisted of the following as of December 31, 2019 and 2018. The intangible assets and liabilities shown below are amortized on a straight line basis, except for unamortized energy contracts which are amortized in relation to the expected realization of the underlying cash flows:
  December 31, 2019 December 31, 2018
  Gross Accumulated Amortization Net Gross Accumulated Amortization Net
Generation     
     
Unamortized Energy Contracts 1,967
 (1,612) 355
 1,957
 (1,588) 369
Customer Relationships 343
 (190) 153
 325
 (162) 163
Trade Name 243
 (193) 50
 243
 (171) 72
ComEd     
     
Chicago Settlement Agreements 162
 (155) 7
 162
 (148) 14
PHI     
     
Unamortized Energy Contracts (1,515) 1,073
 (442) (1,515) 954
 (561)
Exelon Corporate            
Software License 95
 (44) 51
 95
 (34) 61
Exelon $1,295
 $(1,121) $174
 $1,267
 $(1,149) $118



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

Note 12 — Intangible Assets

The following table summarizes the amortization expense related to intangible assets and liabilities for each of the years ended December 31, 2019, 2018 and 2017:
For the Years Ended December 31, 
Exelon (a)(b)
 
Generation (a)
 ComEd 
PHI(b)
2019 $(28) $74
 $7
 $(119)
2018 (109) 63
 7
 (188)
2017 (237) 83
 7
 (336)
__________
(a)At Exelon and Generation, amortization of unamortized energy contracts totaling $21 million, $14 million and $35 million for the years ended December 31, 2019, 2018 and 2017, respectively, was recorded in Operating revenues or Purchased power and fuel expense in their Consolidated Statements of Operations and Comprehensive Income.
(b)At Exelon and PHI, amortization of the unamortized energy contract fair value adjustment amounts and the corresponding offsetting regulatory asset and liability amounts are amortized through Purchased power and fuel expense in their Consolidated Statements of Operations and Comprehensive Income.

The following table summarizes the estimated future amortization expense related to intangible assets and liabilities as of December 31, 2019:
For the Years Ending December 31, Exelon Generation ComEd PHI
2020 $(13) $85
 $7
 $(115)
2021 2
 84
 
 (92)
2022 (21) 58
 
 (89)
2023 (18) 53
 
 (81)
2024 22
 50
 
 (38)

Renewable Energy Credits (Exelon and Generation)
Exelon’s and Generation’s RECs are included in Other current assets and Other deferred debits and other assets in the Consolidated Balance Sheets. Purchased RECs are recorded at cost on the date they are purchased. The cost of RECs purchased on a stand-alone basis is based on the transaction price, while the cost of RECs acquired through PPAs represents the difference between the total contract price and the market price of energy at contract inception. Generally, revenue for RECs that are sold to a counterparty under a contract that specifically identifies a power plant is recognized at a point in time when the power is produced. This includes both bundled and unbundled REC sales. Otherwise, the revenue is recognized upon physical transfer of the REC to the customer.
The following table presents the current and noncurrent Renewable Energy Credits as of December 31, 2019 and 2018:
 As of December 31, 2019 As of December 31, 2018
 Exelon Generation Exelon Generation
Current REC's345
 336
 279
 270
Noncurrent REC's86
 86
 52
 52


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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 13 — Income Taxes

13. Income Taxes (All Registrants)
Components of Income Tax Expense or Benefit
Income tax expense (benefit) from continuing operations is comprised of the following components:
 For the Year Ended December 31, 2019
  Exelon  Generation ComEd PECO BGE PHI Pepco DPL ACE
Included in operations:                 
Federal                 
Current$85
 $147
 $59
 $45
 $(51) $43
 $16
 $29
 $(3)
Deferred489
 346
 15
 20
 95
 (34) (6) (21) (6)
Investment tax credit amortization(72) (69) (2) 
 
 (1) 
 
 
State                 
Current5
 10
 (5) 
 
 3
 
 
 
Deferred267
 82
 96
 
 35
 27
 6
 14
 9
Total$774
 $516
 $163
 $65
 $79
 $38
 $16
 $22
 $
 For the Year Ended December 31, 2018
  Exelon  Generation ComEd PECO BGE PHI Pepco DPL ACE
Included in operations:                 
Federal                 
Current$226
 $337
 $(63) $11
 $(5) $(4) $28
 $(3) $(14)
Deferred(99) (347) 145
 10
 47
 23
 (22) 13
 18
Investment tax credit amortization(24) (21) (2) 
 
 (1) 
 
 
State                 
Current(1) 6
 (29) 1
 
 7
 
 
 
Deferred16
 (83) 117
 (16) 32
 8
 5
 12
 8
Total$118
 $(108) $168
 $6
 $74
 $33
 $11
 $22
 $12
 For the Year Ended December 31, 2017
  Exelon  Generation ComEd PECO BGE PHI Pepco DPL ACE
Included in operations:                 
Federal                 
Current$194
 $584
 $(191) $71
 $74
 $(60) $(20) $(24) $(12)
Deferred(470) (2,005) 523
 28
 101
 251
 115
 82
 34
Investment tax credit amortization(25) (21) (2) 
 (1) (1) 
 
 
State                
Current14
 65
 (49) 14
 (5) (4) (2) 
 
Deferred161
 1
 136
 (9) 49
 31
 12
 13
 4
Total$(126) $(1,376) $417
 $104
 $218
 $217
 $105
 $71
 $26


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

Note 13 — Income Taxes

Rate Reconciliation
The effective income tax rate from continuing operations varies from the U.S. federal statutory rate principally due to the following:
 For the Year Ended December 31, 2019
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
U.S. Federal statutory rate21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 %
Increase (decrease) due to:                 
State income taxes, net of Federal income tax benefit5.4
 3.8
 8.5
 
 6.4
 4.7
 2.0
 6.8
 7.0
Qualified NDT fund income5.9
 12.3
 
 
 
 
 
 
 
Amortization of investment tax credit, including deferred taxes on basis difference(1.5) (3.0) (0.2) 
 (0.1) (0.2) (0.1) (0.2) (0.3)
Plant basis differences(1.4) 
 
 (7.2) (1.2) (1.2) (1.8) (0.4) (0.7)
Production tax credits and other credits(3.1) (4.8) (1.2) 
 (1.3) (0.2) (0.1) 
 (0.1)
Noncontrolling interests(0.6) (1.2) 
 
 
 
 
 
 
Excess deferred tax amortization(5.5) 
 (9.7) (2.8) (6.8) (17.5) (15.1) (14.2) (27.0)
Other(0.8) (1.2) 0.8
 
 
 0.8
 0.3
 
 0.1
Effective income tax rate19.4 % 26.9 % 19.2 % 11.0 % 18.0 % 7.4 % 6.2 % 13.0 %  %
 For the Year Ended December 31, 2018
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
U.S. Federal statutory rate21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 %
Increase (decrease) due to:                 
State income taxes, net of Federal income tax benefit0.5
 (16.6) 8.3
 (2.6) 6.6
 2.9
 2.0
 6.7
 7.4
Qualified NDT fund income(1.9) (11.8) 
 
 
 
 
 
 
Amortization of investment tax credit, including deferred taxes on basis difference(1.2) (6.5) (0.2) (0.1) (0.1) (0.2) (0.1) (0.3) (0.4)
Plant basis differences(3.5) 
 (0.2) (14.1) (1.3) (1.6) (2.8) (0.3) (0.5)
Production tax credits and other credits(2.2) (13.5) 
 
 
 
 
 
 
Noncontrolling interests(1.0) (6.1) 
 
 
 
 
 
 
Excess deferred tax amortization(8.3) 
 (9.1) (3.2) (8.0) (14.8) (15.3) (12.0) (14.9)
Tax Cuts and Jobs Act of 20170.9
 2.7
 (0.1) 
 
 0.1
 
 
 
Other1.0
 1.3
 0.5
 0.3
 0.9
 0.4
 0.3
 0.4
 1.2
Effective income tax rate5.3 % (29.5)% 20.2 % 1.3 % 19.1 % 7.8 % 5.1 % 15.5 % 13.8 %

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Note 13 — Income Taxes

 For the Year Ended December 31, 2017
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
U.S. Federal statutory rate35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 %
Increase (decrease) due to:                 
State income taxes, net of Federal income tax benefit2.2
 2.9
 5.7
 0.6
 5.4
 4.8
 3.1
 5.4
 5.6
Qualified NDT fund income3.8
 9.9
 
 
 
 
 
 
 
Amortization of investment tax credit, including deferred taxes on basis difference(0.9) (2.1) (0.2) (0.1) (0.1) (0.2) (0.1) (0.2) (0.4)
Plant basis differences(a)
(1.7) 
 0.3
 (13.8) 0.1
 1.1
 (0.4) 2.0
 3.6
Production tax credits and other credits(1.8) (4.7) 
 
 
 
 
 
 
Like-kind exchange(1.2) 
 1.3
 
 
 
 
 
 
Merger expenses(3.6) (1.2) 
 
 
 (9.6) (6.4) (7.8) (19.8)
FitzPatrick bargain purchase gain(2.2) (5.6) 
 
 
 
 
 
 
Tax Cuts and Jobs Act of 2017(b)
(33.1) (128.3) 0.1
 (2.3) 0.9
 6.4
 2.8
 2.5
 1.6
Other0.2
 (0.5) 0.2
 (0.1) 0.2
 0.5
 0.7
 0.1
 (0.4)
Effective income tax rate(3.3)% (94.6)% 42.4 % 19.3 % 41.5 %
38.0 % 34.7 %
37.0 %
25.2 %

__________
(a)Includes the charges related to the transmission-related income tax regulatory asset for Exelon, ComEd, BGE, PHI, Pepco, DPL and ACE of $35 million, $3 million, $5 million, $27 million, $14 million, $6 million and $7 million, respectively. See Note 3 - Regulatory Matters for additional information.
(b)As a result of TCJA, Generation recorded a net decrease to income tax expense, while the Utility Registrants recorded corresponding regulatory liabilities or assets to the extent such amounts are probable of settlement or recovery through customer rates and an adjustment to income tax expense for all other amounts.

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Note 13 — Income Taxes

Tax Differences and Carryforwards
The tax effects of temporary differences and carryforwards, which give rise to significant portions of the deferred tax assets (liabilities), as of December 31, 2019 and 2018 are presented below:
 As of December 31, 2019
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Plant basis differences$(13,413) $(2,814) $(4,197) $(1,978) $(1,578) $(2,681) $(1,204) $(753) $(687)
Accrual based contracts61
 (43) 
 
 
 104
 
 
 
Derivatives and other financial instruments165
 88
 84
 
 
 2
 
 
 
Deferred pension and postretirement obligation1,504
 (220) (270) (28) (28) (89) (75) (42) (10)
Nuclear decommissioning activities(503) (503) 
 
 
 
 
 
 
Deferred debt refinancing costs183
 20
 (7) 
 (3) 142
 (3) (2) (1)
Regulatory assets and liabilities(884) 
 183
 (169) 157
 (10) 55
 88
 77
Tax loss carryforward240
 55
 
 25
 49
 93
 13
 44
 31
Tax credit carryforward892
 897
 
 
 
 
 
 
 
Investment in partnerships(830) (808) 
 
 
 
 
 
 
Other, net926
 236
 196
 70
 10
 181
 85
 12
 16
Deferred income tax liabilities (net)$(11,659) $(3,092) $(4,011) $(2,080) $(1,393)
$(2,258)
$(1,129)
$(653)
$(574)
Unamortized investment tax credits(668) (648) (10) (1) (3) (7) (2) (2) (3)
Total deferred income tax liabilities (net) and
unamortized investment tax credits
$(12,327) $(3,740) $(4,021) $(2,081) $(1,396)
$(2,265)
$(1,131)
$(655)
$(577)

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Note 13 — Income Taxes

 As of December 31, 2018
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Plant basis differences$(12,533) $(2,495) $(4,059) $(1,862) $(1,399) $(2,577) $(1,148) $(743) $(645)
Accrual based contracts117
 (44) 
 
 
 161
 
 
 
Derivatives and other financial instruments89
 35
 69
 
 
 3
 
 
 
Deferred pension and postretirement obligation1,435
 (188) (255) (26) (26) (102) (78) (46) (14)
Nuclear decommissioning activities(351) (351) 
 
 
 
 
 
 
Deferred debt refinancing costs234
 23
 (7) 
 (3) 187
 (4) (2) (1)
Regulatory assets and liabilities(740) 
 300
 (129) 172
 (81) 67
 96
 83
Tax loss carryforward237
 78
 
 18
 25
 96
 12
 52
 26
Tax credit carryforward811
 816
 
 
 
 
 
 
 
Investment in partnerships(797) (775) 
 
 
 
 
 
 
Other, net934
 239
 151
 67
 12
 196
 98
 17
 19
Deferred income tax liabilities (net)$(10,564) $(2,662) $(3,801) $(1,932) $(1,219)
$(2,117)
$(1,053)
$(626)
$(532)
Unamortized investment tax credits(724) (700) (12) (1) (3) (8) (2) (2) (3)
Total deferred income tax liabilities (net) and
unamortized investment tax credits
$(11,288) $(3,362) $(3,813) $(1,933) $(1,222)
$(2,125)
$(1,055)
$(628)
$(535)

The following table provides Exelon’s, Generation’s, PECO’s, BGE’s, PHI’s, Pepco’s, DPL’s and ACE’s carryforwards, which are presented on a post-apportioned basis, and any corresponding valuation allowances as of December 31, 2019. ComEd does not have net operating losses or credit carryforwards for the year ended December 31, 2019.
 Exelon Generation PECO BGE PHI Pepco DPL ACE
Federal               
Federal general business credits carryforwards(a)
$891
 $897

$

$
 $
 $
 $
 $
State               
State net operating losses3,986
 1,142
 312
 762
 1,360
 202
 654
 438
Deferred taxes on state tax attributes (net)264
 78
 25
 50
 93
 13
 44
 31
Valuation allowance on state tax attributes26
 24
 
 1
 
 
 
 
Year in which net operating loss or credit carryforwards will begin to expire2025
 2029
 2031
 2026
 2028
 2028
 2030
 2031
__________
(a)Exelon's and Generation's federal general business credit carryforwards will begin expiring in 2034.
Tabular Reconciliation of Unrecognized Tax Benefits
The following table presents changes in unrecognized tax benefits, by Registrant.

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Note 13 — Income Taxes

 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Balance at January 1, 2017$916
 $490
 $(12) $
 $120

$172

$80

$37

$22
Increases based on tax positions prior to 201728
 
 14
 
 
 14
 
 
 14
Decreases based on tax positions prior to 2017(a)
(196) (17) 
 
 
 (61) (21) (16) (22)
Decrease from settlements with taxing authorities(5) (5) 
 
 
 
 
 
 
Balance at December 31, 2017743
 468
 2
 
 120
 125
 59
 21
 14
Change to positions that only affect timing15
 15
 
 
 
 
 
 
 
Increases based on tax positions prior to 201830
 21
 
 
 
 8
 7
 1
 
Decreases based on tax positions prior to 2018(b)
(251) (36) 
 
 (120) (88) (66) (22) 
Decrease from settlements with taxing authorities(53) (53) 
 
 
 
 
 
 
Decreases from expiration of statute of limitations(7) (7) 
 
 
 
 
 
 
Balance at December 31, 2018477
 408
 2
 
 
 45
 
 
 14
Change to positions that only affect timing26
 12
 3
 1
 4
 3
 2
 1
 
Increases based on tax positions related to 20192
 1
 
 
 
 
 
 
 
Increases based on tax positions prior to 201934
 19
 3
 2
 3
 
 
 
 
Decreases based on tax positions prior to 2019(3) (3) 
 
 
 
 
 
 
Decrease from settlements with taxing authorities(29) 4
 (2) 
 
 
 
 
 
Balance at December 31, 2019$507
 $441
 $6
 $3
 $7
 $48
 $2
 $1
 $14

__________
(a)Exelon established a liability for an uncertain tax position associated with the tax deductibility of certain merger commitments incurred by Exelon in connection with the acquisitions of Constellation and PHI. In 2017, as a part of its examination of Exelon's return, the IRS National Office issued guidance concurring with Exelon's position that the merger commitments were deductible. As a result, Exelon, Generation, PHI, Pepco, DPL, and ACE decreased their liability for unrecognized tax benefits by $146 million, $19 million, $59 million, $21 million, $16 million and $22 million, respectively, resulting in a benefit to Income taxes on Exelon's, Generation's, PHI's, Pepco's, DPL's, and ACE's Consolidated Statements of Operations and Comprehensive Income and corresponding decreases in their effective tax rates.
(b)Exelon, Generation, BGE, PHI, Pepco, and DPL decreased their unrecognized state tax benefits primarily due to the receipt of favorable guidance with respect to the deductibility of certain depreciable fixed assets. The recognition of the tax benefits related to BGE, PHI, Pepco, and DPL was offset by corresponding regulatory liabilities and that portion had no immediate impact to their effective tax rate.
Like-Kind Exchange
In 2016, the Tax Court held that Exelon was not entitled to defer a gain on its 1999 like-kind exchange transaction. In addition to the tax and interest related to the gain deferral, the Tax Court also ruled that Exelon was liable for penalties and interest on the penalties. Exelon had fully paid the amounts assessed resulting from updatesthe Tax Court decision in 2017. In September 2017, Exelon appealed the Tax Court decision to the cost studiesU.S. Court of Clinton, Quad CitiesAppeals for the Seventh Circuit. In October 2018, the U.S. Court of Appeals for the Seventh Circuit affirmed the Tax Court’s decision. Exelon filed a petition seeking rehearing of the Seventh Circuit’s decision, but the Seventh Circuit denied that petition in December 2018.  In the first quarter of 2019, Exelon elected not to seek a further review by the U.S. Supreme

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Note 13 — Income Taxes

Court. As a result, Exelon's and Dresden.ComEd's unrecognized tax benefits decreased by approximately $33 million and $2 million, respectively, in the first quarter of 2019.
Recognition of unrecognized tax benefits
The following table presents Exelon's, Generation's and PHI's unrecognized tax benefits that, if recognized, would decrease the effective tax rate. ComEd's, PECO's, BGE's, Pepco's, DPL's and ACE's amounts are not material.
 Exelon Generation 
PHI(a)
December 31, 2019$462
 $429
 $32
December 31, 2018463
 408
 31
December 31, 2017523
 461
 32
__________
(a)PHI has $21 million of unrecognized state tax benefits that, if recognized, $14 million would be in the form of a net operating loss carryforward, which is expected to require a full valuation allowance based on present circumstances.
The following table presents Exelon's, BGE's, PHI's, Pepco's, DPL's and ACE’s unrecognized tax benefits that, if recognized, may be included in future base rates and that portion would have no impact to the effective tax rate. ComEd's and PECO's amounts are not material.
 Exelon BGE PHI Pepco DPL ACE
December 31, 2019$19
 $1
 $14
 $
 $
 $14
December 31, 201814
 
 14
 
 
 14
December 31, 2017214
 120
 94
 59
 21
 14

Reasonably possible the total amount of unrecognized tax benefits could significantly increase or decrease within 12 months after the reporting date
Settlement of Income Tax Audits, Refund Claims, and Litigation
The following table represents Exelon's, Generation's and ACE's unrecognized federal and state tax benefits that could significantly decrease within the 12 months after the reporting date as a result of completing audits, potential settlements, refund claims, and the outcomes of pending court cases as of December 31, 2019. ComEd's, PECO's, BGE's, PHI's, Pepco's and DPL's amounts are not material.
Exelon(a)
 
Generation(a)
 
ACE(b)
$425
 $411
 $14
__________
(a)Exelon and Generation have $411 million that, if recognized, would decrease the effective tax rate.
(b)The unrecognized tax benefit related to ACE, if recognized, may be included in future base rates and that portion would have no impact to the effective tax rate.
Total amounts of interest and penalties recognized
The following table represents the net interest and penalties receivable (payable) related to tax positions reflected in Exelon's Consolidated Balance Sheets. Generation's and the Utility Registrants' amounts are not material.
Net interest and penalties receivable as ofExelon
December 31, 2019$318
December 31, 2018219


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Note 13 — Income Taxes

The Registrants did not record material interest and penalty expense related to tax positions reflected in their Consolidated Balance Sheets. Interest expense and penalty expense are recorded in Interest expense, net and Other, net, respectively, in Other income and deductions in the Registrants' Consolidated Statements of Operations and Comprehensive Income.
Description of tax years open to assessment by major jurisdiction
Major JurisdictionOpen YearsRegistrants Impacted
Federal consolidated income tax returns2002-2018All Registrants
PHI Holdings and subsidiaries consolidated federal income tax returns2016Exelon, Generation, PHI, Pepco, DPL, ACE
Delaware separate corporate income tax returnsSame as federalDPL
District of Columbia combined corporate income tax returns2016-2018Exelon, PHI, Pepco
Illinois unitary corporate income tax returns2010-2018Exelon, Generation, ComEd
Maryland separate company corporate net income tax returnsSame as federalBGE, Pepco, DPL
New Jersey separate corporate income tax returns2013-2018Exelon, Generation
New Jersey separate corporate income tax returns2014-2018ACE
New York combined corporate income tax returns2010-March 2012Exelon, Generation
New York combined corporate income tax returns2011-2018Exelon, Generation
Pennsylvania separate corporate income tax returns2011-2018Exelon, Generation
Pennsylvania separate corporate income tax returns2016-2018PECO

Other Tax Matters
Federal Income Tax Law Changes
On December 22, 2017, President Trump signed the TCJA into law. Pursuant to the enactment of the TCJA, the Registrants remeasured their existing deferred income tax balances as of December 31, 2017 to reflect the decrease in the corporate income tax rate from 35% to 21%, which resulted in a material decrease to their net deferred income tax liability balances as shown in the table below. Generation recorded a corresponding net decrease to income tax expense, while the Utility Registrants recorded corresponding regulatory liabilities or assets to the extent such amounts are probable of settlement or recovery through customer rates and an adjustment to income tax expense for all other amounts.
The one-time impacts recorded by the Registrants to remeasure their deferred income tax balances at the 21% corporate federal income tax rate as of December 31, 2017 are presented below:
 
Exelon(b)
 Generation ComEd 
PECO(c)
 BGE PHI Pepco DPL ACE
Net Decrease to Deferred Income Tax Liability Balances

$8,624 $1,895 $2,819 $1,407 $1,120 $1,944 $968 $540 $456
Net Increase to Regulatory Liabilities Recorded(a)
7,315 N/A 2,818 1,394 1,124 1,979 976 545 458
Net Deferred Income Tax Benefit/(Expense) Recorded$1,309 $1,895 $1 $13 $(4) $(35) $(8) $(5) $(2)
__________
(a)Reflects the net regulatory liabilities recorded on a pre-tax basis before taking into consideration the income tax benefits associated with the ultimate settlement with customers.
(b)Amounts do not sum across due to deferred tax adjustments recorded at the Exelon Corporation parent company, primarily related to certain employee compensation plans.
(c)Given the regulatory treatment of income tax benefits related to electric and gas distribution repairs, PECO remained in an overall net regulatory asset position as of December 31, 2017 after recording the impacts related to the TCJA.

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

Note 13 — Income Taxes

NDT Funds
NDT funds have been established for each generation station unit to satisfy Generation’s nuclear decommissioning obligations. Generally, NDT funds established for a particular unit may not be used to fund the decommissioning obligations of any other unit.
The NDT funds associated with Generation's nuclear units have been funded with amounts collected from the previous owners and their respective utility customers. PECO is authorized to collect funds, in revenues, for decommissioning the former PECO nuclear plants through regulated rates, and these collections are scheduled through the operating lives of the former PECO plants. The amounts collected from PECO customers are remitted to Generation and deposited into the NDT funds for the unit for which funds are collected. Every five years, PECO files a rate adjustment with the PAPUC that reflects PECO’s calculations of the estimated amount needed to decommission each of the former PECO units based on updated fund balances and estimated decommissioning costs. The rate adjustment is used to determine the amount collectible from PECO customers. On March 31, 2017, PECO filed its Nuclear Decommissioning Cost Adjustment with the PAPUC proposing an annual recovery from customers of approximately $4 million. This amount reflects a decrease from the previously approved annual collection of approximately $24 million primarily due to the removal of the collections for Limerick Units 1 and 2 as a result of the NRC approving the extension of the operating licenses for an additional 20 years. On August 8, 2017, the PAPUC approved the filing and the new rates became effective January 1, 2018.
Any shortfall of funds necessary for decommissioning, determined for each generating station unit, is ultimately required to be funded by Generation, with the exception of a shortfall for the current decommissioning activities at Zion Station, where certain decommissioning activities have been transferred to a third-party (see Zion Station Decommissioning below) and the CENG units, where any shortfall is required to be funded by both Generation and EDF. Generation, through PECO, has recourse to collect additional amounts from PECO customers related to a shortfall of NDT funds for the former PECO units, subject to certain limitations and thresholds, as prescribed by an order from the PAPUC. Generally, PECO, and likewise Generation will not be allowed to collect amounts associated with the first $50 million of any shortfall of trust funds compared to decommissioning costs, as well as 5% of any additional shortfalls, on an aggregate basis for all former PECO units. The initial $50 million and up to 5% of any additional shortfalls would be borne by Generation. No recourse exists to collect additional amounts from utility customers for any of Generation's other nuclear units. With respect to the former ComEd and PECO units, any funds remaining in the NDTs after all decommissioning has been completed are required to be refunded to ComEd’s or PECO’s customers, subject to certain limitations that allow sharing of excess funds with Generation related to the former PECO units. With respect to Generation's other nuclear units, Generation retains any funds remaining after decommissioning. However, in connection with CENG's acquisition of the Nine Mile Point and Ginna plants

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Note 9 — Asset Retirement Obligations

and settlements with certain regulatory agencies, CENG is subject to certain conditions pertaining to NDT funds that, if met, could possibly result in obligations to make payments to certain third parties (clawbacks). For Nine Mile Point and Ginna, the clawback provisions are triggered only in the event that the required decommissioning activities are discontinued or not started or completed in a timely manner. In the event that the clawback provisions are triggered for Nine Mile Point, then, depending upon the triggering event, an amount equal to 50% of the total amount withdrawn from the funds for non-decommissioning activities or 50% of any excess funds in the trust funds above the amounts required for decommissioning (including spent fuel management and decommissioning) is to be paid to the Nine Mile Point sellers. In the event that the clawback provisions are triggered for Ginna, then an amount equal to any estimated cost savings realized by not completing any of the required decommissioning activities is to be paid to the Ginna sellers. Generation expects to comply with applicable regulations and timely commence and complete all required decommissioning activities.
At December 31, 20182019 and 2017,2018, Exelon and Generation had NDT funds totaling $12,695$13,353 millionand $13,349$12,695 million, respectively. Included within theThe NDT funds included $890 million at December 31, 2018, balance is the $890 million reclassification ofrelated to Oyster Creek NDT funds which were classified as Assets held for sale in Exelon's and Generation's Consolidated Balance Sheets. See Note 52 — Mergers, Acquisitions and Dispositions for additional information regarding the announced pending sale of Oyster Creek.information. The NDT funds include $144$163 million and $77$144 million for the current portion of the NDT at December 31, 20182019 and 2017,2018, respectively, which are included in Other current assets in Exelon's and Generation's Consolidated

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Balance Sheets. See Note 11—Fair Value of23 — Supplemental Financial Assets and LiabilitiesInformation for additional information related toon activities of the NDT funds.
The following table provides unrealized (losses) gains on NDT funds of Exelon and Generation for the years ended 2018, 2017 and 2016:
 2018 2017 2016
Net unrealized (losses) gains on NDT funds—Regulatory Agreement Units (a)
$(715) $455
 $216
Net unrealized (losses) gains on NDT funds—Non-Regulatory Agreement Units (b)
(483) 521
 194
__________
(a)Net unrealized (losses) gains related to Generation’s NDT funds associated with Regulatory Agreement Units are included in Regulatory liabilities in Exelon’s Consolidated Balance Sheets and Noncurrent payables to affiliates in Generation’s Consolidated Balance Sheets.
(b)Net unrealized (losses) gains related to Generation’s NDT funds with Non-Regulatory Agreement Units are included within Other, net in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income.
Realized earnings, including interest and dividends on the NDT funds, for the non-Regulatory Agreement Units investments are recognized when earned and are included in Other, net in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income whereas the Regulatory Agreement Units are eliminated within Other, net.
Accounting Implications of the Regulatory Agreements with ComEd and PECO
Based on the regulatory agreements with the ICC and PAPUC that dictate Generation’s obligations related to the shortfall or excess of NDT funds necessary for decommissioning the former ComEd units on a unit-by-unit basis and the former PECO units in total, decommissioning-related activities net of applicable taxes, including realized and unrealized gains and losses on the NDT funds and accretion of the decommissioning obligation, are generally offset within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. For the former ComEd units, decommissioning-related activities are generally offset within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income as long as the NDT funds are expected to exceed the total estimated decommissioning obligation. For the former PECO units, decommissioning-related activities are generally offset within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income regardless of whether the NDT funds are expected to exceed or fall short of the total estimated decommissioning obligation. The offset of decommissioning-related activities within the Consolidated Statement of Operations and Comprehensive Income results in an equal adjustment to the noncurrent payables to affiliates at Generation. ComEd and PECO have recorded an equal noncurrent affiliate receivable from Generation and corresponding regulatory liability.
Should the expected value of the NDT fund for any former ComEd unit fall below the amount of the expected decommissioning obligation for that unit, the accounting to offset decommissioning-related activities in the Consolidated Statement of Operations and Comprehensive Income for that unit would be discontinued, the decommissioning-related activities would be recognized in the Consolidated Statements of Operations and Comprehensive Income and the adverse impact to Exelon’s and Generation’s financial statements could be material. As of December 31, 2018,2019, the NDT funds of each of the former ComEd units, except for Zion (see Zion Station Decommissioning below), are expected to exceed the related decommissioning obligation for each of the units. For the purposes of making this determination, the decommissioning obligation referred to is different, as described below, from the calculation used in the NRC minimum funding obligation filings based on NRC guidelines.
Any changes to the PECO regulatory agreements could impact Exelon’s and Generation’s ability to offset decommissioning-related activities within the Consolidated Statement of Operations and Comprehensive Income, and the impact to Exelon’s and Generation’s financial statements could be material.
The decommissioning-related activities related to the Non-Regulatory Agreement Units are reflected in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income.
See Note 4—3 — Regulatory Matters and Note 25—24 — Related Party Transactions for additional information regarding regulatory liabilities at ComEd and PECO and intercompany balances between Generation, ComEd and PECO

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

reflecting the obligation to refund to customers any decommissioning-related assets in excess of the related decommissioning obligations.

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Note 9 — Asset Retirement Obligations

Zion Station Decommissioning
In 2010, Generation completed an Asset Sale Agreement (ASA) under which ZionSolutions assumed responsibility for decommissioning Zion Station and Generation transferred to ZionSolutions substantially all the Zion Station’s assets, including the related NDT funds. Pursuant toTo reduce the ASA,risk of default by ZionSolutions, will periodically request reimbursement, subject to certain restrictions, from the Zion Station-related NDT funds for costs incurred related to its decommissioning efforts at Zion Station. As the transferEnergySolutions has provided a $25 million letter of the Zion Station assets did not qualify for asset sale accounting treatment, the related NDT funds were reclassified as pledged assets for Zion Station decommissioning, which are recorded within Other current assets within Generation’s and Exelon’s Consolidated Balance Sheets and will continuecredit to be measuredused to fund decommissioning costs in the same manner as prior toevent the completion of the transaction,NDT assets are insufficient. EnergySolutions and the transferred ARO for decommissioning was replaced withits parent company have also provided a payable for Zion Station decommissioning, which is recorded in Other current liabilities in Exelon’s and Generation’s Consolidated Balance Sheets. Changes in the value of the Zion Station NDT fund assets, net of applicable taxes, are recorded as a change in the payable to ZionSolutions. At no point will the payable to ZionSolutions exceed the project budget of the costs remaining to decommission Zion Station.performance guarantee.
Generation has retained its obligation for the SNF. Following ZionSolutions' completion of its contractual obligations and transfer of the NRC license to Generation, Generation will store the SNF at Zion Station until it is transferred to the DOE for ultimate disposal, and will complete all remaining decommissioning activities associated with the SNF dry storage facility.
Generation has a liability of $120 million, which is included withinhad retained its obligation for the nuclear decommissioning ARO at December 31, 2018. Generation also has retainedSNF as well as certain NDT assets to fund its obligation to maintain the SNF at Zion Station until transfer to the DOE and to complete all remaining decommissioning activities for the SNF storage facility. Any shortage of funds necessary to maintain the SNF and decommission the SNF storage facility is ultimately required to be funded by Generation. Any Zion Station NDT funds remaining after the completion of all decommissioning activities will be returned to ComEd customers in accordance with the applicable orders.
The following table provides Exelon's and Generation's pledged assets and payables to ZionSolutions, and withdrawals by ZionSolutions at December 31, 2018 and 2017:
 2018 2017
Carrying value of Zion Station pledged assets$9
 $39
Current payable to ZionSolutions (a)
9
 37
Cumulative withdrawals by ZionSolutions to pay decommissioning costs (b)
965 942
_______
(a)Included in Other current liabilities within Exelon's and Generation's Consolidated Balance Sheets. Excludes a liability recorded within Exelon’s and Generation’s Consolidated Balance Sheets related to the tax obligation on the unrealized gains and losses associated with the Zion Station NDT funds. The NDT funds will be utilized to satisfy the tax obligations as gains and losses are realized.
(b)Includes project expenses to decommission Zion Station and estimated tax payments on Zion Station NDT fund earnings.
ZionSolutions leased the land associated with Zion Station from Generation pursuant to a Lease Agreement. Under the Lease Agreement, ZionSolutions has committed to complete the required decommissioning work according to an established schedule and constructed a dry cask storage facility on the land and has loaded the SNF from the SNF pools onto the dry cask storage facility at Zion Station. Rent payable under the Lease Agreement is $1.00 per year, although the Lease Agreement requires ZionSolutions to pay property taxes associated with Zion Station and penalty rents may accrue if there are unexcused delays in the progress of decommissioning work at Zion Station or the construction of the dry cask SNF storage facility. To reduce the risk of default by ZionSolutions, EnergySolutions provided a $200 million letter of credit to be used to fund decommissioning costs in the event the NDT assets are insufficient. In accordance with the terms of the ASA, the letter of credit was reduced to $45 millionin May 2018 due to the completion of key decommissioning milestones. EnergySolutions and its parent company have also provided a performance guarantee and EnergySolutions has entered into other agreements that will provide rights and remedies for Generation and the NRC in the case of other specified events of default, including a special purpose easement for disposal capacity at the EnergySolutions site in Clive, Utah, for all LLRW volume of Zion Station.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

NRC Minimum Funding Requirements
NRC regulations require that licensees of nuclear generating facilities demonstrate reasonable assurance that funds will be available in specified minimum amounts to decommission the facility at the end of its life. The estimated decommissioning obligations as calculated using the NRC methodology differ from the ARO recorded in Generation’s and Exelon’s Consolidated Balance Sheets primarily due to differences in the type of costs included in the estimates, the basis for estimating such costs, and assumptions regarding the decommissioning alternatives to be used, potential license renewals, decommissioning cost escalation, and the growth rate in the NDT funds. Under NRC regulations, if the minimum funding requirements calculated under the NRC methodology are less than the future value of the NDT funds, also calculated under the NRC methodology, then the NRC requires either further funding or other financial guarantees.
Key assumptions used in the minimum funding calculation using the NRC methodology at December 31, 20182019 include: (1) consideration of costs only for the removal of radiological contamination at each unit; (2) the option on a unit-by-unit basis to use generic, non-site specific cost estimates; (3) consideration of only one decommissioning scenario for each unit; (4) the plants cease operation at the end of their current license lives (with no assumed license renewals for those units that have not already received renewals and with an assumed end-of-operations date of 2019 for TMI)renewals); (5) the assumption of current nominal dollar cost estimates that are neither escalated through the anticipated period of decommissioning, nor discounted using the CARFR; and (6) assumed annual after-tax returns on the NDT funds of 2% (3% for the former PECO units, as specified by the PAPUC).
In contrast, the key criteria and assumptions used by Generation to determine the ARO and to forecast the target growth in the NDT funds at December 31, 20182019 include: (1) the use of site specific cost estimates that are updated at least once every five years; (2) the inclusion in the ARO estimate of all legally unavoidable costs required to decommission the unit (e.g., radiological decommissioning and full site restoration for certain units, on-site spent fuel maintenance and storage subsequent to ceasing operations and until DOE acceptance, and disposal of certain low-level radioactive waste); (3) the consideration of multiple scenarios where decommissioning and site restoration activities, as applicable, are completed under possible scenarios ranging from 10 to 70 years after the cessation of plant operations; (4) the consideration of multiple end of life scenarios; (5) the measurement of the obligation at the present value of the future estimated costs and an annual average accretion of the ARO of approximately 5% through a period of approximately 30 years after the end of the extended lives of the units; and (6) an estimated targeted annual pre-tax return on the NDT funds of 5.0%5.4% to 6.2%6.5% (as compared to a historical 5-year annual average pre-tax return of approximately 4.9%6.7%).
Generation is required to provide to the NRC a biennial report by unit (annually for units that have been retired or are within five years of the current approved license life), based on values as of December 31, addressing Generation’s ability to meet the NRC minimum funding levels. Depending on the value of the trust funds, Generation may be required to take steps, such as providing financial guarantees through letters of credit or parent company guarantees or making additional contributions to the trusts, which could be significant, to ensure that the trusts are adequately funded and that NRC minimum funding requirements are met. As a result, Exelon’s and Generation’s cash flows and financial positions may be significantly adversely affected.

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

Note 9 — Asset Retirement Obligations

Generation filed its biennial decommissioning funding status report with the NRC on March 30, 2017April 1, 2019 for all units except for Zion Station which is included in a separate report to the NRC submitted by ZionSolutions, (see Zion Station Decommissioning above) and FitzPatrick which is still owned by Entergy as of the NRC reporting period. ThisLLC. The status report demonstrated adequate decommissioning funding assurance as of December 31, 2018 for all units except for Clinton and Peach Bottom Unit 1. As of February 28, 2019, Clinton demonstrated adequate minimum funding assurance due to market recovery and no further action is required. This demonstration was also included in the April 1, 2019 submittal. As a former PECO plant, financial assurance for decommissioning Peach Bottom Unit 1 is provided by the NDT fund, in addition to collections from PECO ratepayers.ratepayers and the ability to adjust those collections in accordance with the approved PAPUC tariff. No additional actions are required aside from the PAPUC filing in accordance with the tariff. See NDT Funds section above for additional information.
On March 28, 2018, Generation submittedwill file its next annual decommissioning funding status report with the NRC by March 31, 2020 for shutdown reactors, reactors within five years of shutdown except for Zion Station which is included in a separate report to the NRC submitted by EnergySolutions (see Zion Station Decommissioning above), and reactor involved in an acquisition. This report reflected the status of decommissioning funding assurance as of December 31, 2017 and included an update for the acquisition of FitzPatrick on March 31, 2017, the early retirement of TMI announced on May 30, 2017, an adjustment for the February 2, 2018 announced retirement date of Oyster Creek and the updated status of Peach Bottom Unit 1 based on the new collections rate described above. As of December 31, 2017, Generation provided adequate decommissioning funding assurance for all of its shutdown reactors, reactors within five years of shutdown, and reactor involved in an acquisition.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Generation will file its next decommissioning funding status report for all units with the NRC by March 31, 2019.. This report will reflect the status of decommissioning funding assurance as of December 31, 2018.2019 and will include an update for the retirement of TMI in 2019. A shortfall at any unit could necessitate that Generation address the shortfall by, among other things, obtainingExelon post a parental guarantee for Generation's share of the funding assurance. However, the amount of any required guarantee or other assurance will ultimately depend on the decommissioning approach adopted, the associated level of costs, and the decommissioning trust fund investment performance going forward.
As the future values of trust funds change due to market conditions, the NRC minimum funding status of Generation’s units will change. In addition, if changes occur to the regulatory agreement with the PAPUC that currently allows amounts to be collected from PECO customers for decommissioning the former PECO units, the NRC minimum funding status of those plants could change at subsequent NRC filing dates.
Non-Nuclear Asset Retirement Obligations (All Registrants)
Generation has AROs for plant closure costs associated with its fossil and renewable generating facilities, including asbestos abatement, removal of certain storage tanks, restoring leased land to the condition it was in prior to construction of renewable generating stations and other decommissioning-related activities. The Utility Registrants have AROs primarily associated with the abatement and disposal of equipment and buildings contaminated with asbestos and PCBs. See Note 1—1 — Significant Accounting Policies for additional information on the Registrants’ accounting policy for AROs. 
The following table provides a rollforward of the non-nuclear AROs reflected in the Registrants’ Consolidated Balance Sheets from January 1, 20172018 to December 31, 2018:2019:
Exelon Generation ComEd PECO BGE PHI Pepco DPL ACEExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Non-nuclear AROs at
January 1, 2017
$393
 $199

$121

$28

$24
 $14
 $2
 $9
 $3
Net (decrease) increase due to changes in, and timing of, estimated future cash flows(11) (1)
(13)
(1)
2
 2
 1
 1
 
Development projects1
 1






 
 
 
 
Accretion expense(a)
18
 10
 7
 1
 
 
 
 
 
Deconsolidation of EGTP(7) (7) 
 
 
 
 
 
 
Payments(10) (5)
(2)
(1)
(2) 
 
 
 
Non-nuclear AROs at December 31, 2017384
 197

113

27

24
 16
 3

10

3
Net increase due to changes in, and timing of, estimated future cash flows(b)
80
 35

7



2
 36
 34
 1
 1
Accretion expense(a)
16
 10

4

1

1
 
 
 
 
Non-nuclear AROs at January 1, 2018$384
 $197

$113

$27

$24
 $16
 $3
 $10
 $3
Net increase due to changes in, and timing of, estimated future cash flows(a)
80
 35

7



2
 36
 34
 1
 1
Accretion expense(b)
16
 10
 4
 1
 1
 
 
 
 
Asset divestitures(3) (3) 
 
 
 
 
 
 
(3) (3) 
 
 
 
 
 
 
Payments(6) (1)
(3)


(2) 
 
 
 
(6) (1)
(3)


(2) 
 
 
 
Non-nuclear AROs at December 31, 2018$471
 $238

$121

$28

$25
 $52
 $37

$11

$4
471
 238

121

28

25
 52
 37

11

4
Net (decrease) increase due to changes in, and timing of, estimated future cash flows17
 7

8



(2) 4
 3
 1
 
Development projects2
 2






 
 
 
 
Accretion expense(b)
16
 12

1

1

1
 1
 1
 
 
Asset divestitures(42) (42) 
 
 
 
 
 
 
Payments(4) (1)
(1)
(1)
(1) 
 
 
 
Non-nuclear AROs at December 31, 2019$460
 $216

$129

$28

$23
 $57
 $41

$12

$4

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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 9 — Asset Retirement Obligations

__________
(a)For ComEd and PECO, the majority of the accretion is recorded as an increase to a regulatory asset due to the associated regulatory treatment.
(b)In 2018, Pepco recorded an increase of $22 million in Operating and maintenance expense primarily related to asbestos identified at its Buzzard Point property as part of an annual ARO study. Buzzard Point is a waterfront property in the District of Columbia occupied by an active substation and former Pepco operated steam plant building, which Pepco retired and closed in 1981.
(b)For ComEd and PECO, the majority of the accretion is recorded as an increase to a regulatory asset due to the associated regulatory treatment.
16.10. Leases(All Registrants)
Lessee
The Registrants have operating leases for which they are the lessees. The following tables outline the significant types of operating lease at each registrant and other terms and conditions of the lease agreements. The Registrants do not have material finance leases.
ExelonGenerationComEdPECOBGEPHIPepcoDPLACE
Contracted generation
Real estate
Vehicles and equipment
(in years)Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Remaining lease terms1-86 1-36 1-5 1-14 1-86 1-12 1-12 1-12 1-6
Options to extend the term3-30 3-30 5 N/A N/A 3-30 5 3-30 N/A
Options to terminate within1-13 1 3 N/A 2 N/A N/A N/A N/A
The components of lease costs for the year ended December 31, 2019 were as follows:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Operating lease costs$320
 $222
 $3
 $1
 $33
 $48
 $12
 $14
 $7
Variable lease costs300
 282
 2
 
 2
 6
 2
 2
 1
Short-term lease costs19
 19
 
 
 
 
 
 
 
Total lease costs (a)
$639
 $523
 $5
 $1
 $35
 $54
 $14
 $16
 $8
__________
(a)Excludes $51 million, $44 million, $7 million and $7 million of sublease income recorded at Exelon, Generation, PHI and DPL.
The following table presents the Registrants' rental expense under the prior lease accounting guidance for the years ended December 31, 2018 and 2017:
 Exelon 
Generation(a)
 ComEd PECO BGE PHI Pepco DPL ACE
2018$670
 $558
 $7
 $10
 $35
 $48
 $10
 $13
 $8
2017709
 578
 9
 9
 32
 63
 11
 16
 14

__________
(a)Includes contingent operating lease payments associated with contracted generation agreements that are not included in the minimum future operating lease payments above. Payments made under Generation's contracted generation lease agreements totaled $493 million and $508 million during 2018 and 2017, respectively.


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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 10 — Leases

The following table provides additional information regarding the presentation of operating ROU assets and lease liabilities within the Registrants’ Consolidated Balance Sheets as of December 31, 2019:
 
Exelon(a)
 
Generation(a)
 ComEd PECO BGE PHI Pepco DPL ACE
Operating lease ROU assets                 
Other deferred debits and other assets$1,305
 $895
 $9
 $2
 $77
 $273
 $56
 $63
 $18
                  
Operating lease liabilities                 
Other current liabilities225
 157
 3
 
 32
 31
 6
 9
 4
Other deferred credits and other liabilities1,307
 925
 8
 1
 50
 254
 51
 65
 14
Total operating lease liabilities$1,532
 $1,082
 $11
 $1
 $82
 $285
 $57
 $74
 $18
__________
(a)Exelon's and Generation's operating ROU assets and lease liabilities include $515 million and $664 million, respectively, related to contracted generation.
The weighted average remaining lease terms, in years, and discount rates for operating leases as of December 31, 2019 were as follows:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Remaining lease term10.1
 10.6
 4.6
 4.4
 5.4
 9.0
 9.8
 9.7
 4.7
Discount rate4.6% 4.8% 3.0% 3.2% 3.6% 4.2% 4.0% 4.0% 3.6%

Future minimum lease payments for operating leases as of December 31, 2019 were as follows:
YearExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
2020$287
 $203
 $3
 $
 $34
 $42
 $8
 $11
 $5
2021243
 162
 4
 1
 31
 41
 8
 11
 4
2022177
 113
 2
 
 16
 38
 8
 10
 4
2023145
 100
 1
 
 1
 37
 7
 9
 3
2024140
 97
 1
 
 
 35
 5
 9
 2
Remaining years976
 741
 1
 
 18
 153
 34
 41
 2
Total1,968
 1,416
 12
 1
 100
 346
 70
 91
 20
Interest436
 334
 1
 
 18
 61
 13
 17
 2
Total operating lease liabilities$1,532
 $1,082
 $11
 $1
 $82
 $285
 $57
 $74
 $18


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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 10 — Leases

Future minimum lease payments for operating leases under the prior lease accounting guidance as of December 31, 2018 were as follows:

 
Exelon(a)(b)
 
Generation(a)(b)
 
ComEd(a)(c)
 
PECO(a)(c)
 
BGE(a)(c)(d)(e)
 
PHI(a)
 
Pepco(a)
 
DPL(a)(c)
 
ACE(a)
2019$140
 $33
 $7
 $5
 $35
 $48
 $11
 $14
 $7
2020149
 46
 5
 5
 35
 46
 10
 13
 6
2021143
 46
 4
 5
 33
 43
 9
 12
 5
2022126
 47
 4
 5
 18
 42
 8
 12
 5
202397
 46
 3
 5
 3
 39
 8
 10
 4
Remaining years723
 545
 
 
 19
 159
 40
 35
 5
Total minimum future lease payments$1,378
 $763
 $23
 $25
 $143
 $377
 $86
 $96
 $32
__________
(a)Includes amounts related to shared use land arrangements.
(b)Excludes Generation’s contingent operating lease payments associated with contracted generation.
(c)Amounts related to certain real estate leases and railroad licenses effectively have indefinite payment periods. As a result, ComEd, PECO, BGE and DPL have excluded these payments from the remaining years as such amounts would not be meaningful. ComEd's, PECO’s, BGE’s and DPL's average annual obligation for these arrangements, included in each of the years 2019 - 2023, was $3 million, $5 million, $1 million and $1 million respectively. Also includes amounts related to shared use land arrangements.
(d)Includes all future lease payments on a 99-year real estate lease that expires in 2106.
(e)The BGE column above includes minimum future lease payments associated with a 6-year lease for the Baltimore City conduit system that became effective during the fourth quarter of 2016. BGE's total commitments under the lease agreement are $26 million, $28 million, $28 million and $14 million related to years 2019 - 2022, respectively.
Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2019 were as follows:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Operating cash flows from operating leases$287
 $206
 $3
 $
 $33
 $37
 $9
 $6
 $5

ROU assets obtained in exchange for lease obligations for the year ended December 31, 2019 were as follows:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Operating leases$52
 $14
 $6
 $
 $2
 $(3) $(1) $(2) $(1)

Lessor
The Registrants have operating leases for which they are the lessors. The following tables outline the significant types of leases at each registrant and other terms and conditions of their lease agreements.
ExelonGenerationComEdPECOBGEPHIPepcoDPLACE
Contracted generation
Real estate
(in years)ExelonGenerationComEdPECOBGEPHIPepcoDPLACE
Remaining lease terms1-831-321-171-83231-131-612-131-2
Options to extend the term1-791-55-795-50N/A5N/AN/AN/A

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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 10 — Leases

The components of lease income for the year ended December 31, 2019 were as follows:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Operating lease income$54
 $47
 $
 $
 $
 $5
 $
 $4
 $
Variable lease income$261
 $258
 $
 $
 $
 $3
 $
 $3
 $

Future minimum lease payments to be recovered under operating leases as of December 31, 2019 were as follows:
YearExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
2020$51
 $46
 $
 $
 $
 $4
 $
 $3
 $
202151
 45
 
 
 
 4
 1
 3
 
202250
 45
 
 
 
 4
 
 3
 
202349
 44
 
 
 
 5
 
 4
 
202448
 44
 
 
 
 4
 
 4
 
Remaining years265
 226
 1
 3
 1
 34
 
 34
 
Total$514
 $450
 $1
 $3
 $1
 $55
 $1
 $51
 $��

11. Asset Impairments (Exelon, Generation and PHI)
The Registrants evaluate the carrying value of long-lived assets or asset groups for recoverability whenever events or changes in circumstances indicate that the carrying value of those assets may not be recoverable. Indicators of impairment may include a deteriorating business climate, including, but not limited to, declines in energy prices, condition of the asset, specific regulatory disallowance, or plans to dispose of a long-lived asset significantly before the end of its useful life. The Registrants determine if long-lived assets or asset groups are impaired by comparing the undiscounted expected future cash flows to the carrying value. When the undiscounted cash flow analysis indicates a long-lived asset or asset group is not recoverable, the amount of the impairment loss is determined by measuring the excess of the carrying amount of the long-lived asset or asset group over its fair value. The fair value analysis is primarily based on the income approach using significant unobservable inputs (Level 3) including revenue and generation forecasts, projected capital and maintenance expenditures and discount rates. A variation in the assumptions used could lead to a different conclusion regarding the recoverability of an asset or asset group and, thus, could potentially result in material future impairments of the Registrant's long-lived assets.
Equity Method Investments in Certain Distributed Energy Companies (Exelon and Generation)
In the third quarter of 2019, Generation’s equity method investments in certain distributed energy companies were fully impaired due to an other-than-temporary decline in market conditions and underperforming projects. Exelon and Generation recorded a pre-tax impairment charge of $164 million in Equity in losses of unconsolidated affiliates and an offsetting pre-tax $96 million in Net income attributable to noncontrolling interests in their Consolidated Statements of Operations and Comprehensive Income. As a result, Generation accelerated the amortization of investment tax credits associated with these companies and Exelon and Generation recorded a benefit of $46 million in Income taxes. The impairment charge and the accelerated amortization of investment tax credits resulted in a net $15 million decrease to Exelon’s and Generation’s earnings. See Note 22 — Variable Interest Entities for additional information.
Antelope Valley Solar Facility (Exelon and Generation)
Generation’s Antelope Valley, a 242 MW solar facility in Lancaster, CA, sells all of its output to PG&E through a PPA. As of December 31, 2019, Generation had approximately $725 million of net long-lived assets related to Antelope Valley. As a result of the PG&E bankruptcy filing in the first quarter of 2019, Generation completed a comprehensive review of Antelope Valley's estimated undiscounted future cash flows and no impairment charge was recorded. Significant changes in assumptions such as the likelihood of the PPA being rejected as part of the bankruptcy proceedings could potentially result in future impairments of Antelope Valley’s net long-lived assets, which could be material.
Antelope Valley is a wholly owned indirect subsidiary of EGR IV, which had approximately $1,893 million of additional net long-lived assets as of December 31, 2019. EGR IV is a wholly owned indirect subsidiary of Exelon and Generation and includes Generation's interest in EGRP and other projects with non-controlling interests. To date, there have been no indicators to suggest that the carrying amount of other net long-lived assets of EGR IV may not be recoverable.
Generation will continue to monitor the bankruptcy proceedings for any changes in circumstances that may indicate the carrying amount of the net long-lived assets of Antelope Valley or other long-lived assets of EGR IV may not be recoverable.
See Note 16 — Debt and Credit Agreements for additional information on the PG&E bankruptcy.
New England Asset Group (Exelon and Generation)
During the first quarter of 2018, Mystic Unit 9 did not clear in the ISO-NE capacity auction for the 2021 - 2022 planning year. On March 29, 2018, Generation notified ISO-NE of the early retirement of its Mystic Generating Station's Units 7, 8, 9 and the Mystic Jet Unit (Mystic Generating Station assets) absent regulatory reforms. These events suggested that the carrying value of its New England asset group may be impaired. Generation completed a comprehensive review of the estimated undiscounted future cash flows of the New England asset group and no impairment charge was required. Further developments such as the failure of ISO-NE to adopt long-term solutions for reliability and fuel security could potentially result in material future impairments of the New England asset group. See Note 6 — Early Plant Retirements for additional information.
District of Columbia Sponsorship (Exelon and PHI)
In the third quarter of 2015, PHI entered into a sponsorship agreement with the District of Columbia for future sponsorship rights associated with public property within the District of Columbia, which Exelon and PHI had recorded as a finite-lived intangible asset as of December 31, 2016. The specific sponsorship rights were to be determined through future negotiations. In the fourth quarter of 2017, based upon the lack of available sponsorship opportunities at that time, the asset was written off and a pre-tax impairment charge of $25 million was recorded within Operating and maintenance expense in Exelon’s and PHI's Consolidated Statements of Operations and Comprehensive Income.
ExGen Texas Power (Exelon and Generation)
On May 2, 2017, EGTP entered into a consent agreement with its lenders to initiate the sale of the assets of its wholly owned subsidiaries. As a result, Exelon and Generation classified certain of EGTP's assets and liabilities as held for sale at their respective fair values less costs to sell and recorded a pre-tax impairment charge in 2017 of $460 million within Operating and maintenance expense in their Consolidated Statements of Operations and Comprehensive Income. On November 7, 2017, EGTP and its wholly owned subsidiaries filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware and, as a result, Exelon and Generation deconsolidated EGTP's assets and liabilities from their consolidated financial statements. See Note 2 — Mergers, Acquisitions and Dispositions for additional information.
12. Intangible Assets (Exelon, Generation, ComEd, PHI, Pepco, DPL and ACE)
Goodwill
The following table presents the gross amount of goodwill, accumulated impairment loss and carrying amount of goodwill of Exelon, ComEd and PHI as of December 31, 2019 and 2018. There were no additions, impairments or measurement period adjustments during the years ended December 31, 2019 and 2018.
 Gross amount Accumulated impairment loss Carrying amount
Exelon$8,660
 $1,983
 $6,677
ComEd(a)
4,608
 1,983
 2,625
PHI(b)
4,005
 
 4,005

__________
(a)Reflects goodwill recorded in 2000 from the PECO/Unicom merger (predecessor parent company of ComEd).
(b)Reflects goodwill recorded in 2016 from the PHI merger.
Goodwill is not amortized, but is subject to an assessment for impairment at least annually, or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of ComEd's and PHI's reporting units below their carrying amounts. A reporting unit is an operating segment or one level below an operating segment (known as a component) and is the level at which goodwill is tested for impairment. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and its operating results are regularly reviewed by segment management. ComEd has a single operating segment. PHI's operating segments are Pepco, DPL and ACE. See Note 5 — Segment Information for additional information. There is no level below these operating segments for which operating results are regularly reviewed by segment management. Therefore, the ComEd, Pepco, DPL and ACE operating segments are also considered reporting units for goodwill impairment testing purposes. Exelon's and ComEd's $2.6 billion of goodwill has been assigned entirely to the ComEd reporting unit, while Exelon's and PHI's $4.0 billion of goodwill has been assigned to the Pepco, DPL and ACE reporting units in the amounts of $2.1 billion, $1.4 billion and $0.5 billion, respectively.
Entities assessing goodwill for impairment have the option of first performing a qualitative assessment to determine whether a quantitative assessment is necessary. As part of the qualitative assessments, Exelon, ComEd and PHI evaluate, among other things, management's best estimate of projected operating and capital cash flows for their businesses, outcomes of recent regulatory proceedings, changes in certain market conditions, including the discount rate and regulated utility peer EBITDA multiples, and the passing margin from their last quantitative assessments

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Note 12 — Intangible Assets

performed. If an entity bypasses the qualitative assessment, a quantitative two-step, fair value-based test is performed. The first step compares the fair value of the reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the second step is performed. The second step requires an allocation of fair value to the individual assets and liabilities using purchase price allocation authoritative guidance in order to determine the implied fair value of goodwill.
Application of the goodwill impairment test requires management judgment, including the identification of reporting units and determining the fair value of the reporting unit, which management estimates using a weighted combination of a discounted cash flow analysis and a market multiples analysis. Significant assumptions used in these fair value analyses include discount and growth rates, utility sector market performance and transactions, projected operating and capital cash flows for ComEd's, Pepco's, DPL's and ACE's businesses and the fair value of debt. In applying the second step, if needed, management must estimate the fair value of specific assets and liabilities of the reporting unit.
2019 and 2018 Goodwill Impairment Assessment. ComEd and PHI qualitatively determined that it was more likely than not that the fair values of their reporting units exceeded their carrying values and, therefore, did not perform quantitative assessments as of November 1, 2019 and 2018 for ComEd and as of November 1, 2019 for PHI. The last quantitative assessments performed were as of November 1, 2016 for ComEd and November 1, 2018 for PHI.
PHI performed a quantitative test for its 2018 annual goodwill impairment assessment as of November 1, 2018. The first step of the test comparing the estimated fair values of the Pepco, DPL and ACE reporting units to their carrying values, including goodwill, indicated no impairments of goodwill; therefore, no second step was required.
While the annual assessments indicated no impairments, certain assumptions used to estimate reporting unit fair values are highly sensitive to changes. Adverse regulatory actions or changes in significant assumptions could potentially result in future impairments of Exelon's, ComEd's and PHI’s goodwill, which could be material. Based on the results of the last quantitative goodwill test performed, the estimated fair values of the ComEd, Pepco, DPL and ACE reporting units would have needed to decrease by more than 30%, 30%, 20% and 30%, respectively, for ComEd and PHI to fail the first step of their respective impairment tests.
Other Intangible Assets and Liabilities
Exelon’s, Generation’s, ComEd’s and PHI's other intangible assets and liabilities, included in Unamortized energy contract assets and liabilities and Other deferred debits and other assets in their Consolidated Balance Sheets, consisted of the following as of December 31, 2019 and 2018. The intangible assets and liabilities shown below are amortized on a straight line basis, except for unamortized energy contracts which are amortized in relation to the expected realization of the underlying cash flows:
  December 31, 2019 December 31, 2018
  Gross Accumulated Amortization Net Gross Accumulated Amortization Net
Generation     
     
Unamortized Energy Contracts 1,967
 (1,612) 355
 1,957
 (1,588) 369
Customer Relationships 343
 (190) 153
 325
 (162) 163
Trade Name 243
 (193) 50
 243
 (171) 72
ComEd     
     
Chicago Settlement Agreements 162
 (155) 7
 162
 (148) 14
PHI     
     
Unamortized Energy Contracts (1,515) 1,073
 (442) (1,515) 954
 (561)
Exelon Corporate            
Software License 95
 (44) 51
 95
 (34) 61
Exelon $1,295
 $(1,121) $174
 $1,267
 $(1,149) $118



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

Note 12 — Intangible Assets

The following table summarizes the amortization expense related to intangible assets and liabilities for each of the years ended December 31, 2019, 2018 and 2017:
For the Years Ended December 31, 
Exelon (a)(b)
 
Generation (a)
 ComEd 
PHI(b)
2019 $(28) $74
 $7
 $(119)
2018 (109) 63
 7
 (188)
2017 (237) 83
 7
 (336)
__________
(a)At Exelon and Generation, amortization of unamortized energy contracts totaling $21 million, $14 million and $35 million for the years ended December 31, 2019, 2018 and 2017, respectively, was recorded in Operating revenues or Purchased power and fuel expense in their Consolidated Statements of Operations and Comprehensive Income.
(b)At Exelon and PHI, amortization of the unamortized energy contract fair value adjustment amounts and the corresponding offsetting regulatory asset and liability amounts are amortized through Purchased power and fuel expense in their Consolidated Statements of Operations and Comprehensive Income.

The following table summarizes the estimated future amortization expense related to intangible assets and liabilities as of December 31, 2019:
For the Years Ending December 31, Exelon Generation ComEd PHI
2020 $(13) $85
 $7
 $(115)
2021 2
 84
 
 (92)
2022 (21) 58
 
 (89)
2023 (18) 53
 
 (81)
2024 22
 50
 
 (38)

Renewable Energy Credits (Exelon and Generation)
Exelon’s and Generation’s RECs are included in Other current assets and Other deferred debits and other assets in the Consolidated Balance Sheets. Purchased RECs are recorded at cost on the date they are purchased. The cost of RECs purchased on a stand-alone basis is based on the transaction price, while the cost of RECs acquired through PPAs represents the difference between the total contract price and the market price of energy at contract inception. Generally, revenue for RECs that are sold to a counterparty under a contract that specifically identifies a power plant is recognized at a point in time when the power is produced. This includes both bundled and unbundled REC sales. Otherwise, the revenue is recognized upon physical transfer of the REC to the customer.
The following table presents the current and noncurrent Renewable Energy Credits as of December 31, 2019 and 2018:
 As of December 31, 2019 As of December 31, 2018
 Exelon Generation Exelon Generation
Current REC's345
 336
 279
 270
Noncurrent REC's86
 86
 52
 52


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

Note 13 — Income Taxes

13. Income Taxes (All Registrants)
Components of Income Tax Expense or Benefit
Income tax expense (benefit) from continuing operations is comprised of the following components:
 For the Year Ended December 31, 2019
  Exelon  Generation ComEd PECO BGE PHI Pepco DPL ACE
Included in operations:                 
Federal                 
Current$85
 $147
 $59
 $45
 $(51) $43
 $16
 $29
 $(3)
Deferred489
 346
 15
 20
 95
 (34) (6) (21) (6)
Investment tax credit amortization(72) (69) (2) 
 
 (1) 
 
 
State                 
Current5
 10
 (5) 
 
 3
 
 
 
Deferred267
 82
 96
 
 35
 27
 6
 14
 9
Total$774
 $516
 $163
 $65
 $79
 $38
 $16
 $22
 $
 For the Year Ended December 31, 2018
  Exelon  Generation ComEd PECO BGE PHI Pepco DPL ACE
Included in operations:                 
Federal                 
Current$226
 $337
 $(63) $11
 $(5) $(4) $28
 $(3) $(14)
Deferred(99) (347) 145
 10
 47
 23
 (22) 13
 18
Investment tax credit amortization(24) (21) (2) 
 
 (1) 
 
 
State                 
Current(1) 6
 (29) 1
 
 7
 
 
 
Deferred16
 (83) 117
 (16) 32
 8
 5
 12
 8
Total$118
 $(108) $168
 $6
 $74
 $33
 $11
 $22
 $12
 For the Year Ended December 31, 2017
  Exelon  Generation ComEd PECO BGE PHI Pepco DPL ACE
Included in operations:                 
Federal                 
Current$194
 $584
 $(191) $71
 $74
 $(60) $(20) $(24) $(12)
Deferred(470) (2,005) 523
 28
 101
 251
 115
 82
 34
Investment tax credit amortization(25) (21) (2) 
 (1) (1) 
 
 
State                
Current14
 65
 (49) 14
 (5) (4) (2) 
 
Deferred161
 1
 136
 (9) 49
 31
 12
 13
 4
Total$(126) $(1,376) $417
 $104
 $218
 $217
 $105
 $71
 $26


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

Note 13 — Income Taxes

Rate Reconciliation
The effective income tax rate from continuing operations varies from the U.S. federal statutory rate principally due to the following:
 For the Year Ended December 31, 2019
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
U.S. Federal statutory rate21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 %
Increase (decrease) due to:                 
State income taxes, net of Federal income tax benefit5.4
 3.8
 8.5
 
 6.4
 4.7
 2.0
 6.8
 7.0
Qualified NDT fund income5.9
 12.3
 
 
 
 
 
 
 
Amortization of investment tax credit, including deferred taxes on basis difference(1.5) (3.0) (0.2) 
 (0.1) (0.2) (0.1) (0.2) (0.3)
Plant basis differences(1.4) 
 
 (7.2) (1.2) (1.2) (1.8) (0.4) (0.7)
Production tax credits and other credits(3.1) (4.8) (1.2) 
 (1.3) (0.2) (0.1) 
 (0.1)
Noncontrolling interests(0.6) (1.2) 
 
 
 
 
 
 
Excess deferred tax amortization(5.5) 
 (9.7) (2.8) (6.8) (17.5) (15.1) (14.2) (27.0)
Other(0.8) (1.2) 0.8
 
 
 0.8
 0.3
 
 0.1
Effective income tax rate19.4 % 26.9 % 19.2 % 11.0 % 18.0 % 7.4 % 6.2 % 13.0 %  %
 For the Year Ended December 31, 2018
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
U.S. Federal statutory rate21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 %
Increase (decrease) due to:                 
State income taxes, net of Federal income tax benefit0.5
 (16.6) 8.3
 (2.6) 6.6
 2.9
 2.0
 6.7
 7.4
Qualified NDT fund income(1.9) (11.8) 
 
 
 
 
 
 
Amortization of investment tax credit, including deferred taxes on basis difference(1.2) (6.5) (0.2) (0.1) (0.1) (0.2) (0.1) (0.3) (0.4)
Plant basis differences(3.5) 
 (0.2) (14.1) (1.3) (1.6) (2.8) (0.3) (0.5)
Production tax credits and other credits(2.2) (13.5) 
 
 
 
 
 
 
Noncontrolling interests(1.0) (6.1) 
 
 
 
 
 
 
Excess deferred tax amortization(8.3) 
 (9.1) (3.2) (8.0) (14.8) (15.3) (12.0) (14.9)
Tax Cuts and Jobs Act of 20170.9
 2.7
 (0.1) 
 
 0.1
 
 
 
Other1.0
 1.3
 0.5
 0.3
 0.9
 0.4
 0.3
 0.4
 1.2
Effective income tax rate5.3 % (29.5)% 20.2 % 1.3 % 19.1 % 7.8 % 5.1 % 15.5 % 13.8 %

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

Note 13 — Income Taxes

 For the Year Ended December 31, 2017
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
U.S. Federal statutory rate35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 % 35.0 %
Increase (decrease) due to:                 
State income taxes, net of Federal income tax benefit2.2
 2.9
 5.7
 0.6
 5.4
 4.8
 3.1
 5.4
 5.6
Qualified NDT fund income3.8
 9.9
 
 
 
 
 
 
 
Amortization of investment tax credit, including deferred taxes on basis difference(0.9) (2.1) (0.2) (0.1) (0.1) (0.2) (0.1) (0.2) (0.4)
Plant basis differences(a)
(1.7) 
 0.3
 (13.8) 0.1
 1.1
 (0.4) 2.0
 3.6
Production tax credits and other credits(1.8) (4.7) 
 
 
 
 
 
 
Like-kind exchange(1.2) 
 1.3
 
 
 
 
 
 
Merger expenses(3.6) (1.2) 
 
 
 (9.6) (6.4) (7.8) (19.8)
FitzPatrick bargain purchase gain(2.2) (5.6) 
 
 
 
 
 
 
Tax Cuts and Jobs Act of 2017(b)
(33.1) (128.3) 0.1
 (2.3) 0.9
 6.4
 2.8
 2.5
 1.6
Other0.2
 (0.5) 0.2
 (0.1) 0.2
 0.5
 0.7
 0.1
 (0.4)
Effective income tax rate(3.3)% (94.6)% 42.4 % 19.3 % 41.5 %
38.0 % 34.7 %
37.0 %
25.2 %

__________
(a)Includes the charges related to the transmission-related income tax regulatory asset for Exelon, ComEd, BGE, PHI, Pepco, DPL and ACE of $35 million, $3 million, $5 million, $27 million, $14 million, $6 million and $7 million, respectively. See Note 3 - Regulatory Matters for additional information.
(b)As a result of TCJA, Generation recorded a net decrease to income tax expense, while the Utility Registrants recorded corresponding regulatory liabilities or assets to the extent such amounts are probable of settlement or recovery through customer rates and an adjustment to income tax expense for all other amounts.

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Note 13 — Income Taxes

Tax Differences and Carryforwards
The tax effects of temporary differences and carryforwards, which give rise to significant portions of the deferred tax assets (liabilities), as of December 31, 2019 and 2018 are presented below:
 As of December 31, 2019
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Plant basis differences$(13,413) $(2,814) $(4,197) $(1,978) $(1,578) $(2,681) $(1,204) $(753) $(687)
Accrual based contracts61
 (43) 
 
 
 104
 
 
 
Derivatives and other financial instruments165
 88
 84
 
 
 2
 
 
 
Deferred pension and postretirement obligation1,504
 (220) (270) (28) (28) (89) (75) (42) (10)
Nuclear decommissioning activities(503) (503) 
 
 
 
 
 
 
Deferred debt refinancing costs183
 20
 (7) 
 (3) 142
 (3) (2) (1)
Regulatory assets and liabilities(884) 
 183
 (169) 157
 (10) 55
 88
 77
Tax loss carryforward240
 55
 
 25
 49
 93
 13
 44
 31
Tax credit carryforward892
 897
 
 
 
 
 
 
 
Investment in partnerships(830) (808) 
 
 
 
 
 
 
Other, net926
 236
 196
 70
 10
 181
 85
 12
 16
Deferred income tax liabilities (net)$(11,659) $(3,092) $(4,011) $(2,080) $(1,393)
$(2,258)
$(1,129)
$(653)
$(574)
Unamortized investment tax credits(668) (648) (10) (1) (3) (7) (2) (2) (3)
Total deferred income tax liabilities (net) and
unamortized investment tax credits
$(12,327) $(3,740) $(4,021) $(2,081) $(1,396)
$(2,265)
$(1,131)
$(655)
$(577)

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

Note 13 — Income Taxes

 As of December 31, 2018
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Plant basis differences$(12,533) $(2,495) $(4,059) $(1,862) $(1,399) $(2,577) $(1,148) $(743) $(645)
Accrual based contracts117
 (44) 
 
 
 161
 
 
 
Derivatives and other financial instruments89
 35
 69
 
 
 3
 
 
 
Deferred pension and postretirement obligation1,435
 (188) (255) (26) (26) (102) (78) (46) (14)
Nuclear decommissioning activities(351) (351) 
 
 
 
 
 
 
Deferred debt refinancing costs234
 23
 (7) 
 (3) 187
 (4) (2) (1)
Regulatory assets and liabilities(740) 
 300
 (129) 172
 (81) 67
 96
 83
Tax loss carryforward237
 78
 
 18
 25
 96
 12
 52
 26
Tax credit carryforward811
 816
 
 
 
 
 
 
 
Investment in partnerships(797) (775) 
 
 
 
 
 
 
Other, net934
 239
 151
 67
 12
 196
 98
 17
 19
Deferred income tax liabilities (net)$(10,564) $(2,662) $(3,801) $(1,932) $(1,219)
$(2,117)
$(1,053)
$(626)
$(532)
Unamortized investment tax credits(724) (700) (12) (1) (3) (8) (2) (2) (3)
Total deferred income tax liabilities (net) and
unamortized investment tax credits
$(11,288) $(3,362) $(3,813) $(1,933) $(1,222)
$(2,125)
$(1,055)
$(628)
$(535)

The following table provides Exelon’s, Generation’s, PECO’s, BGE’s, PHI’s, Pepco’s, DPL’s and ACE’s carryforwards, which are presented on a post-apportioned basis, and any corresponding valuation allowances as of December 31, 2019. ComEd does not have net operating losses or credit carryforwards for the year ended December 31, 2019.
 Exelon Generation PECO BGE PHI Pepco DPL ACE
Federal               
Federal general business credits carryforwards(a)
$891
 $897

$

$
 $
 $
 $
 $
State               
State net operating losses3,986
 1,142
 312
 762
 1,360
 202
 654
 438
Deferred taxes on state tax attributes (net)264
 78
 25
 50
 93
 13
 44
 31
Valuation allowance on state tax attributes26
 24
 
 1
 
 
 
 
Year in which net operating loss or credit carryforwards will begin to expire2025
 2029
 2031
 2026
 2028
 2028
 2030
 2031
__________
(a)Exelon's and Generation's federal general business credit carryforwards will begin expiring in 2034.
Tabular Reconciliation of Unrecognized Tax Benefits
The following table presents changes in unrecognized tax benefits, by Registrant.

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Note 13 — Income Taxes

 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Balance at January 1, 2017$916
 $490
 $(12) $
 $120

$172

$80

$37

$22
Increases based on tax positions prior to 201728
 
 14
 
 
 14
 
 
 14
Decreases based on tax positions prior to 2017(a)
(196) (17) 
 
 
 (61) (21) (16) (22)
Decrease from settlements with taxing authorities(5) (5) 
 
 
 
 
 
 
Balance at December 31, 2017743
 468
 2
 
 120
 125
 59
 21
 14
Change to positions that only affect timing15
 15
 
 
 
 
 
 
 
Increases based on tax positions prior to 201830
 21
 
 
 
 8
 7
 1
 
Decreases based on tax positions prior to 2018(b)
(251) (36) 
 
 (120) (88) (66) (22) 
Decrease from settlements with taxing authorities(53) (53) 
 
 
 
 
 
 
Decreases from expiration of statute of limitations(7) (7) 
 
 
 
 
 
 
Balance at December 31, 2018477
 408
 2
 
 
 45
 
 
 14
Change to positions that only affect timing26
 12
 3
 1
 4
 3
 2
 1
 
Increases based on tax positions related to 20192
 1
 
 
 
 
 
 
 
Increases based on tax positions prior to 201934
 19
 3
 2
 3
 
 
 
 
Decreases based on tax positions prior to 2019(3) (3) 
 
 
 
 
 
 
Decrease from settlements with taxing authorities(29) 4
 (2) 
 
 
 
 
 
Balance at December 31, 2019$507
 $441
 $6
 $3
 $7
 $48
 $2
 $1
 $14

__________
(a)Exelon established a liability for an uncertain tax position associated with the tax deductibility of certain merger commitments incurred by Exelon in connection with the acquisitions of Constellation and PHI. In 2017, as a part of its examination of Exelon's return, the IRS National Office issued guidance concurring with Exelon's position that the merger commitments were deductible. As a result, Exelon, Generation, PHI, Pepco, DPL, and ACE decreased their liability for unrecognized tax benefits by $146 million, $19 million, $59 million, $21 million, $16 million and $22 million, respectively, resulting in a benefit to Income taxes on Exelon's, Generation's, PHI's, Pepco's, DPL's, and ACE's Consolidated Statements of Operations and Comprehensive Income and corresponding decreases in their effective tax rates.
(b)Exelon, Generation, BGE, PHI, Pepco, and DPL decreased their unrecognized state tax benefits primarily due to the receipt of favorable guidance with respect to the deductibility of certain depreciable fixed assets. The recognition of the tax benefits related to BGE, PHI, Pepco, and DPL was offset by corresponding regulatory liabilities and that portion had no immediate impact to their effective tax rate.
Like-Kind Exchange
In 2016, the Tax Court held that Exelon was not entitled to defer a gain on its 1999 like-kind exchange transaction. In addition to the tax and interest related to the gain deferral, the Tax Court also ruled that Exelon was liable for penalties and interest on the penalties. Exelon had fully paid the amounts assessed resulting from the Tax Court decision in 2017. In September 2017, Exelon appealed the Tax Court decision to the U.S. Court of Appeals for the Seventh Circuit. In October 2018, the U.S. Court of Appeals for the Seventh Circuit affirmed the Tax Court’s decision. Exelon filed a petition seeking rehearing of the Seventh Circuit’s decision, but the Seventh Circuit denied that petition in December 2018.  In the first quarter of 2019, Exelon elected not to seek a further review by the U.S. Supreme

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Note 13 — Income Taxes

Court. As a result, Exelon's and ComEd's unrecognized tax benefits decreased by approximately $33 million and $2 million, respectively, in the first quarter of 2019.
Recognition of unrecognized tax benefits
The following table presents Exelon's, Generation's and PHI's unrecognized tax benefits that, if recognized, would decrease the effective tax rate. ComEd's, PECO's, BGE's, Pepco's, DPL's and ACE's amounts are not material.
 Exelon Generation 
PHI(a)
December 31, 2019$462
 $429
 $32
December 31, 2018463
 408
 31
December 31, 2017523
 461
 32
__________
(a)PHI has $21 million of unrecognized state tax benefits that, if recognized, $14 million would be in the form of a net operating loss carryforward, which is expected to require a full valuation allowance based on present circumstances.
The following table presents Exelon's, BGE's, PHI's, Pepco's, DPL's and ACE’s unrecognized tax benefits that, if recognized, may be included in future base rates and that portion would have no impact to the effective tax rate. ComEd's and PECO's amounts are not material.
 Exelon BGE PHI Pepco DPL ACE
December 31, 2019$19
 $1
 $14
 $
 $
 $14
December 31, 201814
 
 14
 
 
 14
December 31, 2017214
 120
 94
 59
 21
 14

Reasonably possible the total amount of unrecognized tax benefits could significantly increase or decrease within 12 months after the reporting date
Settlement of Income Tax Audits, Refund Claims, and Litigation
The following table represents Exelon's, Generation's and ACE's unrecognized federal and state tax benefits that could significantly decrease within the 12 months after the reporting date as a result of completing audits, potential settlements, refund claims, and the outcomes of pending court cases as of December 31, 2019. ComEd's, PECO's, BGE's, PHI's, Pepco's and DPL's amounts are not material.
Exelon(a)
 
Generation(a)
 
ACE(b)
$425
 $411
 $14
__________
(a)Exelon and Generation have $411 million that, if recognized, would decrease the effective tax rate.
(b)The unrecognized tax benefit related to ACE, if recognized, may be included in future base rates and that portion would have no impact to the effective tax rate.
Total amounts of interest and penalties recognized
The following table represents the net interest and penalties receivable (payable) related to tax positions reflected in Exelon's Consolidated Balance Sheets. Generation's and the Utility Registrants' amounts are not material.
Net interest and penalties receivable as ofExelon
December 31, 2019$318
December 31, 2018219


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Note 13 — Income Taxes

The Registrants did not record material interest and penalty expense related to tax positions reflected in their Consolidated Balance Sheets. Interest expense and penalty expense are recorded in Interest expense, net and Other, net, respectively, in Other income and deductions in the Registrants' Consolidated Statements of Operations and Comprehensive Income.
Description of tax years open to assessment by major jurisdiction
Major JurisdictionOpen YearsRegistrants Impacted
Federal consolidated income tax returns2002-2018All Registrants
PHI Holdings and subsidiaries consolidated federal income tax returns2016Exelon, Generation, PHI, Pepco, DPL, ACE
Delaware separate corporate income tax returnsSame as federalDPL
District of Columbia combined corporate income tax returns2016-2018Exelon, PHI, Pepco
Illinois unitary corporate income tax returns2010-2018Exelon, Generation, ComEd
Maryland separate company corporate net income tax returnsSame as federalBGE, Pepco, DPL
New Jersey separate corporate income tax returns2013-2018Exelon, Generation
New Jersey separate corporate income tax returns2014-2018ACE
New York combined corporate income tax returns2010-March 2012Exelon, Generation
New York combined corporate income tax returns2011-2018Exelon, Generation
Pennsylvania separate corporate income tax returns2011-2018Exelon, Generation
Pennsylvania separate corporate income tax returns2016-2018PECO

Other Tax Matters
Federal Income Tax Law Changes
On December 22, 2017, President Trump signed the TCJA into law. Pursuant to the enactment of the TCJA, the Registrants remeasured their existing deferred income tax balances as of December 31, 2017 to reflect the decrease in the corporate income tax rate from 35% to 21%, which resulted in a material decrease to their net deferred income tax liability balances as shown in the table below. Generation recorded a corresponding net decrease to income tax expense, while the Utility Registrants recorded corresponding regulatory liabilities or assets to the extent such amounts are probable of settlement or recovery through customer rates and an adjustment to income tax expense for all other amounts.
The one-time impacts recorded by the Registrants to remeasure their deferred income tax balances at the 21% corporate federal income tax rate as of December 31, 2017 are presented below:
 
Exelon(b)
 Generation ComEd 
PECO(c)
 BGE PHI Pepco DPL ACE
Net Decrease to Deferred Income Tax Liability Balances

$8,624 $1,895 $2,819 $1,407 $1,120 $1,944 $968 $540 $456
Net Increase to Regulatory Liabilities Recorded(a)
7,315 N/A 2,818 1,394 1,124 1,979 976 545 458
Net Deferred Income Tax Benefit/(Expense) Recorded$1,309 $1,895 $1 $13 $(4) $(35) $(8) $(5) $(2)
__________
(a)Reflects the net regulatory liabilities recorded on a pre-tax basis before taking into consideration the income tax benefits associated with the ultimate settlement with customers.
(b)Amounts do not sum across due to deferred tax adjustments recorded at the Exelon Corporation parent company, primarily related to certain employee compensation plans.
(c)Given the regulatory treatment of income tax benefits related to electric and gas distribution repairs, PECO remained in an overall net regulatory asset position as of December 31, 2017 after recording the impacts related to the TCJA.

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Note 13 — Income Taxes

State Income Tax Law Changes
Illinois - On June 5, 2019, the Governor of Illinois signed a tax bill which would increase the Illinois corporate income tax rate from 9.50% to 10.49% effective for tax years beginning on or after January 1, 2021. The tax rate is contingent upon ratification of state constitutional amendments in November 2020. The effect of the rate change will be recognized in the period in which the new legislation is enacted. Exelon, Generation and ComEd do not expect a material impact to their financial statements as a result of the rate change.
In 2017, Exelon reviewed and updated its marginal state income tax rates based on 2016 state apportionment rates. In addition, Exelon, Generation and ComEd recorded the impacts of Illinois’ statutory rate change, which increased the total corporate income tax rate from 7.75% to 9.50% effective July 1, 2017. The following table provides the one-time impact of the rate changes in 2017 for Exelon, Generation and ComEd:
 Exelon Generation ComEd
Increase to Deferred Income Taxes$250
 $20
 $270
Increase in Regulatory Assets270
 
 270
(Decrease)/Increase to Income Tax Expense(20) 20
 
Long-Term Marginal State Income Tax Rate (All Registrants)
Quarterly, Exelon reviews and updates its marginal state income tax rates for changes in state apportionment. The Registrants remeasure their existing deferred income tax balances to reflect the changes in marginal rates, which results in either an increase or decrease to their net deferred income tax liability balances. Utility Registrants record corresponding regulatory liabilities or assets to the extent such amounts are probable of settlement or recovery through customer rates and an adjustment to income tax expense for all other amounts.
December 31, 2019Exelon Generation PHI DPL
Increase to Deferred Income Tax Liability$23
 $9
 $
 $
Increase to Income Tax Expense, Net of Federal Taxes23
 9
 
 
December 31, 2018       
Decrease to Deferred Income Tax Liability$50
 $53
 $4
 $2
Decrease to Income Tax Expense, Net of Federal Taxes50
 53
 3
 

There were no material adjustments to income tax expense in 2017 as a result of changes in state apportionment.
Allocation of Tax Benefits (All Registrants)
Generation and the Utility Registrants are all party to an agreement with Exelon and other subsidiaries of Exelon that provides for the allocation of consolidated tax liabilities and benefits (Tax Sharing Agreement). The Tax Sharing Agreement provides that each party is allocated an amount of tax similar to that which would be owed had the party been separately subject to tax. In addition, any net benefit attributable to Exelon is reallocated to the other Registrants. That allocation is treated as a contribution to the capital of the party receiving the benefit.
The following table presents the allocation of federal tax benefits from Exelon under the Tax Sharing Agreement.
 Generation ComEd PECO BGE PHI Pepco DPL
December 31, 2019(a)
$41
 $
 $14
 $3
 $7
 $6
 $1
December 31, 2018(b)
155
 1
 48
 26
 2
 
 
December 31, 2017(c)
102
 
 16
 10
 7
 
 
__________
(a)ACE did not record an allocation of federal tax benefits from Exelon under the Tax Sharing Agreement as a result of a tax net operating loss.
(b)Pepco, DPL and ACE did not record an allocation of federal tax benefits from Exelon under the Tax Sharing Agreement as a result of a tax net operating loss.

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Note 13 — Income Taxes

(c)ComEd, Pepco, DPL and ACE did not record an allocation of federal tax benefits from Exelon under the Tax Sharing Agreement as a result of a tax net operating loss.
Research and Development Activities
In the fourth quarter 2019, Exelon and Generation recognized additional tax benefits related to certain research and development activities that qualify for federal and state tax incentives for the 2010 through 2018 tax years, which resulted in an increase to Exelon’s and Generation’s net income of $108 million and $75 million, respectively, for the year ended December 31, 2019, reflecting a decrease to Exelon’s and Generation’s Income tax expense of $97 million and $66 million, respectively.

14. Retirement Benefits (All Registrants)
Exelon sponsors defined benefit pension plans and other postretirement benefitOPEB plans for essentially all current employees. Substantially all non-union employees and electing union employees hired on or after January 1, 2001 participate in cash balance pension plans. Effective January 1, 2009, substantially all newly-hired union-represented

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

employees participate in cash balance pension plans. Effective February 1, 2018, most newly-hired Generation and BSC non-represented, non-craft, employees are not eligible for pension benefits, and will instead be eligible to receive an enhanced non-discretionary employer contribution in an Exelon defined contribution savings plan. Effective January 1, 2018, most newly-hired non-represented, non-craft, employees are not eligible for OPEB benefits and employees represented by Local 614 are not eligible for retiree health care benefits.
Effective January 1, 2019, Exelon is mergingmerged the Exelon Corporation Cash Balance Pension Plan (CBPP) into the Exelon Corporation Retirement Program (ECRP). The merging of the plans isdid not changingchange the benefits offered to the plan participants and, thus, hashad no impact on Exelon's pension obligation. However, beginning in 2019, actuarial losses and gains related to the CBPP and ECRP will beare amortized over participants’ average remaining service period of the merged ECRP rather than each individual plan.


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


Note 14 — Retirement Benefits

The table below shows the pension and other postretirement benefitOPEB plans in which employees of each operating company participated at December 31, 2018:2019:
  
Operating Company(e)
Name of Plan: Generation ComEd PECO BGEBSC PHI Pepco DPL ACE
Qualified Pension Plans:                
Exelon Corporation Retirement Program(a)
XXXXXXX
Exelon Corporation Cash Balance Pension Plan(a)
X X X X X X X X X
Exelon Corporation Pension Plan for Bargaining Unit Employees(a)
 XX  X         
Exelon New England Union Employees Pension Plan(a)
 X               
Exelon Employee Pension Plan for Clinton, TMI and Oyster Creek(a)
 X  X  X   X     X
Pension Plan of Constellation Energy Group, Inc.(b)
X  X X X  X X X  X
Pension Plan of Constellation Energy Nuclear Group, LLC(c)
 X X   X X X     
Nine Mile Point Pension Plan(c)
XX
Constellation Mystic Power, LLC Union Employees Pension Plan Including Plan A and Plan B(b)
 X              
Constellation Mystic Power, LLC Union Employees Pension Plan Including Plan A and Plan B(b)
X  
Pepco Holdings LLC Retirement Plan(d)
X X X X X X X X X
Non-Qualified Pension Plans:                
Exelon Corporation Supplemental Pension Benefit Plan and 2000 Excess Benefit Plan(a)
 XXXX
Exelon Corporation Supplemental Management Retirement Plan(a)
XXXXXXX
Constellation Energy Group, Inc. Senior Executive Supplemental Plan(b)
XX
Constellation Energy Group, Inc. Supplemental Pension Plan(b)
XX
Constellation Energy Group, Inc. Benefits Restoration Plan(b)
 X  X   X  X      
Exelon Corporation Supplemental Management Retirement Plan(a)
XXXXXX
Constellation Energy Group, Inc. Senior Executive Supplemental Plan(b)
XXX
Constellation Energy Group, Inc. Supplemental Pension Plan(b)
XXX
Constellation Energy Group, Inc. Benefits Restoration Plan(b)
XXXXX
Constellation Energy Nuclear Plan, LLC Executive Retirement Plan(c)
 X       X      
Constellation Energy Nuclear Plan, LLC Benefits Restoration Plan(c)
 X  
Baltimore Gas & Electric Company Executive Benefit Plan(b)
X      X         
Baltimore Gas & Electric Company ExecutiveManager Benefit Plan(b)
 X  X  X X         
Baltimore Gas & Electric Company Manager Benefit Plan(b)
XXXX
Pepco Holdings LLC 2011 Supplemental Executive Retirement Plan(d)
         X X X XX
Conectiv Supplemental Executive Retirement Plan (d)
 X       X X  X X
Pepco Holdings LLC Combined Executive Retirement Plan (d)
         X X X   
Atlantic City Electric Director Retirement Plan (d)
               X


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Note 14 — Retirement Benefits

  
Operating Company(e)
Name of Plan: Generation ComEd PECO BGE BSCPHI Pepco DPL ACE
Other Postretirement BenefitOPEB Plans:                
PECO Energy Company Retiree Medical Plan(a)
X X  X X  X X X X X
Exelon Corporation Health Care Program(a)
X X  X  X X X X   X
Exelon Corporation Employees’ Life Insurance Plan(a)
X X  X  X  X        
Exelon Corporation Health Reimbursement Arrangement Plan(a)
X X  X  X  X        
Constellation Energy Group, Inc. Retiree Medical Plan(b)
X  X X X  X X    
Constellation Energy Group, Inc. Retiree Dental Plan(b)
 X     X X         
Constellation Energy Group, Inc. Employee Life Insurance Plan and Family Life Insurance Plan(b)
X  X X X  X X    
Constellation Mystic Power, LLC
Post-Employment Medical Account Savings Plan(b)
 X               
Exelon New England Union Post-Employment Medical Savings Account Plan(a)
 X               
Retiree Medical Plan of Constellation Energy Nuclear Group LLC(c)
 X     XX
Retiree Dental Plan of Constellation Energy Nuclear Group LLC(c)
XXX
Nine Mile Point Nuclear Station, LLC Medical Care and Prescription Drug Plan for Retired Employees(c)
 X        
Retiree Dental Plan of Constellation Energy Nuclear Group LLC(c)
XXX      
Nine Mile Point Nuclear Station, LLC Medical Care and Prescription Drug Plan for Retired Employees(c)
XX
Pepco Holdings LLC Welfare Plan for Retirees(d)
X X X X X X X X X
________________________________
(a)These plans are collectively referred to as the legacy Exelon plans.
(b)These plans are collectively referred to as the legacy Constellation Energy Group (CEG) Plans.
(c)These plans are collectively referred to as the legacy CENG plans.
(d)These plans are collectively referred to as the legacy PHI plans.
(e)Employees generally remain in their legacy benefit plans when transferring between operating companies.
Exelon’s traditional and cash balance pension plans are intended to be tax-qualified defined benefit plans. Exelon has elected that the trusts underlying these plans be treated as qualified trusts under the IRC. If certain conditions are met, Exelon can deduct payments made to the qualified trusts, subject to certain IRC limitations.
Benefit Obligations, Plan Assets and Funded Status
Exelon recognizes the overfunded or underfunded status of defined benefit pension and OPEB plans as an asset or liability on its balance sheet, with offsetting entries to AOCI and regulatory assets (liabilities), in accordance with the applicable authoritative guidance. The measurement date for the plans is December 31.
During the first quarter of 2018,2019, Exelon received an updated valuation of its pension and OPEB to reflect actual census data as of January 1, 2018.2019. This valuation resulted in an increase to the pension and OPEB obligations of $23$75 million and $14$36 million, respectively. Additionally, accumulated other comprehensive loss decreasedincreased by $18$39 million (after-tax) and regulatory assets and liabilities increased by $61$53 million and $1decreased by $5 million, respectively.


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


Note 14 — Retirement Benefits
In connection with the acquisition of FitzPatrick in 2017, Exelon recorded pension and OPEB obligations for FitzPatrick employees of $16 million and $17 million, respectively. See Note 5 — Mergers, Acquisitions and Dispositions for additional information of the acquisition of FitzPatrick.
The following tables provide a rollforward of the changes in the benefit obligations and plan assets of Exelon for the most recent two years for all plans combined:
Pension Benefits 
Other
Postretirement Benefits
Pension Benefits OPEB
Exelon2018 2017 2018 2017
2019 2018 2019 2018
Change in benefit obligation:              
Net benefit obligation at beginning of year$22,337
 $21,060
 $4,856
 $4,457
$20,692
 $22,337
 $4,369
 $4,856
Service cost405
 387

112
 106
357
 405

93
 112
Interest cost802
 842

175
 182
883
 802

188
 175
Plan participants’ contributions
 
 45
 53

 
 44
 45
Actuarial (gain) loss(a)
(1,561) 1,182
 (540) 350
2,322
 (1,561) 250
 (540)
Plan amendments(4) 9
 
 
68
 (4) 
 
Acquisitions(b)

 16
 
 17
Curtailments(3) 
 
 
Settlements(48) (34)
(4) 
(35) (48)
(4) (4)
Contractual termination benefits1
 
 
 
Gross benefits paid(1,239) (1,125)
(275) (309)(1,417) (1,239)
(282) (275)
Net benefit obligation at end of year$20,692
 $22,337
 $4,369
 $4,856
$22,868
 $20,692
 $4,658
 $4,369
Pension Benefits 
Other
Postretirement Benefits
Pension Benefits OPEB
Exelon2018 2017 2018 2017
2019 2018 2019 2018
Change in plan assets:              
Fair value of net plan assets at beginning of year$18,573
 $16,791
 $2,732
 $2,578
$16,678
 $18,573
 $2,408
 $2,732
Actual return on plan assets(945) 2,600
 (136) 346
3,008
 (945) 324
 (136)
Employer contributions337

341

46

64
356

337

51

46
Plan participants’ contributions
 
 45
 53

 
 44
 45
Gross benefits paid(1,239)
(1,125)
(275)
(309)(1,417)
(1,239)
(282)
(275)
Settlements(48)
(34)
(4)

(35)
(48)
(4)
(4)
Fair value of net plan assets at end of year$16,678
 $18,573
 $2,408
 $2,732
$18,590
 $16,678
 $2,541
 $2,408
__________
(a)The pension actuarial loss in 2019 primarily reflects a decrease in the discount rate. The OPEB actuarial loss in 2019 primarily reflects a decrease in the discount rate. The pension actuarial gain in 2018 primarily reflects an increase in the discount rate. The OPEB actuarial gain in 2018 primarily reflects an increase in the discount rate and favorable health care claims experience. The pension and OPEB actuarial losses in 2017 primarily reflect a decrease in the discount rate.
(b)Exelon recorded pension and OPEB obligations associated with its acquisition of Fitzpatrick on March 31, 2017.
Exelon presents its benefit obligations and plan assets net on its balance sheet within the following line items:
 Pension Benefits OPEB
 2019 2018 2019 2018
Other current liabilities$31
 $26
 $41
 $33
Pension obligations4,247

3,988




Non-pension postretirement benefit obligations
 
 2,076

1,928
Unfunded status (net benefit obligation less plan assets)$4,278

$4,014

$2,117

$1,961


295

 Pension Benefits 
Other
Postretirement Benefits
Exelon2018 2017 2018 2017
Other current liabilities$26
 $28
 $33
 $31
Pension obligations3,988

3,736




Non-pension postretirement benefit obligations
 
 1,928

2,093
Unfunded status (net benefit obligation less plan assets)$4,014

$3,764

$1,961

$2,124

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 14 — Retirement Benefits
The funded status of the pension and other postretirement benefit obligations refers to the difference between plan assets and estimated obligations of the plan. The funded status changes over time due to several factors, including contribution levels, assumed discount rates and actual returns on plan assets.
The following tables providetable provides the projected benefit obligations (PBO), accumulated benefit obligation (ABO), and fair value of plan assets for all pension plans with a PBO oran ABO in excess of plan assets. Information for pension and OPEB plans with projected benefit obligations (PBO) and accumulated postretirement benefit obligation (APBO), respectively, in excess of plan assets has been disclosed in the Obligations and Plan Assets table above as all pension and OPEB plans are underfunded.
ABO in excess of plan assetsExelon
 2019 2018
Accumulated benefit obligation21,727
 19,656
Fair value of net plan assets18,590
 16,678
PBO in excess of plan assetsExelon
 2018 2017
Projected benefit obligation$20,692
 $22,337
Fair value of net plan assets16,678
 18,573
ABO in excess of plan assetsExelon
 2018 2017
Projected benefit obligation$20,692
 $22,337
Accumulated benefit obligation19,656
 21,153
Fair value of net plan assets16,678
 18,573
On a PBO basis, the Exelon plans were funded at 81% and 83% at December 31, 2018 and 2017, respectively. On an ABO basis, the Exelon plans were funded at 85% and 88% at December 31, 2018 and 2017, respectively. The ABO differs from the PBO in that the ABO includes no assumption about future compensation levels.
Components of Net Periodic Benefit Costs
The majority of the 20182019 pension benefit cost for the Exelon-sponsored plans is calculated using an expected long-term rate of return on plan assets of 7.00% and a discount rate of 3.62%4.31%. The majority of the 2018 other postretirement benefit2019 OPEB cost is calculated using an expected long-term rate of return on plan assets of 6.60%6.67% for funded plans and a discount rate of 3.61%4.30%.
A portion of the net periodic benefit cost for all plans is capitalized within the Consolidated Balance Sheets. The following tables present the components of Exelon’s net periodic benefit costs, prior to capitalization, for the years ended December 31, 2019, 2018 2017 and 2016 and PHI's net periodic benefit costs, prior to capitalization, for the predecessor period of January 1, 2016 to March 23, 2016.2017.
 Pension Benefits OPEB
 2019 2018 
2017(a)
 2019 2018 
2017(a)
Components of net periodic benefit cost:           
Service cost$357

$405

$387

$93

$112

$106
Interest cost883

802

842

188

175

182
Expected return on assets(1,225) (1,252) (1,196) (153) (173) (162)
Amortization of:           
Prior service cost (credit)
 2
 1
 (179) (186) (188)
Actuarial loss414
 629
 607
 45
 66
 61
Settlement and other charges17
 3
 3
 1
 1
 
Contractual termination benefits1
 
 
 
 
 
Net periodic benefit cost$447
 $589
 $644
 $(5) $(5) $(1)
 Pension Benefits 
Other
Postretirement Benefits
Exelon2018 
2017(a)
 
2016(b)
 2018 
2017(a)
 
2016(b)
Components of net periodic benefit cost:           
Service cost$405

$387

$354

$112

$106

$107
Interest cost802

842

830

175

182

185
Expected return on assets(1,252) (1,196) (1,141) (173) (162) (162)
Amortization of:           
Prior service cost (credit)2
 1
 14
 (186) (188) (185)
Actuarial loss629
 607
 554
 66
 61
 63
Settlement and other charges(c)
3
 3
 2
 1
 
 
Net periodic benefit cost$589
 $644
 $613
 $(5) $(1) $8

__________ 
(a)FitzPatrick net benefit costs are included for the period after acquisition.
(b)PHI net periodic benefit costs for the period prior to the merger are not included in the table above.
(c)2016 amount includes an additional termination benefit for PHI.

Cost Allocation to Exelon Subsidiaries
All Registrants account for their participation in Exelon’s pension and OPEB plans by applying multi-employer accounting. Exelon allocates costs related to its pension and OPEB plans to its subsidiaries based on both active and retired employee participation in each plan.
The amounts below represent the Registrants’ allocated pension and OPEB costs. As a result of new pension guidance effective on January 1, 2018, certain balances have been reclassified on Exelon’s Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2017. For Exelon, the service cost component is included in Operating and maintenance expense and Property, plant and equipment, net, while the non–service cost components are included in Other, net and Regulatory assets for the years ended December 31, 2019 and December 31, 2018 and in Other, net and Property, plant and equipment, net, for the year ended December 31, 2017. For Generation and the Utility Registrants, the service cost and non–service cost components are included

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


Note 14 — Retirement Benefits

in Operating and maintenance expense and Property, plant and equipment, net on their consolidated financial statements.
 Predecessor
 Pension Benefits Other
Postretirement Benefits
PHIJanuary 1, 2016 to March 23, 2016 January 1, 2016 to March 23, 2016
Components of net periodic benefit cost:   
Service cost$12
 $1
Interest cost26
 6
Expected return on assets(30) (5)
Amortization of:   
Prior service cost (credit)
 (3)
Actuarial loss14
 2
Net periodic benefit cost$22
 $1
For the Years Ended December 31,Exelon 
Generation(a)
 ComEd PECO BGE PHI Pepco DPL ACE
2019$442
 $135
 $96
 $12
 $61
 $95
 $25
 $15
 $16
2018583
 204
 177
 18
 60
 67
 15
 6
 12
2017643
 227
 176
 29
 64
 94
 25
 13
 13
__________
(a)FitzPatrick net benefit costs are included for the period after acquisition.
Components of AOCI and Regulatory Assets
UnderExelon recognizes the authoritative guidance foroverfunded or underfunded status of defined benefit pension and OPEB plans as an asset or liability on its balance sheet, with offsetting entries to AOCI and regulatory accounting, aassets (liabilities). A portion of current year actuarial gains and losses and prior service costs (credits) is capitalized within Exelon’s Consolidated Balance Sheets to reflect the expected regulatory recovery of these amounts, which would otherwise be recorded to AOCI. The following tables provide the components of AOCI and regulatory assets (liabilities) for Exelon for the years ended December 31, 2019, 2018 2017 and 20162017 for all plans combined and the componentscombined.
 Pension Benefits OPEB
 2019 2018 2017 2019 2018 2017
Changes in plan assets and benefit obligations recognized in AOCI and regulatory assets (liabilities):           
Current year actuarial (gain) loss$538
 $635
 $(222) $80
 $(232) $166
Amortization of actuarial loss(414) (629) (607) (45) (66) (61)
Current year prior service cost (credit)68
 (4) 9
 
 
 
Amortization of prior service (cost) credit
 (2) (1) 179
 186
 188
Curtailments(3) 
 
 
 
 
Settlements(17) (3) (3) (1) 
 
Total recognized in AOCI and regulatory assets (liabilities)$172

$(3) $(824) $213

$(112) $293
            
Total recognized in AOCI$169
 $3
 $(401) $107
 $(55) $168
Total recognized in regulatory assets (liabilities)$3
 $(6) $(423) $106
 $(57) $125


297

Table of PHI's predecessor AOCI and regulatory assets (liabilities) for the period January 1, 2016 to March 23, 2016.
 Pension Benefits 
Other
Postretirement Benefits
Exelon2018 2017 
2016(a)
 2018 2017 
2016(a)
Changes in plan assets and benefit obligations recognized in AOCI and regulatory assets (liabilities):           
Current year actuarial (gain) loss$635
 $(222) $644
 $(232) $166
 $(101)
Amortization of actuarial loss(629) (607) (554) (66) (61) (63)
Current year prior service cost (credit)(4) 9
 (60) 
 
 
Amortization of prior service (cost) credit(2) (1) (14) 186
 188
 185
Settlements(3) (3) 
 
 
 
Acquisitions
 
 994
 
 
 94
Total recognized in AOCI and regulatory assets (liabilities)$(3)
$(824) $1,010
 $(112)
$293
 $115
            
Total recognized in AOCI$3
 $(401) $51
 $(55) $168
 $20
Total recognized in regulatory assets (liabilities)$(6) $(423) $959
 $(57) $125
 $95

Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 14 — Retirement Benefits
 Predecessor
 Pension Benefits Other
Postretirement Benefits
PHIJanuary 1, 2016 to March 23, 2016 January 1, 2016 to March 23, 2016
Changes in plan assets and benefit
obligations recognized in AOCI and regulatory assets (liabilities):
   
Current year actuarial loss (gain)$
 $
Amortization of actuarial loss(14) (2)
Amortization of prior service (cost) credit
 3
Total recognized in AOCI and regulatory assets (liabilities) $(14) $1
    
Total recognized in AOCI$(1) $
Total recognized in regulatory assets (liabilities)$(13) $1

__________ 
(a)2016 amounts include PHI for the period of March 24, 2016 through December 31, 2016.
The following table provides the components of gross accumulated other comprehensive loss and regulatory assets (liabilities) for Exelon that have not been recognized as components of periodic benefit cost at December 31, 20182019 and 2017,2018, respectively, for all plans combined:
 Pension Benefits OPEB
 2019
2018 2019 2018
Prior service (credit) cost$39

$(29) $(158) $(337)
Actuarial loss7,662
 7,558
 565
 531
Total$7,701
 $7,529
 $407
 $194
        
Total included in AOCI$4,068
 $3,899
 $177
 $70
Total included in regulatory assets (liabilities)$3,633
 $3,630
 $230
 $124
 Exelon  Exelon
 Pension Benefits  
Other
Postretirement Benefits
 2018 2017  2018 2017
Prior service (credit) cost$(29)
$(24)  $(337) $(522)
Actuarial loss7,558
 7,556
  531
 829
Total$7,529
 $7,532
  $194
 $307
         
Total included in AOCI$3,899
 $3,896
  $70
 $125
Total included in regulatory assets (liabilities)$3,630
 $3,636
  $124
 $182


Average Remaining Service Period
For pension benefits, Exelon amortizes its unrecognized prior service costs and certain actuarial gains and losses, as applicable, based on participants’ average remaining service periods. The average remaining service period of Exelon's defined benefit pension plan participants was 12.0 years, 11.8 years and 11.9 years for the years ended December 31, 2018, 2017 and 2016, respectively.
For other postretirement benefits,OPEB, Exelon amortizes its unrecognized prior service costs over participants’ average remaining service period to benefit eligibility age and amortizes certain actuarial gains and losses over participants’ average remaining service period to expected retirement. The resulting average remaining service period of postretirement benefit plan participants related to benefit eligibility age was 8.8 years, 8.8 yearsperiods for pension and 9.0 years for the years ended December 31, 2018, 2017 and 2016, respectively. The average remaining service period of postretirement benefit plan participants related to expected retirement was 9.5 years, 9.6 years and 9.7 years for the years ended December 31, 2018, 2017 and 2016, respectively.OPEB were as follows:
  2019 2018 2017
Pension plans 11.7
 12.0
 11.8
OPEB plans:      
Benefit Eligibility Age 8.7
 8.8
 8.8
Expected Retirement 9.3
 9.5
 9.6
Assumptions

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

The measurement of the plan obligations and costs of providing benefits under Exelon’s defined benefit and other postretirement plans involves various factors, including the development of valuation assumptions and inputs and accounting policy elections. The measurement of benefit obligations and costs is impacted by several assumptions and inputs, including the discount rate applied to benefit obligations, the long-term EROA, Exelon’s expected level of contributions to the plans, the long-term expected investment rate credited to employees participating in cash balance plans and the anticipated rate of increase of health care costs. Additionally, assumptions related to plan participants include the incidence of mortality, the expected remaining service period, the level of compensation and rate of compensation increases, employee age and length of service,as shown below, among other factors. When developing the required assumptions, Exelon considers historical information as well as future expectations.
Expected Rate of Return. In selecting the EROA, Exelon considers historical economic indicators (including inflation and GDP growth) that impact asset returns, as well as expectations regarding future long-term capital market performance, weighted by Exelon’s target asset class allocations.
Mortality. The mortality assumption is composed of a base table that represents the current expectation of life expectancy of the population adjusted by an improvement scale that attempts to anticipate future improvements in life expectancy. For the year ended December 31, 2018, Exelon’s mortality assumption iswas supported by an actuarial experience study of Exelon's plan participants and utilizesutilized the IRS's RP–2000 base table projected to 2012 with improvement scale AA and projected thereafter with generational improvement scale BB two-dimensional adjusted to a 0.75% long-term rate reached in 2027. There were no changes toFor the year ended December 31, 2019, Exelon's mortality assumption utilizes the Society of Actuaries' 2019 base table (Pri-2012) and MP-2019 improvement scale adjusted to a 0.75% long-term rate reached in 2016, 2017 or 2018.2035.
TheFor Exelon, the following assumptions were used to determine the benefit obligations for the plans at December 31, 2018, 20172019 and 2016.2018. Assumptions used to determine year-end benefit obligations are the assumptions used to estimate the subsequent year’s net periodic benefit costs.

298

Table of Contents
Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 14 — Retirement Benefits

Pension Benefits Other Postretirement Benefits Pension BenefitsOPEB
Exelon2018 2017 
2016(f)
 2018 2017 
2016(f)
 
2019 2018 2019 2018 
Discount rate4.31%
(a)  
3.62%
(b)  
4.04%
(c) 
4.30%
(a)  
3.61%
(b)  
4.04%
(c) 
3.34%
(a)  
4.31%
(a)  
3.31%
(a)  
4.30%
(a)  
Investment Crediting Rate4.46% 4.00% 4.46% N/A N/A N/A
 3.82%
(b)  
4.46%
(b)  
N/A
 N/A
 
Rate of compensation increase    
(d) 
    
(d)  
 
(e)  
    
(d)  
    
(d)  
 
(e)  
    
(c) 
    
(c) 
    
(c) 
    
(c) 
Mortality table
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)

  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
 RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
 Pri-2012 table with MP- 2019 improvement scale (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
Pri-2012 table with MP- 2019 improvement scale (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
Health care cost trend on covered chargesN/A  N/A  N/A 5.00% with ultimate trend of 5.00% in 2017
  
  
  
  
  
  
  
5.00% with
ultimate
trend of
5.00% in
2017
  
  
  
  
  
  
  
5.00%
decreasing
to
ultimate
trend of
5.00% in
2017
 N/A N/A 5.00% with
ultimate trend of 5.00% in
2017
 5.00% with
ultimate trend of 5.00% in
2017
 
__________
(a)The discount rates above represent the blended rates used to determine the majority of Exelon’s pension and other postretirement benefits obligations as of December 31, 2018.OPEB obligations. Certain benefit plans used individual rates, rangingwhich range from 3.02% - 3.44% and 3.27% - 3.4% for pension and OPEB plans, respectively, as of December 31, 2019 and 4.13% - 4.36% and 4.27% - 4.38% for pension and other postretirementOPEB plans, respectively.respectively, as of December 31, 2018.
(b)The investment crediting rate above represents a weighted average rate.
(c)3.25% through 2019 and 3.75% thereafter.
The following assumptions were used to determine the net periodic benefit cost for Exelon for the years ended December 31, 2019, 2018 and 2017: 
 Pension Benefits Other Postretirement Benefits 
Exelon2019 2018 2017 2019 2018 2017 
Discount rate4.31%
(a) 
3.62%
(a) 
4.04%
(a) 
4.30%
(a) 
3.61%
(a) 
4.04%
(a) 
Investment Crediting Rate4.46%
(b)  
4.00%
(b)  
4.46%
(b)  
N/A
 N/A
 N/A
 
Expected return on plan assets7.00%
(c) 
7.00%
(c) 
7.00%
(c) 
6.67%
(c) 
6.60%
(c) 
6.58%
(c) 
Rate of compensation increase    
(d)  
 
(d)  
 
(e) 
    
(d)  
 
(d)  
 
(e) 
Mortality tableRP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
Health care cost trend on covered chargesN/A  N/A  N/A  5.00%
with
ultimate
trend of
5.00% in
2017
  
  
  
  
  
  
  
5.00%
with
ultimate
trend of
5.00% in
2017
  
  
  
  
  
  
  
5.50%
decreasing
to
ultimate
trend of
5.00% in
2017
  
  
  
  
  
  
  
__________
(a)The discount rates above represent the blended rates used to determineestablish the majority of Exelon’s pension and other postretirement benefits obligations as of December 31, 2017.OPEB costs. Certain benefit plans used individual rates, rangingwhich range from 3.49% - 3.65%4.13%-4.36% and 3.57% - 3.68%4.27%-4.38% for pension and other postretirementOPEB plans, respectively.respectively, for the year ended December 31, 2019; 3.49%-3.65% and 3.57%-3.68% for pension and OPEB plans; respectively, for the year ended December 31, 2018; and 3.66%-4.11% and 4.00%-4.17% for pension and OPEB plans, respectively, for the year ended December 31, 2017.
(b)The investment crediting rate above represents a weighted average rate.
(c)The discount rates above represent the blended rates usedNot applicable to determine the majority of Exelon’s pension and other postretirement benefits obligations as of December 31, 2016. Certain benefit plans used individual rates ranging from 3.66% - 4.11% and 4.00% - 4.17% for pension and other postretirement plans, respectively.that do not have plan assets.
(d)3.25% through 2019 and 3.75% thereafter.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

(e)The legacy Exelon, CEG and CENG pension and other postretirement plans used a rate of compensation increase of 3.25% through 2019 and 3.75% thereafter, while the legacy PHI pension and other postretirementOPEB plans used a weighted-average rate of compensation increase of 5% for all periods.
(f)Obligation was not remeasured for the PHI predecessor for the period from January 1, 2016, to March 23, 2016.
The following assumptions were used to determine the net periodic benefit costs for the plans for the years ended December 31, 2018, 2017 and 2016, as well as for the PHI predecessor period January 1, 2016 to March 23, 2016: 
299
 Pension Benefits Other Postretirement Benefits 
Exelon2018 2017 2016 2018 2017 2016 
Discount rate3.62%
(a) 
4.04%
(b) 
4.29%
(c)  
3.61%
(a) 
4.04%
(b) 
4.29%
(c)  
Investment Crediting Rate4.00% 4.46% 5.31% N/A
 N/A
 N/A
 
Expected return on plan assets7.00%
(d) 
7.00%
(d) 
7.00%
(d) 
6.60%
(d) 
6.58%
(d) 
6.71%
(d) 
Rate of compensation increase    

(e) 
 
 

(f)  
 
(f) 
    

(e)  
 

(f) 
 
 

(f) 
 
Mortality tableRP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
RP-2000 table projected to 2012 with improvement scale AA, with Scale BB-2D improvements (adjusted)
  
  
  
  
  
  
  
Health care cost trend on covered chargesN/A  N/A  N/A  
5.00%
with
ultimate
trend of
5.00% in
2017
  
  
  
  
  
  
  
5.00%
with
ultimate
trend of
5.00% in
2017
  
  
  
  
  
  
  
5.50%
decreasing
to
ultimate
trend of
5.00% in
2017
  
  
  
  
  
  
  

 Predecessor
 Pension Benefits Other Postretirement Benefits
PHIJanuary 1, 2016 to March 23, 2016 January 1, 2016 to March 23, 2016
Discount rate4.65%/4.55%
(g) 
4.55%
Investment crediting rate2.89% N/A
Expected return on plan assets(h)
6.50% 6.75%
Rate of compensation
increase
5.00% 5.00%
Mortality tableRP-2014 table with improvement scale MP-2015 RP-2014 table with improvement scale MP-2015
Health care cost trend on covered chargesN/A 6.33% pre-65 and 5.40% post-65 decreasing to ultimate trend of 5.00% in 2020
__________
(a)The discount rates above represent the blended rates used to establish the majority of Exelon’s pension and other postretirement benefits costs for the year ended December 31, 2018. Certain benefit plans used individual rates ranging from 3.49%-3.65% and 3.57%-3.68% for pension and other postretirement plans, respectively.
(b)The discount rates above represent the blended rates used to establish the majority of Exelon's pension and other postretirement benefits costs for the year ended December 31, 2017. Certain benefit plans used individual rates ranging from 3.66%-4.11% and 4.00%-4.17% for pension and other postretirement plans, respectively.
(c)The discount rates above represent the blended rates used to establish the majority of Exelon’s pension and other postretirement benefits costs for the year ended December 31, 2016. Certain benefit plans used the individual rates ranging from 3.68%-4.14% and 4.32%-4.43% for pension and other postretirement plans, respectively.

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 14 — Retirement Benefits
(d)Not applicable to pension and other postretirement benefit plans that do not have plan assets.
(e)3.25% through 2019 and 3.75% thereafter.
(f)The legacy Exelon, CEG and CENG pension and other postretirement plans used a rate of compensation increase of 3.25% through 2019 and 3.75% thereafter, while the legacy PHI pension and other postretirement plans used a weighted-average rate of compensation increase of 5% for all periods.
(g)The discount rate for the qualified and non-qualified pension plans was 4.65% and 4.55%, respectively.
(h)Expected return on other postretirement benefit plan assets is pre-tax.

Contributions
Exelon allocates contributions related to its legacy Exelon pension and OPEB plans to its subsidiaries based on accounting cost. For legacy CEG, CENG, FitzPatrick, and PHI plans, pension and OPEB contributions are allocated to the subsidiaries based on employee participation (both active and retired). The following tables provide contributions to the pension and other postretirement benefitOPEB plans:
 Pension Benefits Other Postretirement Benefits
 
2018(a)
 
2017(a)
 
2016(a)
 2018 2017 2016
Exelon$337

$341

$347

$46

$64

$50
Generation128
 137
 140
 11
 11
 12
ComEd38
 36
 33
 4
 5
 5
PECO28
 24
 30
 
 
 
BGE40
 39
 31
 14
 14
 18
BSC(b)
41
 38
 39
 5
 2
 3
Pepco6
 62
 24
 11
 10
 8
DPL
 
 22
 
 2
 
ACE6
 
 15
 
 20
 2
PHISCO (c)
50
 5
 17
 1
 
 2
 Pension Benefits Other Postretirement Benefits
 Successor  Predecessor Successor  Predecessor
 2018 2017 March 24, 2016 to December 31, 2016  January 1, 2016 to March 23, 2016 2018 2017 March 24, 2016 to December 31, 2016  January 1, 2016 to March 23, 2016
PHI$62
 $67
 $74
  $4
 $12
 $32
 $12
  $
 Pension Benefits OPEB
 
2019(a)
 
2018(a)
 
2017(a)
 2019 2018 2017
Exelon$356

$337

$341

$51
 $46
 $64
Generation160
 128
 137
 15
 11
 11
ComEd72
 38
 36
 5
 4
 5
PECO27
 28
 24
 1
 
 
BGE34
 40
 39
 14
 14
 14
PHI10
 62
 67
 15
 12
 32
Pepco2
 6
 62
 12
 11
 10
DPL1
 
 
 
 
 2
ACE
 6
 
 1
 
 20
__________
(a)Exelon's and Generation's pension contributions include $21 million and $25 million related to the legacy CENG plans that was funded by CENG as provided in an Employee Matters Agreement (EMA) between Exelon and CENG for the years ended December 31, 2017 and 2016, respectively. There were no pension contributions for the year ended December 31, 2018.
(b)Includes $2 million, $4 million, and $6 million of2017. There were 0 pension contributions funded by Exelon Corporate, for the years ended December 31, 2018, 2017,2019 and 2016, respectively.
(c)PHISCO’s pension contributions for the year ended December 31, 2016 include $4 million of contributions made prior to the closing of Exelon’s merger with PHI on March 23, 2016.2018.
Management considers various factors when making pension funding decisions, including actuarially determined minimum contribution requirements under ERISA, contributions required to avoid benefit restrictions and at-risk status as defined by the Pension Protection Act of 2006 (the Act), management of the pension obligation and regulatory implications. The Act requires the attainment of certain funding levels to avoid benefit restrictions (such as an inability to pay lump sums or to accrue benefits prospectively), and at-risk status (which triggers higher minimum contribution requirements and participant notification). The projected contributions below reflect a funding strategy to make levelized annual contributions with the objective of contributing the greater of (1) $300 million until all the qualified plans are fullyachieving 100% funded status on an ABO basis and (2) the minimum amounts under ERISA to meet minimum contribution requirement and/or avoid benefit restrictions and at-risk status.over time. This level funding strategy helps minimize volatility of future period required pension contributions. Based on this funding strategy and current market conditions, which are subject to change, Exelon’s estimated annual qualified pension contributions will be approximately $500 million beginning in 2020. Unlike the qualified pension plans, Exelon’s non-qualified pension plans are not funded, given that they are not subject to statutory minimum contribution requirements.
While other postretirement plans are also not subject to statutory minimum contribution requirements, Exelon does fund certain of its plans. For Exelon's funded OPEB plans, contributions generally equal accounting costs, however,

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Exelon’s management has historically considered several factors in determining the level of contributions to its other postretirement benefitOPEB plans, including liabilities management, levels of benefit claims paid and regulatory implications (amounts deemed prudent to meet regulatory expectations and best assure continued rate recovery). The amounts below include benefit payments related to unfunded plans.

300

Table of Contents
Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 14 — Retirement Benefits

The following table provides all registrants' planned contributions to the qualified pension plans, planned benefit payments to non-qualified pension plans, and planned contributions to other postretirement plans in 2019:2020:

Qualified Pension Plans
Non-Qualified Pension Plans
OPEB
Exelon$505

$36

$42
Generation227

14

16
ComEd141

2

3
PECO17

1


BGE56

2

16
PHI22

9

7
Pepco

2

7
DPL

1


ACE2





Qualified Pension Plans
Non-Qualified Pension Plans
Other
Postretirement
Benefits
Exelon$301

$25

$44
Generation135

7

13
ComEd65

1

2
PECO25

1


BGE34

1

15
BSC41

7

2
PHI1

8

12
Pepco

2

10
DPL

1


ACE



1
PHISCO1

5

1

Estimated Future Benefit Payments
Estimated future benefit payments to participants in all of the pension plans and postretirement benefit plans at December 31, 20182019 were:
 
Pension
Benefits
 OPEB
2020$1,227
 $258
20211,252
 263
20221,295
 267
20231,310
 270
20241,324
 275
2025 through 20296,770
 1,402
Total estimated future benefit payments through 2029$13,178

$2,735

 
Pension
Benefits
 
Other
Postretirement
Benefits
2019$1,196
 $255
20201,221
 263
20211,258
 269
20221,284
 274
20231,302
 282
2024 through 20286,770
 1,483
Total estimated future benefit payments through 2028$13,031

$2,826
Allocation to Exelon Subsidiaries
All registrants account for their participation in Exelon’s pension and other postretirement benefit plans by applying multi-employer accounting. Employee-related assets and liabilities, including both pension and postretirement liabilities, for the legacy Exelon plans were allocated by Exelon to its subsidiaries based on the number of active employees as of January 1, 2001 as part of Exelon’s corporate restructuring. The obligation for Generation, ComEd and PECO reflects the initial allocation and the cumulative costs incurred and contributions made since January 1, 2001. Historically, Exelon has allocated the components of pension and other postretirement costs to the subsidiaries in the legacy Exelon plans based upon several factors, including the measures of active employee participation in each plan. Pension and other postretirement benefit contributions were allocated to legacy Exelon subsidiaries in proportion to active service costs recognized and total costs recognized, respectively. Beginning in 2015, Exelon began allocating costs related to its legacy Exelon pension and other postretirement benefit plans to its subsidiaries based on both active and retired employee participation and contributions are allocated based on accounting cost. The impact of this allocation methodology change was not material to any Registrant. For legacy CEG, legacy

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

CENG, FitzPatrick, and legacy PHI plans, components of pension and other postretirement benefit costs and contributions have been, and will continue to be, allocated to the subsidiaries based on employee participation (both active and retired).
The amounts below represent the Registrants’ as well as BSC's and PHISCO's pension and OPEB costs. As a result of new pension guidance effective on January 1, 2018, certain balances have been reclassified on Exelon’s Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2017 and 2016. For Exelon, the service cost component is included in Operating and maintenance expense and Property, plant and equipment, net, for the years ended December 31, 2018, 2017 and 2016, while the non–service cost components are included in Other, net and Regulatory assets for year ended December 31, 2018 and in Other, net and Property, plant and equipment, net, for the years ended December 31, 2017 and 2016. For Generation and the Utility Registrants, the service cost and non–service cost components are included in Operating and maintenance expense and Property, plant and equipment, net on their consolidated financial statements for the years ended December 31, 2018, 2017 and 2016.
For the Years Ended December 31,Exelon 
Generation(a)
 ComEd PECO BGE 
BSC(b)
 
Pepco(c)
 
DPL(c)
 
ACE(c)
 
PHISCO(c)(d)
2018$583
 $204

$177

$18
 $60
 $57
 $15
 $6
 $12
 $34
2017643
 227

176

29
 64
 53
 25
 13
 13
 43
2016621
 218

166

33
 68
 48
 31
 18
 15
 47
 Successor  Predecessor
PHIFor the Year Ended December 31, 2018 For the Year Ended December 31, 2017 March 24, 2016 to December 31, 2016  January 1, 2016 to March 23, 2016
Pension and Other Postretirement Benefit Costs$67
 $94
 $88
  $23
__________
(a)FitzPatrick net benefit costs are included for the period after acquisition.
(b)These amounts primarily represent amounts billed to Exelon’s subsidiaries through intercompany allocations. These amounts are not included in the Generation, ComEd, PECO, BGE, PHI, Pepco, DPL or ACE amounts above.
(c)Pepco's, DPL's, ACE's and PHISCO's pension and postretirement benefit costs for the year ended December 31, 2016 include $7 million, $4 million, $3 million and $9 million, respectively, of costs incurred prior to the closing of Exelon’s merger with PHI on March 23, 2016.
(d)These amounts represent amounts billed to Pepco, DPL and ACE through intercompany allocations. These amounts are not included in Pepco, DPL or ACE amounts above.
Plan Assets
Investment Strategy. On a regular basis, Exelon evaluates its investment strategy to ensure that plan assets will be sufficient to pay plan benefits when due. As part of this ongoing evaluation, Exelon may make changes to its targeted asset allocation and investment strategy.
Exelon has developed and implemented a liability hedging investment strategy for its qualified pension plans that has reduced the volatility of its pension assets relative to its pension liabilities. Exelon is likely to continue to gradually increase the liability hedging portfolio as the funded status of its plans improves. The overall objective is to achieve attractive risk-adjusted returns that will balance the liquidity requirements of the plans’ liabilities while striving to minimize the risk of significant losses. Trust assets for Exelon’s other postretirement plans are managed in a diversified investment strategy that prioritizes maximizing liquidity and returns while minimizing asset volatility.
Actual asset returns have an impact on the costs reported for the Exelon-sponsored pension and other postretirement benefitOPEB plans. The actual asset returns across Exelon’s pension and other postretirement benefitOPEB plans for the year ended December 31, 20182019 were (4.86)%18.80% and (4.66)%14.40%, respectively, compared to an expected long-term return assumption of 7.00% and 6.60%6.67%, respectively.
Exelon used an EROA of 7.00% and 6.67%6.69% to estimate its 20192020 pension and other postretirement benefitOPEB costs, respectively.

Exelon’s pension and OPEB plan target asset allocations at December 31, 2019 and 2018 were as follows:

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Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 14 — Retirement Benefits
Exelon’s pension and other postretirement benefit plan target asset allocations at December 31, 2018 and 2017 asset allocations were as follows:
Pension Plans 
  Exelon
  
Percentage of Plan Assets
at December 31,
December 31, 2019 December 31, 2018
Asset CategoryTarget Allocation 2018 2017Pension Benefits OPEB Pension Benefits OPEB
Equity securities35% 32% 35%33% 46% 35% 47%
Fixed income securities37% 38
 39
44% 32% 37% 28%
Alternative investments(a)
28% 30
 26
23% 22% 28% 25%
Total  100% 100%100% 100% 100% 100%
Other Postretirement Benefit Plans
   Exelon
   
Percentage of Plan Assets
at December 31,
Asset CategoryTarget Allocation 2018 2017
Equity securities47% 44% 47%
Fixed income securities28% 28
 28
Alternative investments(a)
25% 28
 25
Total  100% 100%
__________
(a)Alternative investments include private equity, hedge funds, real estate, and private credit.
Concentrations of Credit Risk. Exelon evaluated its pension and other postretirement benefitOPEB plans’ asset portfolios for the existence of significant concentrations of credit risk as of December 31, 2018.2019. Types of concentrations that were evaluated include, but are not limited to, investment concentrations in a single entity, type of industry, foreign country, and individual fund. As of December 31, 2018,2019, there were no significant concentrations (defined as greater than 10% of plan assets) of risk in Exelon’s pension and other postretirement benefitOPEB plan assets.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Fair Value Measurements
The following tables present pension and other postretirement benefitOPEB plan assets measured and recorded at fair value in the Registrants'Exelon's Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy at December 31, 20182019 and 2017:
Exelon2018:
December 31, 2018(a)
Level 1 Level 2 Level 3 Not subject to leveling Total
December 31, 2019(a)
Level 1 Level 2 Level 3 Not subject to leveling Total
Pension plan assets                  
Cash equivalents$350
 $
 $
 $
 $350
$258
 $
 $
 $
 $258
Equities(c)(b)
3,364
 
 2
 1,980
 5,346
3,616
 
 5
 2,589
 6,210
Fixed income:




   





   
U.S. Treasury and agencies996
 173
 
 
 1,169
1,294
 280
 
 
 1,574
State and municipal debt
 59
 
 
 59

 56
 
 
 56
Corporate debt
 3,716
 216
 
 3,932

 4,342
 245
 
 4,587
Other(c)(b)

 329
 
 613
 942

 461
 
 851
 1,312
Fixed income subtotal996

4,277

216
 613
 6,102
1,294

5,139

245
 851
 7,529
Private equity
 
 
 1,219
 1,219

 
 
 1,391
 1,391
Hedge funds
 
 
 1,608
 1,608

 
 
 1,126
 1,126
Real estate
 
 
 1,029
 1,029

 
 
 1,030
 1,030
Private credit
 
 268
 798
 1,066

 
 237
 929
 1,166
Pension plan assets subtotal$4,710

$4,277

$486
 $7,247
 $16,720
$5,168

$5,139

$487
 $7,916
 $18,710

302

December 31, 2018(a)
Level 1 Level 2 Level 3 Not subject to leveling Total
Other postretirement benefit plan assets         
Cash equivalents$22
 $
 $
 $
 $22
Equities537
 2
 
 508
 1,047
Fixed income:




   
U.S. Treasury and agencies11
 56
 
 
 67
State and municipal debt
 126
 
 
 126
Corporate debt
 48
 
 
 48
Other183
 72
 
 170
 425
Fixed income subtotal194

302



170
 666
Hedge funds
 
 
 411
 411
Real estate
 
 
 132
 132
Private credit
 
 
 132
 132
Other postretirement benefit plan assets subtotal$753

$304

$
 $1,353

$2,410
Total pension and other postretirement benefit plan assets(e)
$5,463
 $4,581
 $486
 $8,600
 $19,130

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 14 — Retirement Benefits

December 31, 2017(a)(b)
Level 1 Level 2 Level 3 Not subject to leveling Total
Pension plan assets         
Cash equivalents$585
 $
 $
 $
 $585
Equities(c)
3,565
 
 2
 3,077
 6,644
Fixed income:

 

 

   

U.S. Treasury and agencies1,150
 159
 
 
 1,309
State and municipal debt
 64
 
 
 64
Corporate debt
 3,931
 232
 
 4,163
Other(c)

 447
 
 756
 1,203
Fixed income subtotal1,150

4,601

232
 756
 6,739
Private equity
 
 
 1,034
 1,034
Hedge funds
 
 
 1,770
 1,770
Real estate
 
 
 884
 884
Private credit(d)

 
 224
 695
 919
Pension plan assets subtotal$5,300

$4,601

$458
 $8,216

$18,575
December 31, 2017(a)(b)
Level 1 Level 2 Level 3 Not subject to leveling Total
Other postretirement benefit plan assets         
December 31, 2019(a)
Level 1 Level 2 Level 3 Not subject to leveling Total
OPEB plan assets         
Cash equivalents$29
 $
 $
 $
 $29
$39
 $
 $
 $
 $39
Equities523
 2
 
 764
 1,289
473
 3
 
 719
 1,195
Fixed income:




   





   
U.S. Treasury and agencies13
 56
 
 
 69
17
 64
 
 
 81
State and municipal debt
 136
 
 
 136

 107
 
 
 107
Corporate debt
 47
 
 
 47

 49
 
 
 49
Other225
 71
 
 185
 481
258
 78
 
 201
 537
Fixed income subtotal238

310


 185
 733
275

298



201
 774
Hedge funds
 
 
 430
 430

 
 
 293
 293
Real estate
 
 
 124
 124

 
 
 109
 109
Private credit
 
 
 123
 123

 
 
 131
 131
Other postretirement benefit plan assets subtotal$790

$312

$
 $1,626
 $2,728
Total pension and other postretirement benefit plan assets(e)
$6,090
 $4,913
 $458
 $9,842
 $21,303
OPEB plan assets subtotal$787

$301

$
 $1,453

$2,541
Total pension and OPEB plan assets(c)
$5,955
 $5,440
 $487
 $9,369
 $21,251
December 31, 2018(a)
Level 1 Level 2 Level 3 Not subject to leveling Total
Pension plan assets         
Cash equivalents$350
 $
 $
 $
 $350
Equities(b)
3,364
 
 2
 1,980
 5,346
Fixed income:

 

 

   

U.S. Treasury and agencies996
 173
 
 
 1,169
State and municipal debt
 59
 
 
 59
Corporate debt
 3,716
 216
 
 3,932
Other(b)

 329
 
 613
 942
Fixed income subtotal996

4,277

216
 613
 6,102
Private equity
 
 
 1,219
 1,219
Hedge funds
 
 
 1,608
 1,608
Real estate
 
 
 1,029
 1,029
Private credit
 
 268
 798
 1,066
Pension plan assets subtotal$4,710

$4,277

$486
 $7,247

$16,720

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

Note 14 — Retirement Benefits

December 31, 2018(a)
Level 1 Level 2 Level 3 Not subject to leveling Total
OPEB plan assets         
Cash equivalents$22
 $
 $
 $
 $22
Equities537
 2
 
 508
 1,047
Fixed income:




   
U.S. Treasury and agencies11
 56
 
 
 67
State and municipal debt
 126
 
 
 126
Corporate debt
 48
 
 
 48
Other183
 72
 
 170
 425
Fixed income subtotal194

302


 170
 666
Hedge funds
 
 
 411
 411
Real estate
 
 
 132
 132
Private credit
 
 
 132
 132
OPEB plan assets subtotal$753

$304

$
 $1,353
 $2,410
Total pension and OPEB plan assets(c)
$5,463
 $4,581
 $486
 $8,600
 $19,130
__________
(a)See Note 11—17—Fair Value of Financial Assets and Liabilities for a description of levels within the fair value hierarchy.
(b)Effective March 31, 2017, Exelon became sponsor of FitzPatrick's defined benefit pension and other postretirement benefit plans, and assumed FitzPatrick's benefit plan obligations.
(c)Includes derivative instruments of $2 million and less than $1 million and $6 million, which have a total notional amount of $5,991$6,668 million and $3,606$5,991 million at December 31, 20182019 and 2017,2018, respectively. The notional principal amounts for these instruments provide one measure of the transaction volume outstanding as of the fiscal years ended and do not represent the amount of the company’s exposure to credit or market loss.
(d)Prior year amounts reflect a reclassification from Not subject to leveling into Level 3.
(e)(c)Excludes net liabilities of $44$120 million and net assets of $2$44 million at December 31, 20182019 and 2017,2018, respectively, which are required to reconcile to the fair value of net plan assets. These items consist primarily of receivables or payables related to pending securities sales and purchases, interest and dividends receivable.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

The following table presents the reconciliation of Level 3 assets and liabilities for Exelon measured at fair value for pension and other postretirement benefitOPEB plans for the years ended December 31, 20182019 and 2017:
Exelon2018:
Fixed Income Equities 
Private
Credit
 TotalFixed Income Equities 
Private
Credit
 Total
Pension Assets              
Balance as of January 1, 2018$232

$2
 $224
 $458
Balance as of January 1, 2019$216

$2
 $268
 $486
Actual return on plan assets:


   




   

Relating to assets still held at the
reporting date
(14)

 9
 (5)28

3
 28
 59
Relating to assets sold during the
period
(1)

 
 (1)(7)

 
 (7)
Purchases, sales and settlements:


   




   

Purchases19


 35
 54
26


 41
 67
Sales(8)

 
 (8)(4)

 
 (4)
Settlements(b)(a)
(12)

 
 (12)(2)

 (100) (102)
Balance as of December 31, 2018$216

$2
 $268
 $486
Transfers out of Level 3(12)

 
 (12)
Balance as of December 31, 2019$245

$5
 $237
 $487

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

Note 14 — Retirement Benefits

Fixed income Equities 
Private
Credit (a)
 TotalFixed income Equities 
Private
Credit
 Total
Pension Assets              
Balance as of January 1, 2017$206

$2
 $229
 $437
Balance as of January 1, 2018$232

$2
 $224
 $458
Actual return on plan assets:


   




   

Relating to assets still held at the
reporting date
11


 29
 40
(14)

 9
 (5)
Relating to assets sold during the
period
(1)

 
 (1)
Purchases, sales and settlements:


   




   

Purchases31


 5
 36
19


 35
 54
Sales(16)

 
 (16)(8)

 
 (8)
Settlements(b)



 (39) (39)
Balance as of December 31, 2017$232

$2

$224
 $458
Settlements(a)
(12)

 
 (12)
Balance as of December 31, 2018$216

$2

$268
 $486
__________
(a)Prior year amounts reflect a reclassification from Not subject to leveling into Level 3.
(b)Represents cash settlements only.
There were no0 significant transfers between Level 1 and Level 2 during the year ended December 31, 20182019 for the pension and other postretirement benefitOPEB plan assets.
Valuation Techniques Used to Determine Fair Value
The techniques used to fair value the pension and OPEB assets invested in cash equivalents, equities, fixed income, derivatives, private equity, real estate, and private credit investments are the same as the valuation techniques for these types of investments in NDTFs. See Cash equivalents.Equivalents and NDT Fund Investments in Note 17 - Fair Value of Financial Assets and Liabilities for further information.
Pension and OPEB assets also include investments in hedge funds. Hedge fund investments include those seeking to maximize absolute returns using a broad range of strategies to enhance returns and provide additional diversification. The fair value of hedge funds is determined using NAV or its equivalent as a practical expedient, and therefore, hedge funds are not classified within the fair value hierarchy. Exelon has the ability to redeem these investments at NAV or its equivalent subject to certain restrictions which may include a lock-up period or a gate.
Defined Contribution Savings Plan (All Registrants)
The Registrants participate in various 401(k) defined contribution savings plans that are sponsored by Exelon. The plans are qualified under applicable sections of the IRC and allow employees to contribute a portion of their pre-tax and/or after-tax income in accordance with specified guidelines. All Registrants match a percentage of the employee contributions up to certain limits. The following table presents matching contributions to the savings plan for the years ended December 31, 2019, 2018 and 2017:
For the Year Ended December 31,Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
2019$161
 $73

$35

$11

$12

13
 $3
 $3
 $2
2018179
 86

37

9

12

13
 3
 2
 2
2017128
 55

31

10

10

13
 3
 2
 2


15. Derivative Financial Instruments (All Registrants)
The Registrants use derivative instruments to manage commodity price risk, interest rate risk and foreign exchange risk related to ongoing business operations.
Authoritative guidance requires that derivative instruments be recognized as either assets or liabilities at fair value, with changes in fair value of the derivative recognized in earnings immediately. Other accounting treatments are

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

Note 15 — Derivative Financial Instruments

available through special election and designation, provided they meet specific, restrictive criteria both at the time of designation and on an ongoing basis. These alternative permissible accounting treatments include NPNS, cash flow hedges and fair value hedges. All derivative economic hedges related to commodities, referred to as economic hedges, are recorded at fair value through earnings at Generation and are offset by a corresponding regulatory asset or liability at ComEd. For all NPNS derivative instruments, accounts receivable or accounts payable are recorded when derivative settles and revenue or expense is recognized in earnings as the underlying physical commodity is sold or consumed.
Authoritative guidance about offsetting assets and liabilities requires the fair value of derivative instruments to be shown in the Combined Notes to Consolidated Financial Statements on a gross basis, even when the derivative instruments are subject to legally enforceable master netting agreements and qualify for net presentation in the Consolidated Balance Sheets. A master netting agreement is an agreement between two counterparties that may have derivative and non-derivative contracts with each other providing for the net settlement of all referencing contracts via one payment stream, which takes place as the contracts deliver, when collateral is requested or in the event of default. In the tables below that present fair value balances, Generation’s energy-related economic hedges and proprietary trading derivatives are shown gross. The impact of the netting of fair value balances with the same counterparty that are subject to legally enforceable master netting agreements, as well as netting of cash collateral, including margin on exchange positions, is aggregated in the collateral and netting columns.
Generation’s and ComEd’s use of cash collateral is generally unrestricted unless Generation or ComEd are downgraded below investment grade. Cash collateral held by PECO, BGE, Pepco, DPL and ACE must be deposited in an unaffiliated major U.S. commercial bank or foreign bank with a U.S. branch office that meet certain qualifications.
Commodity Price Risk (All Registrants)
Each of the Registrants employ established policies and procedures to manage their risks associated with market fluctuations in commodity prices by entering into physical and financial derivative contracts, including swaps, futures, forwards, options and short-term and long-term commitments to purchase and sell energy and commodity products. The Registrants believe these instruments, which are either determined to be non-derivative or classified as economic hedges, mitigate exposure to fluctuations in commodity prices.
Generation. To the extent the amount of energy Generation produces differs from the amount of energy it has contracted to sell, Exelon and Generation are exposed to market fluctuations in the prices of electricity, fossil fuels and other commodities. Within Exelon, Generation has the most exposure to commodity price risk. As such, Generation uses a variety of derivative and non-derivative instruments to manage the commodity price risk of its electric generation facilities, including power and gas sales, fuel and power purchases, natural gas transportation and pipeline capacity agreements and other energy-related products marketed and purchased. To manage these risks, Generation may enter into fixed-price derivative or non-derivative contracts to hedge the variability in future cash flows from expected sales of power and gas and purchases of power and fuel. The objectives for executing such hedges include fixing the price for a portion of anticipated future electricity sales at a level that provides an acceptable return. Generation is also exposed to differences between the locational settlement prices of certain economic hedges and the hedged generating units. This price difference is actively managed through other instruments which include derivative congestion products, whose changes in fair value are recognized in earnings each period, and auction revenue rights, which are accounted for on an accrual basis.
Additionally, Generation is exposed to certain market risks through its proprietary trading activities. The proprietary trading activities are a complement to Generation’s energy marketing portfolio but represent a small portion of Generation’s overall energy marketing activities and are subject to limits established by Exelon’s RMC.

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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 15 — Derivative Financial Instruments

Utility Registrants. The Utility Registrants procure electric and natural gas supply through a competitive procurement process approved by each of the respective state utility commissions. The Utility Registrants’ hedging programs are intended to reduce exposure to energy and natural gas price volatility and have no direct earnings impact as the costs are fully recovered from customers through regulatory-approved recovery mechanisms. The following table provides a summary of the Utility Registrants’ primary derivative hedging instruments, listed by commodity and accounting treatment.
RegistrantCommodityAccounting TreatmentHedging instrument
ComEdElectricityNPNSFixed price contracts based on all requirements in the IPA procurement plans.
Electricity
Changes in fair value of economic hedge recorded to an offsetting regulatory asset or liability(a)
20-year floating-to-fixed energy swap contracts beginning June 2012 based on the renewable energy resource procurement requirements in the Illinois Settlement Legislation of approximately 1.3 million MWhs per year.
PECO(b)
GasNPNSFixed price contracts to cover about 20% of planned natural gas purchases in support of projected firm sales.
BGEElectricityNPNSFixed price contracts for all SOS requirements through full requirements contracts.
GasNPNSFixed price contracts for between 10-20% of forecasted system supply requirements for flowing (i.e., non-storage) gas for the November through March period.
PepcoElectricityNPNSFixed price contracts for all SOS requirements through full requirements contracts.
DPLElectricityNPNSFixed price contracts for all SOS requirements through full requirements contracts.
GasNPNSFixed price contracts through full requirements contracts.
Changes in fair value of economic hedge recorded to an offsetting regulatory asset or liability(c)
Exchange traded future contracts for 50% of estimated monthly purchase requirements each month, including purchases for storage injections.
ACEElectricityNPNSFixed price contracts for all BGS requirements through full requirements contracts.
_________
(a)See Note 3 - Regulatory Matters for additional information.
(b)As part of its hedging program, PECO enters into electric supply procurement contracts that do not meet the definition of a derivative instrument.
(c)The fair value of the DPL economic hedge is not material as of December 31, 2019 and 2018 and is not presented in the fair value tables below.

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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 15 — Derivative Financial Instruments

The following table provides a summary of the derivative fair value balances recorded by Exelon, Generation and ComEd as of December 31, 2019 and 2018:
 Exelon Generation ComEd
December 31, 2019
Total
Derivatives
 
Economic
Hedges
 
Proprietary
Trading
 
Collateral

(a)(b)
 
Netting(a)
 Subtotal 
Economic
Hedges
Mark-to-market derivative assets (current assets)$675
 $3,506
 $72
 $287
 $(3,190) $675
 $
Mark-to-market derivative assets (noncurrent assets)508
 1,238
 25
 122
 (877) 508
 
Total mark-to-market derivative assets1,183
 4,744

97

409
 (4,067) 1,183
 
Mark-to-market derivative liabilities (current liabilities)(236) (3,713) (38) 357
 3,190
 (204) (32)
Mark-to-market derivative liabilities (noncurrent liabilities)(380) (1,140) (11) 163
 877
 (111) (269)
Total mark-to-market derivative liabilities(616) (4,853)
(49)
520
 4,067
 (315) (301)
Total mark-to-market derivative net assets (liabilities)$567
 $(109)
$48

$929
 $
 $868
 $(301)
              
December 31, 2018             
Mark-to-market derivative assets (current assets)$801
 $3,505
 $105
 $121
 $(2,930) $801
 $
Mark-to-market derivative assets (noncurrent assets)445
 1,266
 41
 51
 (913) 445
 
Total mark-to-market derivative assets1,246
 4,771
 146
 172
 (3,843) 1,246
 
Mark-to-market derivative liabilities (current liabilities)(473) (3,429) (74) 125
 2,931
 (447) (26)
Mark-to-market derivative liabilities (noncurrent liabilities)(474) (1,203) (20) 60
 912
 (251) (223)
Total mark-to-market derivative liabilities(947) (4,632) (94) 185
 3,843
 (698) (249)
Total mark-to-market derivative net assets (liabilities)$299
 $139
 $52
 $357
 $
 $548
 $(249)
_________
(a)Exelon and Generation net all available amounts allowed under the derivative authoritative guidance in the balance sheet. These amounts include unrealized derivative transactions with the same counterparty under legally enforceable master netting agreements and cash collateral. In some cases Exelon and Generation may have other offsetting exposures, subject to a master netting or similar agreement, such as trade receivables and payables, transactions that do not qualify as derivatives, letters of credit and other forms of non-cash collateral. These amounts are immaterial and not reflected in the table above.
(b)Of the collateral posted/(received), $511 million and $(94) million represents variation margin on the exchanges at December 31, 2019 and 2018, respectively.

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Economic Hedges (Commodity Price Risk)
Generation. For the years ended December 31, 2019, 2018 and 2017, Exelon and Generation recognized the following net pre-tax commodity mark-to-market gains (losses) which are also located in the Net fair value changes related to derivatives line in the Consolidated Statements of Cash Flows.

 2019 2018 2017
Income Statement Location Gain (Loss)
Operating revenues $
 $(270) $(126)
Purchased power and fuel (204) (47) (43)
Total Exelon and Generation $(204) $(317) $(169)

In general, increases and decreases in forward market prices have a positive and negative impact, respectively, on Generation’s owned and contracted generation positions that have not been hedged. Generation hedges commodity price risk on a ratable basis over three-year periods. As of December 31, 2019, the percentage of expected generation hedged for the Mid-Atlantic, Midwest, New York and ERCOT reportable segments is 91%-94% and 61%-64% for 2020 and 2021, respectively.
Proprietary Trading (Commodity Price Risk)
Generation also executes commodity derivatives for proprietary trading purposes. Proprietary trading includes all contracts executed with the intent of benefiting from shifts or changes in market prices as opposed to those executed with the intent of hedging or managing risk. Gains and losses associated with proprietary trading are reported as Operating revenues in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income and are included in the Net fair value changes related to derivatives line in the Consolidated Statements of Cash Flows. For the years ended December 31, 2019, 2018 and 2017, net pre-tax commodity mark-to-market gains (losses) for Exelon and Generation were not material. The Utility Registrants do not execute derivatives for proprietary trading purposes.
Interest Rate and Foreign Exchange Risk (Exelon and Generation)
Exelon and Generation utilize interest rate swaps, which are treated as economic hedges, to manage their interest rate exposure. On July 1, 2018, Exelon de-designated its fair value hedges related to interest rate risk and Generation de-designated its cash flow hedges related to interest rate risk. The notional amounts were $1,269 million and $1,420 million at December 31, 2019 and 2018, respectively, for Exelon and $569 million and $620 million at December 31, 2019 and 2018, respectively, for Generation.
Generation utilizes foreign currency derivatives to manage foreign exchange rate exposure associated with international commodity purchases in currencies other than U.S. dollars, which are treated as economic hedges. The notional amounts were $231 million and $268 million at December 31, 2019 and 2018, respectively.
The mark-to-market derivative assets and liabilities as of December 31, 2019 and 2018 and the mark-to-market gains (losses) for the years ended December 31, 2019, 2018 and 2017 were not material for Exelon and Generation.
Credit Risk (All Registrants)
The Registrants would be exposed to credit-related losses in the event of non-performance by counterparties on executed derivative instruments. The credit exposure of derivative contracts, before collateral, is represented by the fair value of contracts at the reporting date.
Generation. For commodity derivatives, Generation enters into enabling agreements that allow for payment netting with its counterparties, which reduces Generation’s exposure to counterparty risk by providing for the offset of amounts payable to the counterparty against amounts receivable from the counterparty. Typically, each enabling agreement is for a specific commodity and so, with respect to each individual counterparty, netting is limited to transactions involving that specific commodity product, except where master netting agreements exist with a counterparty that allow for cross product netting. In addition to payment netting language in the enabling agreement, Generation’s credit department establishes credit limits, margining thresholds and collateral requirements for each counterparty, which are defined in the derivative contracts. Counterparty credit limits are based on an internal credit

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review process that considers a variety of factors, including the results of a scoring model, leverage, liquidity, profitability, credit ratings by credit rating agencies, and risk management capabilities. To the extent that a counterparty’s margining thresholds are exceeded, the counterparty is required to post collateral with Generation as specified in each enabling agreement. Generation’s credit department monitors current and forward credit exposure to counterparties and their affiliates, both on an individual and an aggregate basis.
The following tables provide information on Generation’s credit exposure for all derivative instruments, NPNS and payables and receivables, net of collateral and instruments that are subject to master netting agreements, as of December 31, 2019. The tables further delineate that exposure by credit rating of the counterparties and provide guidance on the concentration of credit risk to individual counterparties. The figures in the tables below exclude credit risk exposure from individual retail counterparties, nuclear fuel procurement contracts and exposure through RTOs, ISOs, NYMEX, ICE, NASDAQ, NGX and Nodal commodity exchanges.
Rating as of December 31, 2019
Total
Exposure
Before Credit
Collateral
 
Credit
Collateral(a)
 
Net
Exposure
 
Number of
Counterparties
Greater than 10%
of Net Exposure
 
Net Exposure of
Counterparties
Greater than 10%
of Net Exposure
Investment grade$877

$20
 $857
 
 $
Non-investment grade79

63
 16
    
No external ratings


 
    
Internally rated — investment grade218


 218
    
Internally rated — non-investment grade139

23
 116
    
Total$1,313

$106
 $1,207
 
 $
Net Credit Exposure by Type of CounterpartyAs of
December 31, 2019
Financial institutions$9
Investor-owned utilities, marketers, power producers930
Energy cooperatives and municipalities235
Other33
Total$1,207
__________
(a)As of December 31, 2019, credit collateral held from counterparties where Generation had credit exposure included $25 million of cash and $81 million of letters of credit. The credit collateral does not include non-liquid collateral.
Utility Registrants. The Utility Registrants have contracts to procure electric and natural gas supply that provide suppliers with a certain amount of unsecured credit. If the exposure on the supply contract exceeds the amount of unsecured credit, the suppliers may be required to post collateral. The net credit exposure is mitigated primarily by the ability to recover procurement costs through customer rates. As of December 31, 2019, the Utility Registrants’ counterparty credit risk with suppliers was immaterial.
Credit-Risk-Related Contingent Features (All Registrants)
Generation. As part of the normal course of business, Generation routinely enters into physically or financially settled contracts for the purchase and sale of electric capacity, electricity, fuels, emissions allowances and other energy-related products. Certain of Generation’s derivative instruments contain provisions that require Generation to post collateral. Generation also enters into commodity transactions on exchanges where the exchanges act as the counterparty to each trade. Transactions on the exchanges must adhere to comprehensive collateral and margining requirements. This collateral may be posted in the form of cash or credit support with thresholds contingent upon Generation’s credit rating from each of the major credit rating agencies. The collateral and credit support requirements vary by contract and by counterparty. These credit-risk related contingent features stipulate that if Generation were to be downgraded or lose its investment grade credit rating (based on its senior unsecured debt rating), it would be required to provide additional collateral. This incremental collateral requirement allows for the offsetting of derivative instruments that are assets with the same counterparty, where the contractual right of offset exists under applicable master netting agreements. In the absence of expressly agreed-to provisions that specify

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Note 15 — Derivative Financial Instruments

the collateral that must be provided, collateral requested will be a function of the facts and circumstances of the situation at the time of the demand. In this case, Generation believes an amount of several months of future payments (i.e., capacity payments) rather than a calculation of fair value is the best estimate for the contingent collateral obligation, which has been factored into the disclosure below.
The aggregate fair value of all derivative instruments with credit-risk related contingent features in a liability position that are not fully collateralized (excluding transactions on the exchanges that are fully collateralized) is detailed in the table below:
  As of December 31,
Credit-Risk Related Contingent Features 2019 2018
Gross fair value of derivative contracts containing this feature(a)
 $(956) $(1,723)
Offsetting fair value of in-the-money contracts under master netting arrangements(b)
 649
 1,105
Net fair value of derivative contracts containing this feature(c)
 $(307) $(618)
__________
(a)Amount represents the gross fair value of out-of-the-money derivative contracts containing credit-risk-related contingent features ignoring the effects of master netting agreements.
(b)Amount represents the offsetting fair value of in-the-money derivative contracts under legally enforceable master netting agreements with the same counterparty, which reduces the amount of any liability for which a Registrant could potentially be required to post collateral.
(c)Amount represents the net fair value of out-of-the-money derivative contracts containing credit-risk related contingent features after considering the mitigating effects of offsetting positions under master netting arrangements and reflects the actual net liability upon which any potential contingent collateral obligations would be based.
As of December 31, 2019 and 2018, Exelon and Generation posted or held the following amounts of cash collateral and letters of credit on derivative contracts with external counterparties, after giving consideration to offsetting derivative and non-derivative positions under master netting agreements.
  As of December 31,
  2019 2018
Cash collateral posted $982
 $418
Letters of credit posted 264
 367
Cash collateral held 103
 47
Letters of credit held 112
 44
Additional collateral required in the event of a credit downgrade below investment grade 1,509
 2,104

Generation entered into supply forward contracts with certain utilities, including PECO and BGE, with one-sided collateral postings only from Generation. If market prices fall below the benchmark price levels in these contracts, the utilities are not required to post collateral. However, when market prices rise above the benchmark price levels, counterparty suppliers, including Generation, are required to post collateral once certain unsecured credit limits are exceeded.
Utility Registrants
The Utility Registrants’ electric supply procurement contracts do not contain provisions that would require them to post collateral.
PECO’s, BGE’s, and DPL’s natural gas procurement contracts contain provisions that could require PECO, BGE, and DPL to post collateral in the form of cash or credit support, which vary by contract and counterparty, with thresholds contingent upon PECO’s, BGE, and DPL’s credit rating. As of December 31, 2019, PECO, BGE, and DPL were not required to post collateral for any of these agreements. If PECO, BGE or DPL lost their investment grade credit rating as of December 31, 2019, they could have been required to post incremental collateral to its counterparties of $44 million, $50 million, and $11 million, respectively.

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Note 16 — Debt and Credit Agreements

16. Debt and Credit Agreements (All Registrants)
Short-Term Borrowings
Exelon Corporate, ComEd and BGE meet their short-term liquidity requirements primarily through the issuance of commercial paper. Generation and PECO meet their short-term liquidity requirements primarily through the issuance of commercial paper and borrowings from the Exelon intercompany money pool. Pepco, DPL, and ACE meet their short-term liquidity requirements primarily through the issuance of commercial paper and borrowings from the PHI intercompany money pool. PHI Corporate meets its short-term liquidity requirements primarily through the issuance of short-term notes and the Exelon intercompany money pool. The Registrants may use their respective credit facilities for general corporate purposes, including meeting short-term funding requirements and the issuance of letters of credit.
Commercial Paper
The following table reflects the Registrants' commercial paper programs supported by the revolving credit agreements and bilateral credit agreements at December 31, 2019 and 2018:
 
Maximum
Program Size at
December 31,
 
Outstanding
Commercial
Paper at
December 31,
 
Average Interest Rate on
Commercial Paper Borrowings for
the Year Ended December 31,
Commercial Paper Issuer
2019(a)(b)(c)
 
2018(a)(b)(c)
 2019 2018 2019 2018
Exelon(d)
$9,000
 $9,000
 $870
 $89
 2.25% 2.15%
Generation5,300
 5,300
 320
 
 1.84% 1.96%
ComEd1,000
 1,000
 130
 
 2.38% 2.14%
PECO600
 600
 
 
 2.39% 2.24%
BGE600
 600
 76
 35
 2.46% 2.18%
PHI900
 900
 208
 54
 N/A
 N/A
Pepco300
 300
 82
 40
 2.56% 2.24%
DPL300
 300
 56
 
 2.02% 2.07%
ACE300
 300
 70
 14
 2.43% 2.21%
__________
(a)Excludes $1,400 million and $545 million in bilateral credit facilities at December 31, 2019 and 2018, respectively, and $159 million in credit facilities for project finance at December 31, 2019 and 2018, respectively. These credit facilities do not back Generation's commercial paper program.
(b)At December 31, 2019, excludes $142 million of credit facility agreements arranged at minority and community banks at Generation, ComEd, PECO, BGE, Pepco, DPL and ACE with aggregate commitments of $44 million, $33 million, $33 million, $8 million, $8 million, $8 million and $8 million, respectively. These facilities expire on October 9, 2020. These facilities are solely utilized to issue letters of credit. At December 31, 2018, excludes $135 million of credit facility agreements arranged at minority and community banks at Generation, ComEd, PECO, BGE, Pepco, DPL and ACE with aggregate commitments of $49 million, $33 million, $34 million, $5 million, $5 million, $5 million, and $5 million, respectively.
(c)
Pepco, DPL and ACE's revolving credit facility has the ability to flex to $500 million, $500 million, and $350 million, respectively. The borrowing capacity may be increased or decreased during the term of the facility, except that (i) the sum of the borrowing capacity must equal the total amount of the facility, and (ii) the aggregate amount of credit used at any given time by each of Pepco, DPL or ACE may not exceed $900 million or the maximum amount of short-term debt the company is permitted to have outstanding by its regulatory authorities. The total number of the borrowing reallocations may not exceed eight per year during the term of the facility.
(d)Includes revolving credit agreement at Exelon Corporate with a maximum program size of $600 million at both December 31, 2019 and 2018, respectively. Exelon Corporate had $136 million of outstanding commercial paper at December 31, 2019 and no outstanding commercial paper at the end of 2018.
In order to maintain their respective commercial paper programs in the amounts indicated above, each Registrant must have credit facilities in place, at least equal to the amount of its commercial paper program. A registrant does not issue commercial paper in an aggregate amount exceeding the then available capacity under its credit facility.

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Note 16 — Debt and Credit Agreements

At December 31, 2019, the Registrants had the following aggregate bank commitments, credit facility borrowings and available capacity under their respective credit facilities:
         Available Capacity at December 31, 2019
BorrowerFacility Type 
Aggregate Bank
Commitment
(a)
 Facility Draws 
Outstanding
Letters of Credit
 Actual 
To Support
Additional
Commercial
Paper
(b)
Exelon(b)
Syndicated Revolver / Bilaterals / Project Finance $10,559
 $
 $1,443
 $9,116
 $7,353
GenerationSyndicated Revolver 5,300
 
 769
 4,531
 4,211
GenerationBilaterals 1,400
 
 545
 855
 
GenerationProject Finance 159
 
 120
 39
 
ComEdSyndicated Revolver 1,000
 
 2
 998
 868
PECOSyndicated Revolver 600
 
 
 600
 600
BGESyndicated Revolver 600
 
 
 600
 524
PHISyndicated Revolver 900
 
 
 900
 692
PepcoSyndicated Revolver 300
 
 
 300
 218
DPLSyndicated Revolver 300
 
 
 300
 244
ACESyndicated Revolver 300
 
 
 300
 230
__________
(a)Excludes $142 million of credit facility agreements arranged at minority and community banks at Generation, ComEd, PECO, BGE, Pepco, DPL and ACE with aggregate commitments of $44 million, $33 million, $33 million, $8 million, $8 million, $8 million and $8 million, respectively. These facilities expire on October 9, 2020. These facilities are solely utilized to issue letters of credit. As of December 31, 2019, letters of credit issued under these facilities totaled $5 million, $5 million, $2 million for Generation, ComEd, and BGE, respectively.
(b)Includes $600 million aggregate bank commitment related to Exelon Corporate. Exelon Corporate had $6 million and $9 million outstanding letters of credit at December 31, 2019 and 2018, respectively. Exelon Corporate had $458 million in available capacity to support additional commercial paper at December 31, 2019.

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Note 16 — Debt and Credit Agreements

The following tables present the short-term borrowings activity for Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE during 2019 and 2018.
December 31, 2019
Exelon(a)
GenerationComEdPECOBGEPHIPepcoDPLACE
Average borrowings$472
$13
$236
$
$103
N/A$45
$21
$51
Maximum borrowings outstanding890
357
465
21
298
N/A144
125
180
Average interest rates, computed on a daily basis2.25%1.84%2.38%2.39%2.46%N/A2.56%2.02%2.43%
Average interest rates, at December 312.25%1.84%2.38%2.39%2.46%N/A2.56%2.02%2.43%
          
December 31, 2018
Exelon(a)
GenerationComEdPECOBGEPHIPepcoDPLACE
Average borrowings$531
$37
$154
$68
$65
N/A$22
$87
$95
Maximum borrowings outstanding1,237
583
520
350
239
N/A90
245
210
Average interest rates, computed on a daily basis2.21%1.96%2.14%2.24%2.18%N/A2.24%2.07%2.21%
Average interest rates, at December 312.15%1.96%2.14%2.24%2.18%N/A2.24%2.07%2.21%
__________
(a)
Includes $3 million and $4 million average borrowings related to Exelon Corporate at December 31, 2019 and 2018, respectively. Exelon Corporate had $144 million and $95 million maximum borrowings outstanding at December 31, 2019 and 2018, with 1.92% and 1.93% average interest rates computed on a daily basis for 2019 and 2018, and 1.92% and 1.93% average interest rates at December 31, 2019 and 2018, respectively.
Short-Term Loan Agreements
On March 23, 2017, Exelon Corporate entered into a term loan agreement for $500 million, which was renewed on March 22, 2018 with an expiration of March 21, 2019.  The loan agreement was renewed on March 20, 2019 and will expire on March 19, 2020. Pursuant to the loan agreement, loans made thereunder bear interest at a variable rate equal to LIBOR plus 0.95% and all indebtedness thereunder is unsecured. The loan agreement is reflected in Exelon's Consolidated Balance Sheet within Short-Term borrowings.
Revolving Credit Agreements
On May 26, 2016, Exelon Corporate, Generation, ComEd, PECO and BGE entered into amendments to each of their respective syndicated revolving credit facilities, which extended the maturity of each of the facilities to May 26, 2021. Exelon Corporate also increased the size of its facility from $500 million to $600 million. On May 26, 2016, PHI, Pepco, DPL and ACE entered into an amendment to their Second Amended and Restated Credit Agreement dated as of August 1, 2011, which (i) extended the maturity date of the facility to May 26, 2021, (ii) removed PHI as a borrower under the facility, (iii) decreased the size of the facility from $1.5 billion to $900 million and (iv) aligned its financial covenant from debt to capitalization leverage ratio to interest coverage ratio. On May 26, 2018, each of the Registrants' respective syndicated revolving credit facilities had their maturity dates extended to May 26, 2023.



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Note 16 — Debt and Credit Agreements

Bilateral Credit Agreements
The following table reflects the bilateral credit agreements at December 31, 2019:
RegistrantDate Initiated Latest Amendment Date 
Maturity Date(a)
 Amount
Generation(b)
October 26, 2012 October 24, 2019 October 24, 2020 $200
Generation(c)
January 11, 2013 January 4, 2019 March 1, 2021 100
Generation(c)
January 5, 2016 January 4, 2019 April 5, 2021 150
Generation(c)
February 21, 2019 N/A March 31, 2021 100
Generation(c)
October 25, 2019 N/A N/A 200
Generation(c)
October 25, 2019 N/A N/A 100
Generation(c)
November 20, 2019 N/A N/A 300
Generation(c)
November 21, 2019 N/A November 21, 2020 150
Generation(c)
November 21, 2019 N/A November 21, 2021 100
__________
(a)Credit facilities that do not contain a maturity date are specific to the agreements set within each contract. In some instances, credit facilities are automatically renewed based on the contingency standards set within the specific agreement.
(b)Bilateral credit facility relates to CENG, which is incorporated within Generation, and supports the issuance of letters of credit and funding for working capital and does not back Generation's commercial paper program.
(c)Bilateral credit agreements solely support the issuance of letters of credit and do not back Generation's commercial paper program.
Borrowings under Exelon Corporate’s, Generation’s, ComEd’s, PECO’s, BGE's, Pepco's, DPL's and ACE's revolving credit agreements bear interest at a rate based upon either the prime rate or a LIBOR-based rate, plus an adder based upon the particular Registrant’s credit rating. The adders for the prime based borrowings and LIBOR-based borrowings are presented in the following table:
 Exelon Generation ComEd PECO BGE Pepco DPL ACE
Prime based borrowings27.5 27.5 7.5   7.5 7.5 7.5
LIBOR-based borrowings127.5 127.5 107.5 90.0 100.0 107.5 107.5 107.5

If any registrant loses its investment grade rating, the maximum adders for prime rate borrowings and LIBOR-based rate borrowings would be 65 basis points and 165 basis points. The credit agreements also require the borrower to pay a facility fee based upon the aggregate commitments. The fee varies depending upon the respective credit ratings of the borrower.
Variable Rate Demand Bonds
DPL has outstanding obligations in respect of Variable Rate Demand Bonds (VRDB). VRDBs are subject to repayment on the demand of the holders and, for this reason, are accounted for as short-term debt in accordance with GAAP. However, these bonds may be converted to a fixed-rate, fixed-term option to establish a maturity which corresponds to the date of final maturity of the bonds. On this basis, PHI views VRDBs as a source of long-term financing. As of both December 31, 2019 and December 31, 2018, $79 million in variable rate demand bonds issued by DPL were outstanding and are included in the Long-term debt due within one year in Exelon's, PHI's and DPL's Consolidated Balance Sheet.

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Note 16 — Debt and Credit Agreements

Long-Term Debt 
The following tables present the outstanding long-term debt at the Registrants as of December 31, 2019 and 2018:
Exelon
     
Maturity
Date
 December 31,
 Rates 2019 2018
Long-term debt         
First mortgage bonds(a)
1.70%-7.90% 2020 - 2049 $17,486
 $16,496
Senior unsecured notes2.45%-7.60% 2020 - 2046 10,685
 11,285
Unsecured notes2.40%-6.35% 2021 - 2049 3,300
 2,900
Pollution control notes2.50%-2.70% 2025 - 2036 412
 435
Nuclear fuel procurement contracts  3.15% 2020 3
 39
Notes payable and other2.53%-7.99% 2020 - 2053 154
 188
Junior subordinated notes
 3.50% 2022 1,150
 1,150
Long-term software licensing agreement  3.95% 2024 55
 73
Unsecured Tax-Exempt Bonds(b)
1.63%-5.40% 2022 - 2031 222
 112
Medium-Terms Notes (unsecured)7.61%-7.72% 2027 10
 22
Transition bonds  5.55% 2023 40
 59
Loan Agreement  2.00% 2023 50
 50
Nonrecourse debt:         
     Fixed rates2.29%-6.00% 2031 - 2037 1,182
 1,253
     Variable rates3.18%-4.91% 2020 - 2024 811
 849
Total long-term debt      35,560
 34,911
Unamortized debt discount and premium, net      (72) (66)
Unamortized debt issuance costs      (214) (216)
Fair value adjustment      765
 795
Long-term debt due within one year      (4,710) (1,349)
Long-term debt      $31,329
 $34,075
Long-term debt to financing trusts(c)
         
Subordinated debentures to ComEd Financing III  6.35% 2033 $206
 $206
Subordinated debentures to PECO Trust III6.75%-7.38% 2028 81
 81
Subordinated debentures to PECO Trust IV  5.75% 2033 103
 103
Total long-term debt to financing trusts      390
 390
Unamortized debt issuance costs      
 
Long-term debt to financing trusts      $390
 $390
__________
(a)Substantially all of ComEd’s assets other than expressly excepted property and substantially all of PECO’s, Pepco's, DPL's and ACE's assets are subject to the liens of their respective mortgage indentures.
(b)Bond amount totaling $110 million was previously disclosed within the first mortgage bonds line item, as it was classified as a secured tax-exempt bond. In 2019, the callable bond was reissued as an unsecured tax-exempt bond, and is presented as such within this section.
(c)Amounts owed to these financing trusts are recorded as Long-term debt to financing trusts within Exelon’s Consolidated Balance Sheets.





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Note 16 — Debt and Credit Agreements


Generation
     
Maturity
Date
 December 31,
 Rates 2019 2018
Long-term debt         
Senior unsecured notes2.95%-7.60% 2020 - 2042 $5,420
 $6,019
Pollution control notes2.50%-2.70% 2025 - 2036 412
 435
Nuclear fuel procurement contracts 
3.15% 2020 3
 39
Notes payable and other2.53%-4.26% 2020 - 2028 115
 164
Nonrecourse debt:         
Fixed rates2.29%-6.00% 2031 - 2037 1,182
 1,253
Variable rates3.18%-4.91% 2020 - 2024 811
 849
Total long-term debt      7,943
 8,759
Unamortized debt discount and premium, net      (5) (6)
Unamortized debt issuance costs      (42) (51)
Fair value adjustment      78
 91
Long-term debt due within one year      (3,182) (906)
Long-term debt      $4,792
 $7,887


ComEd
     
Maturity
Date
 December 31,
 Rates 2019 2018
Long-term debt         
First mortgage bonds(a)
2.55%-6.45% 2020 - 2049 $8,578
 $8,179
Notes payable and other


 7.49% 2053 8
 8
Total long-term debt      8,586
 8,187
Unamortized debt discount and premium, net      (27) (23)
Unamortized debt issuance costs      (68) (63)
Long-term debt due within one year      (500) (300)
Long-term debt      $7,991
 $7,801
Long-term debt to financing trust(b)
         
Subordinated debentures to ComEd Financing III  6.35% 2033 $206
 $206
Total long-term debt to financing trusts      206
 206
Unamortized debt issuance costs      (1) (1)
Long-term debt to financing trusts      $205
 $205
__________
(a)Substantially all of ComEd’s assets, other than expressly excepted property, are subject to the lien of its mortgage indenture.
(b)Amount owed to this financing trust is recorded as Long-term debt to financing trust within ComEd’s Consolidated Balance Sheets.


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Note 16 — Debt and Credit Agreements

PECO
     
Maturity
Date
 December 31,
 Rates 2019 2018
Long-term debt         
First mortgage bonds(a)
1.70%-5.95% 2021 - 2049 $3,400
 $3,075
Loan Agreement  2.00% 2023 50
 50
Total long-term debt      3,450
 3,125
Unamortized debt discount and premium, net      (21) (18)
Unamortized debt issuance costs      (24) (23)
Long-term debt      $3,405
 $3,084
Long-term debt to financing trusts(b)
         
Subordinated debentures to PECO Trust III6.75%-7.38% 2028 $81
 $81
Subordinated debentures to PECO Trust IV  5.75% 2033 103
 103
Long-term debt to financing trusts      $184
 $184
__________
(a)Substantially all of PECO’s assets are subject to the lien of its mortgage indenture.
(b)Amounts owed to this financing trust are recorded as Long-term debt to financing trusts within PECO’s Consolidated Balance Sheets.
BGE
     
Maturity
Date
 December 31,
 Rates 2019 2018
Long-term debt         
Unsecured notes2.40%-6.35% 2021 - 2049 $3,300
 $2,900
Total long-term debt      3,300
 2,900
Unamortized debt discount and premium, net      (9) (6)
Unamortized debt issuance costs      (21) (18)
Long-term debt      $3,270
 $2,876


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PHI
     Maturity
Date
 December 31,
 Rates 2019 2018
Long-term debt         
First mortgage bonds(a)
1.76%-7.90% 2021 - 2049 $5,508
 $5,242
Senior unsecured notes 
7.45% 2032 185
 185
Unsecured Tax-Exempt Bonds(b)
1.63%-5.40% 2022 - 2031 222
 112
Medium-terms notes (unsecured)7.61%-7.72% 2027 10
 22
Transition bonds(c)



5.55% 2023 40
 59
Notes payable and other3.54%-7.99% 2021 - 2027 30
 16
Total long-term debt      5,995

5,636
Unamortized debt discount and premium, net      4
 4
Unamortized debt issuance costs      (19) (14)
Fair value adjustment      583
 633
Long-term debt due within one year      (103) (125)
Long-term debt      $6,460

$6,134
_________
(a)Substantially all of Pepco's, DPL's, and ACE's assets are subject to the lien of its respective mortgage indenture.
(b)Bond amount totaling $110 million was previously disclosed within the first mortgage bonds line item, as it was classified as a secured tax-exempt bond. In 2019, the callable bond was reissued as an unsecured tax-exempt bond, and is presented as such within this section.
(c)Transition bonds are recorded as part of Long-term debt within ACE's Consolidated Balance Sheets.

Pepco
     Maturity
Date
 December 31,
 Rates 2019 2018
Long-term debt         
First mortgage bonds(a)
3.05%-7.90% 2022 - 2048 $2,775
 $2,735
Unsecured Tax-Exempt Bonds(b)
  1.70% 2022 110
 
Notes payable and other3.54%-7.99% 2021 - 2027 12
 16
Total long-term debt      2,897

2,751
Unamortized debt discount and premium, net      2
 2
Unamortized debt issuance costs      (35) (34)
Long-term debt due within one year      (2) (15)
Long-term debt      $2,862

$2,704
__________
(a)Substantially all of Pepco's assets are subject to the lien of its respective mortgage indenture.
(b)Bond amount totaling $110 million was previously disclosed within the first mortgage bonds line item, as it was classified as a secured tax-exempt bond. In 2019, the callable bond was reissued as an unsecured tax-exempt bond, and is presented as such within this section.





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Note 16 — Debt and Credit Agreements


DPL
     Maturity
Date
 December 31,
 Rates 2019 2018
Long-term debt         
First mortgage bonds(a)
1.76%-4.27% 2023 - 2049 $1,446
 $1,370
Unsecured Tax-Exempt Bonds1.63%-5.40% 2024 - 2031 112
 112
Medium-terms notes (unsecured)7.61%-7.72% 2027 10
 22
Other  3.54% 2027 10
 
Total long-term debt      1,578

1,504
Unamortized debt discount and premium, net      1
 2
Unamortized debt issuance costs      (12) (12)
Long-term debt due within one year      (80) (91)
Long-term debt      $1,487

$1,403
__________
(a)Substantially all of DPL's assets are subject to the lien of its respective mortgage indenture.

ACE
     Maturity
Date
 December 31,
 Rates 2019 2018
Long-term debt         
First mortgage bonds(a) 
3.38%-6.80% 2021 - 2049 $1,287
 $1,137
Transition bonds(b)

 5.55% 2023 40
 59
Other  3.54% 2027 8
 
Total long-term debt      $1,335

$1,196
Unamortized debt discount and premium, net      (1) (1)
Unamortized debt issuance costs      (7) (7)
Long-term debt due within one year      (20) (18)
Long-term debt      $1,307

$1,170
__________
(a)Substantially all of ACE's assets are subject to the lien of its respective mortgage indenture.
(b)Maturities of ACE's Transition Bonds outstanding at December 31, 2019 are $19 million in 2020 and $21 million in 2021.

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Note 16 — Debt and Credit Agreements

Long-term debt maturities at Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE in the periods 2020 through 2024 and thereafter are as follows:
YearExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
2020$4,710
 $3,182
 $500
 $
 $
 $103
 $2
 $80
 $20
20211,517
 2
 350
 300
 300
 265
 2
 2
 261
20223,088
 1,024
 
 350
 250
 314
 311
 2
 1
2023855
 1
 
 50
 300
 504
 1
 502
 1
20241,596
 792
 250
 
 
 553
 401
 1
 151
Thereafter24,184
(a)  
2,942
 7,691
(b) 
2,934
(c) 
2,450
 4,256
 2,180
 991
 901
Total$35,950
 $7,943
 $8,791
 $3,634

$3,300

$5,995

$2,897

$1,578

$1,335
__________
(a)Includes $390 million due to ComEd and PECO financing trusts.
(b)Includes $206 million due to ComEd financing trust.
(c)Includes $184 million due to PECO financing trusts.

Debt Covenants
As of December 31, 2019, the Registrants are in compliance with debt covenants, except for Antelope Valley's nonrecourse debt event of default as discussed below.
Nonrecourse Debt 
Exelon and Generation have issued nonrecourse debt financing, in which approximately $2.8 billion of generating assets have been pledged as collateral at December 31, 2019. Borrowings under these agreements are secured by the assets and equity of each respective project. The lenders do not have recourse against Exelon or Generation in the event of a default. If a specific project financing entity does not maintain compliance with its specific nonrecourse debt financing covenants, there could be a requirement to accelerate repayment of the associated debt or other borrowings earlier than the stated maturity dates. In these instances, if such repayment was not satisfied, the lenders or security holders would generally have rights to foreclose against the project-specific assets and related collateral. The potential requirement to satisfy its associated debt or other borrowings earlier than otherwise anticipated could lead to impairments due to a higher likelihood of disposing of the respective project-specific assets significantly before the end of their useful lives.
Antelope Valley Solar Ranch One. In December 2011, the DOE Loan Programs Office issued a guarantee for up to $646 million for a nonrecourse loan from the Federal Financing Bank to support the financing of the construction of the Antelope Valley facility. The project became fully operational in 2014. The loan will mature on January 5, 2037. Interest rates on the loan were fixed upon each advance at a spread of 37.5 basis points above U.S. Treasuries of comparable maturity. The advances were completed as of December 31, 2015 and the outstanding loan balance will bear interest at an average blended interest rate of 2.82%. As of December 31, 2019, approximately $485 million was outstanding. In addition, Generation has issued letters of credit to support its equity investment in the project. As of December 31, 2019, Generation had $38 million in letters of credit outstanding related to the project. In 2017, Generation’s interests in Antelope Valley were also contributed to and are pledged as collateral for the EGR IV financing structure referenced below.
Antelope Valley sells all of its output to PG&E through a PPA. On January 29, 2019, PG&E filed for protection under Chapter 11 of the U.S. Bankruptcy Code, which created an event of default for Antelope Valley’s nonrecourse debt that provides the lender with a right to accelerate amounts outstanding under the loan such that they would become immediately due and payable. As a result of the ongoing event of default and the absence of a waiver from the lender foregoing their acceleration rights, the debt was reclassified as current in Exelon’s and Generation’s Consolidated Balance Sheets in the first quarter of 2019 and continues to be classified as current as of December 31, 2019. Further, distributions from Antelope Valley to EGR IV are currently suspended.
Continental Wind.    In September 2013, Continental Wind, LLC (Continental Wind), an indirect subsidiary of Exelon and Generation, completed the issuance and sale of $613 million senior secured notes. Continental Wind owns

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Note 16 — Debt and Credit Agreements

and operates a portfolio of wind farms in Idaho, Kansas, Michigan, Oregon, New Mexico and Texas with a total net capacity of 667MW. The net proceeds were distributed to Generation for its general business purposes. The notes are scheduled to mature on February 28, 2033. The notes bear interest at a fixed rate of 6.00% with interest payable semi-annually. As of December 31, 2019, $447 million was outstanding.
In addition, Continental Wind entered into a $131 million letter of credit facility and $10 million working capital revolver facility. Continental Wind has issued letters of credit to satisfy certain of its credit support and security obligations. As of December 31, 2019, the Continental Wind letter of credit facility had $115 million in letters of credit outstanding related to the project.
In 2017, Generation’s interests in Continental Wind were contributed to EGRP. Refer to Note 22 - Variable Interest Entities for additional information on EGRP.
Renewable Power Generation.    In March 2016, RPG, an indirect subsidiary of Exelon and Generation, issued $150 million aggregate principal amount of a nonrecourse senior secured notes.  The net proceeds were distributed to Generation for paydown of long term debt obligations at Sacramento PV Energy and Constellation Solar Horizons and for general business purposes.  The loan is scheduled to mature on March 31, 2035.  The term loan bears interest at a fixed rate of 4.11% payable semi-annually.  As of December 31, 2019, $106 million was outstanding.
In 2017, Generation’s interests in Renewable Power Generation were contributed to EGRP. Refer to Note 22 - Variable Interest Entities for additional information on EGRP.
SolGen.    In September 2016, SolGen, LLC (SolGen), an indirect subsidiary of Exelon and Generation, issued $150 million aggregate principal amount of a nonrecourse senior secured notes.  The net proceeds were distributed to Generation for general business purposes.  The loan is scheduled to mature on September 30, 2036.  The term loan bears interest at a fixed rate of 3.93% payable semi-annually.  As of December 31, 2019, $131 million was outstanding. In 2017, Generation’s interests in SolGen were also contributed to and are pledged as collateral for the EGR IV financing structure referenced below.
ExGen Renewables IV.    In November 2017, EGR IV, an indirect subsidiary of Exelon and Generation, entered into an $850 million nonrecourse senior secured term loan credit facility agreement. Generation’s interests in EGRP, Antelope Valley, SolGen, and Albany Green Energy were all contributed to and are pledged as collateral for this financing. The net proceeds of $785 million, after the initial funding of $50 million for debt service and liquidity reserves as well as deductions for original discount and estimated costs, fees and expenses incurred in connection with the execution and delivery of the credit facility agreement, were distributed to Generation for general corporate purposes. The $50 million of debt service and liquidity reserves was treated as restricted cash in Exelon’s and Generation’s Consolidated Balance Sheets and Consolidated Statements of Cash Flows. The loan is scheduled to mature on November 28, 2024. The term loan bears interest at a variable rate equal to LIBOR + 3%, subject to a 1% LIBOR floor with interest payable quarterly. As of December 31, 2019, $796 million was outstanding. In addition to the financing, EGR IV entered into interest rate swaps with an initial notional amount of $636 million at an interest rate of 2.32% to manage a portion of the interest rate exposure in connection with the financing.
Although Antelope Valley’s debt is in default, it is nonrecourse to EGR IV. However, if in the future Antelope Valley were to file for bankruptcy protection as a result of events culminating from PG&E’s bankruptcy proceedings this would represent an event of default for EGR IV’s debt that would provide the lender with an opportunity to accelerate EGR IV’s debt. See Note 22 - Variable Interest Entities for additional information on EGRP.

17. Fair Value of Financial Assets and Liabilities (All Registrants)
Exelon measure and records fair value measurements in accordance with the hierarchy as defined by GAAP. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:
Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities that the Registrants have the ability to liquidate as of the reporting date.
Level 2 — inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.

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Level 3 — unobservable inputs, such as internally developed pricing models or third-party valuations for the asset or liability due to little or no market activity for the asset or liability.
Fair Value of Financial Liabilities Recorded at the Carrying Amount
The following tables present the carrying amounts and fair values of the Registrants’ short-term liabilities, long-term debt, SNF obligation, and trust preferred securities (long-term debt to financing trusts or junior subordinated debentures) as of December 31, 2019 and 2018. The Registrants have no financial liabilities classified as Level 1.
The carrying amounts of the Registrants’ short-term liabilities as presented on their Consolidated Balance Sheets are representative of their fair value (Level 2) because of the short-term nature of these instruments.

  December 31, 2019 December 31, 2018
  Carrying Amount Fair Value Carrying Amount Fair Value
   Level 2 Level 3 Total  Level 2 Level 3 Total
Long-Term Debt, including amounts due within one year(a)

Exelon $36,039
 $37,453
 $2,580
 $40,033
 $35,424
 $33,711
 $2,158
 $35,869
Generation 7,974
 7,304
 1,366
 8,670
 8,793
 7,467
 1,443
 8,910
ComEd 8,491
 9,848
 
 9,848
 8,101
 8,390
 
 8,390
PECO 3,405
 3,868
 50
 3,918
 3,084
 3,157
 50
 3,207
BGE 3,270
 3,649
 
 3,649
 2,876
 2,950
 
 2,950
PHI 6,563
 5,902
 1,164
 7,066
 6,259
 5,436
 665
 6,101
Pepco 2,864
 3,198
 388
 3,586
 2,719
 2,901
 196
 3,097
DPL 1,567
 1,408
 311
 1,719
 1,494
 1,303
 193
 1,496
ACE 1,327
 1,026
 464
 1,490
 1,188
 987
 275
 1,262
Long-Term Debt to Financing Trusts(a)

Exelon $390
 $
 $428
 $428
 $390
 $
 $400
 $400
ComEd 205
 
 227
 227
 205
 
 209
 209
PECO 184
 
 201
 201
 184
 
 191
 191
SNF Obligation
Exelon $1,199
 $1,055
 $
 $1,055
 $1,171
 $949
 $
 $949
Generation 1,199
 1,055
 
 1,055
 1,171
 949
 
 949
________
(a) Includes unamortized debt issuance costs which are not fair valued. Refer to Note 16 — Debt and Credit Agreements for each Registrants’ unamortized debt issuance costs.
Exelon uses the following methods and assumptions to estimate fair value of financial liabilities recorded at carrying cost:


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Note 17 — Fair Value of Financial Assets and Liabilities

TypeLevelRegistrantsValuation
Long-term debt, including amounts due within one year
Taxable Debt Securities2AllThe fair value is determined by a valuation model that is based on a conventional discounted cash flow methodology and utilizes assumptions of current market pricing curves. Exelon obtains credit spreads based on trades of existing Exelon debt securities as well as other issuers in the utility sector with similar credit ratings. The yields are then converted into discount rates of various tenors that are used for discounting the respective cash flows of the same tenor for each bond or note.
Variable Rate Financing Debt2Exelon, Generation, DPLDebt rates are reset on a regular basis and the carrying value approximates fair value.
Taxable Private Placement Debt Securities3Exelon, Pepco, DPL, ACERates are obtained similar to the process for taxable debt securities. Due to low trading volume and qualitative factors such as market conditions, low volume of investors and investor demand, these debt securities are Level 3.
Government Backed Fixed Rate Project Financing Debt3Exelon, GenerationThe fair value is similar to the process for taxable debt securities. Due to the lack of market trading data on similar debt, the discount rates are derived based on the original loan interest rate spread to the applicable U.S. Treasury rate as well as a current market curve derived from government-backed securities.
Non-Government Backed Fixed Rate Nonrecourse Debt3Exelon, Generation, PepcoFair value is based on market and quoted prices for its own and other nonrecourse debt with similar risk profiles. Given the low trading volume in the nonrecourse debt market, the price quotes used to determine fair value will reflect certain qualitative factors, such as market conditions, investor demand, new developments that might significantly impact the project cash flows or off-taker credit, and other circumstances related to the project
Long Term Debt to Financing Trusts3Exelon, ComEd, PECOFair value is based on publicly traded securities issued by the financing trusts. Due to low trading volume of these securities and qualitative factors, such as market conditions, investor demand, and circumstances related to each issue, this debt is classified as Level 3.
SNF Obligation2Exelon, GenerationThe carrying amount is derived from a contract with the DOE to provide for disposal of SNF from Generation’s nuclear generating stations. When determining the fair value of the obligation, the future carrying amount of the SNF obligation is calculated by compounding the current book value of the SNF obligation at the 13-week U.S. Treasury rate. The compounded obligation amount is discounted back to present value using Generation’s discount rate, which is calculated using the same methodology as described above for the taxable debt securities, and an estimated maturity date of 2030.

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Note 17 — Fair Value of Financial Assets and Liabilities

Recurring Fair Value Measurements
The following tables present assets and liabilities measured and recorded at fair value in the Registrants' Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2019 and 2018:
 Exelon Generation
As of December 31, 2019Level 1 Level 2 Level 3 Not subject to leveling Total Level 1 Level 2 Level 3 Not subject to leveling Total
Assets                   
Cash equivalents(a)
$639
 $
 $
 $
 $639
 $214
 $
 $
 $
 $214
NDT fund investments        

         

Cash equivalents(b)
365
 87
 
 
 452
 365
 87
 
 
 452
Equities3,353
 1,753
 
 1,388
 6,494
 3,353
 1,753
 
 1,388
 6,494
Fixed income
 
 
   

 
 
 
   

Corporate debt
 1,469
 257
 
 1,726
 
 1,469
 257
 
 1,726
U.S. Treasury and agencies1,808
 131
 
 
 1,939
 1,808
 131
 
 
 1,939
Foreign governments
 42
 
 
 42
 
 42
 
 
 42
State and municipal debt
 90
 
 
 90
 
 90
 
 
 90
Other(c)

 33
 
 953
 986
 
 33
 
 953

986
Fixed income subtotal1,808
 1,765
 257

953
 4,783
 1,808
 1,765
 257
 953
 4,783
Private credit
 
 254
 508
 762
 
 
 254
 508
 762
Private equity
 
 
 402
 402
 
 
 
 402
 402
Real estate
 
 
 607
 607
 
 
 
 607
 607
NDT fund investments subtotal(d)
5,526
 3,605
 511
 3,858

13,500

5,526
 3,605
 511

3,858

13,500
Rabbi trust investments
 
 
   
 
 
 
   
Cash equivalents50
 
 
 
 50
 4
 
 
 
 4
Mutual funds81
 
 
 
 81
 25
 
 
 
 25
Fixed income
 12
 
 
 12
 
 
 
 
 
Life insurance contracts
 78
 41
 
 119
 
 25
 
 
 25
Rabbi trust investments subtotal131
 90
 41
 

262

29
 25
 
 

54
Commodity derivative assets
 
 
   

 
 
 
   

Economic hedges768
 2,491
 1,485
 
 4,744
 768
 2,491
 1,485
 
 4,744
Proprietary trading
 37
 60
 
 97
 
 37
 60
 
 97
Effect of netting and allocation of
collateral
(e)(f)
(908) (2,162) (588) 
 (3,658) (908) (2,162) (588) 
 (3,658)
Commodity derivative assets subtotal(140) 366
 957



1,183

(140) 366
 957



1,183
Total assets6,156
 4,061
 1,509

3,858

15,584

5,629
 3,996
 1,468

3,858

14,951


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Note 17 — Fair Value of Financial Assets and Liabilities

 Exelon Generation
As of December 31, 2019Level 1 Level 2 Level 3 Not subject to leveling Total Level 1 Level 2 Level 3 Not subject to leveling Total
Liabilities
 
 
   
 
 
 
   

Commodity derivative liabilities
 
 
   
 
 
 
   
Economic hedges(1,071) (2,855) (1,228) 
 (5,154) (1,071) (2,855) (927) 
 (4,853)
Proprietary trading
 (34) (15) 
 (49) 
 (34) (15) 
 (49)
Effect of netting and allocation of
collateral
(e)(f)
1,071
 2,714
 802
 
 4,587
 1,071
 2,714
 802
 
 4,587
Commodity derivative liabilities subtotal
 (175) (441)


(616)

 (175) (140)


(315)
Deferred compensation obligation
 (147) 
 
 (147) 
 (41) 
 
 (41)
Total liabilities
 (322) (441)


(763)

 (216) (140)


(356)
Total net assets$6,156
 $3,739
 $1,068

$3,858

$14,821

$5,629
 $3,780
 $1,328

$3,858

$14,595

 Exelon Generation
As of December 31, 2018Level 1 Level 2 Level 3 Not subject to leveling Total Level 1 Level 2 Level 3 Not subject to leveling Total
Assets                   
Cash equivalents(a)
$1,243
 $
 $
 $
 $1,243
 $581
 $
 $
 $
 $581
NDT fund investments        
         
Cash equivalents(b)
252
 86
 
 
 338
 252
 86
 
 
 338
Equities2,918
 1,591
 
 1,381
 5,890
 2,918
 1,591
 
 1,381
 5,890
Fixed income




   
 




   
Corporate debt
 1,593
 230
 
 1,823
 
 1,593
 230
 
 1,823
U.S. Treasury and agencies2,081
 99
 
 
 2,180
 2,081
 99
 
 
 2,180
Foreign governments
 50
 
 
 50
 
 50
 
 
 50
State and municipal debt
 149
 
 
 149
 
 149
 
 
 149
Other(c)

 30
 
 846
 876
 
 30
 
 846
 876
Fixed income subtotal2,081

1,921

230

846

5,078

2,081

1,921

230

846

5,078
Private credit
 
 313
 367
 680
 
 
 313
 367
 680
Private equity
 
 
 329
 329
 
 
 
 329
 329
Real estate
 
 
 510
 510
 
 
 
 510
 510
NDT fund investments subtotal(d)
5,251

3,598

543

3,433

12,825

5,251

3,598

543

3,433

12,825

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Note 17 — Fair Value of Financial Assets and Liabilities

 Exelon Generation
As of December 31, 2018Level 1 Level 2 Level 3 Not subject to leveling Total Level 1 Level 2 Level 3 Not subject to leveling Total
Rabbi trust investments




   
 




   
Cash equivalents48
 
 
 
 48
 5
 
 
 
 5
Mutual funds72
 
 
 
 72
 24
 
 
 
 24
Fixed income
 15
 
 
 15
 
 
 
 
 
Life insurance contracts
 70
 38
 
 108
 
 22
 
 
 22
Rabbi trust investments subtotal120

85

38



243

29

22





51
Commodity derivative assets                   
Economic hedges541
 2,760
 1,470
 
 4,771
 541
 2,760
 1,470
 
 4,771
Proprietary trading
 69
 77
 
 146
 
 69
 77
 
 146
Effect of netting and allocation of
collateral
(e)(f)
(582) (2,357) (732) 
 (3,671) (582) (2,357) (732) 
 (3,671)
Commodity derivative assets subtotal(41)
472

815



1,246

(41)
472

815



1,246
Total assets6,573

4,155

1,396

3,433

15,557

5,820

4,092

1,358

3,433

14,703
Liabilities




   
 




   

Commodity derivative liabilities




   
 




   
Economic hedges(642) (2,963) (1,276) 
 (4,881) (642) (2,963) (1,027) 
 (4,632)
Proprietary trading
 (73) (21) 
 (94) 
 (73) (21) 
 (94)
Effect of netting and allocation of
collateral
(e)(f)
639
 2,581
 808
 
 4,028
 639
 2,581
 808
 
 4,028
Commodity derivative liabilities subtotal(3)
(455)
(489)


(947)
(3)
(455)
(240)


(698)
Deferred compensation obligation

(137)

 
 (137) 

(35)

 
 (35)
Total liabilities(3)
(592)
(489)


(1,084)
(3)
(490)
(240)


(733)
Total net assets$6,570

$3,563

$907

$3,433

$14,473

$5,817

$3,602

$1,118

$3,433

$13,970
__________
(a)Exelon excludes cash of $373 million and $458 million at December 31, 2019 and 2018, respectively, and restricted cash of $110 million and $80 million at December 31, 2019 and 2018, respectively, and includes long-term restricted cash of $177 million and $185 million at December 31, 2019 and 2018, respectively, which is reported in Other deferred debits in the Consolidated Balance Sheets. Generation excludes cash of $177 million and $283 million at December 31, 2019 and 2018, respectively and restricted cash of $58 million and $39 million at December 31, 2019 and 2018, respectively. 
(b)Includes $90 million and $50 million of cash received from outstanding repurchase agreements at December 31, 2019 and 2018, respectively, and is offset by an obligation to repay upon settlement of the agreement as discussed in (d) below.
(c)Includes derivative instruments of $2 million and $44 million, which have a total notional amount of $724 million and $1,432 million at December 31, 2019 and 2018, respectively. The notional principal amounts for these instruments provide one measure of the transaction volume outstanding as of the fiscal years ended and do not represent the amount of the company's exposure to credit or market loss.
(d)Excludes net liabilities of $147 million and $130 million at December 31, 2019 and 2018, respectively. These items consist of receivables related to pending securities sales, interest and dividend receivables, repurchase agreement obligations, and payables related to pending securities purchases. The repurchase agreements are generally short-term in nature with durations generally of 30 days or less.
(e)Collateral posted/(received) from counterparties totaled $163 million, $551 million and $214 million allocated to Level 1, Level 2 and Level 3 mark-to-market derivatives, respectively, as of December 31, 2019. Collateral posted/(received) from

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Note 17 — Fair Value of Financial Assets and Liabilities

counterparties totaled $57 million, $224 million and $76 million allocated to Level 1, Level 2 and Level 3 mark-to-market derivatives, respectively, as of December 31, 2018.
(f)Of the collateral posted/(received), $511 million and $(94) million represents variation margin on the exchanges as of December 31, 2019 and 2018, respectively.
As of December 31, 2019, Generation has outstanding commitments to invest in fixed income, private credit, private equity and real estate investments of approximately $85 million, $166 million, $375 million and $427 million, respectively. These commitments will be funded by Generation’s existing NDT funds.
Exelon and Generation hold investments without readily determinable fair values with carrying amounts of $69 millionas of December 31, 2019. Changes were immaterial in fair value, cumulative adjustments and impairments for the year ended December 31, 2019.
 ComEd PECO BGE
As of December 31, 2019Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets                       
Cash equivalents(a)
$280

$

$
 $280
 $15

$

$
 $15
 $

$

$
 $
Rabbi trust investments                       
Mutual funds




 
 8




 8
 8




 8
Life insurance contracts
 
 
 
 
 11
 
 11
 
 
 
 
Rabbi trust investments subtotal
 
 
 
 8
 11
 
 19
 8
 
 
 8
Total assets280





280

23

11



34

8





8
Liabilities




 
 




 
 




 
Deferred compensation obligation

(8)

 (8) 

(9)

 (9) 

(5)

 (5)
Mark-to-market derivative liabilities(b)




(301) (301) 




 
 




 
Total liabilities

(8)
(301)
(309)


(9)


(9)


(5)


(5)
Total net assets (liabilities)$280

$(8)
$(301)
$(29)
$23

$2

$

$25

$8

$(5)
$

$3

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

Note 17 — Fair Value of Financial Assets and Liabilities

 ComEd PECO BGE
As of December 31, 2018Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets                       
Cash equivalents(a)
$209

$

$
 $209
 $111

$

$
 $111
 $4

$

$
 $4
Rabbi trust investments                       
Mutual funds




 
 7




 7
 6




 6
Life insurance contracts
 
 
 
 
 10
 
 10
 
 
 
 
Rabbi trust investments subtotal
 
 
 
 7
 10
 
 17
 6
 
 
 6
Total assets209





209

118

10



128

10





10
Liabilities




 
 




 
 




 
Deferred compensation obligation

(6)

 (6) 

(10)

 (10) 

(5)

 (5)
Mark-to-market derivative liabilities(b)




(249) (249) 




 
 




 
Total liabilities

(6)
(249)
(255)


(10)


(10)


(5)


(5)
Total net assets (liabilities)$209

$(6)
$(249)
$(46)
$118

$

$

$118

$10

$(5)
$

$5
__________
(a)
ComEd excludes cash of $90 million and $93 million at December 31, 2019 and 2018 and restricted cash of $33 million and $28 million at December 31, 2019 and 2018, respectively, and includes long-term restricted cash of $163 million and $166 million at December 31, 2019 and 2018, respectively which is reported in Other deferred debits in the Consolidated Balance Sheets.  PECO excludes cash of $12 million and $24 million at December 31, 2019 and 2018, respectively.  BGE excludes cash of $24 million and $7 million at December 31, 2019 and 2018, respectively, and restricted cash of $1 million and $2 million at December 31, 2019 and 2018, respectively.
(b)The Level 3 balance consists of the current and noncurrent liability of $32 million and $269 million, respectively, at December 31, 2019, and $26 million and $223 million, respectively, at December 31, 2018, related to floating-to-fixed energy swap contracts with unaffiliated suppliers.


 As of December 31, 2019 As of December 31, 2018
PHILevel 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets               
Cash equivalents(a)
$124
 $
 $
 $124
 $147
 $
 $
 $147
Rabbi trust investments      
       

Cash equivalents44
 
 
 44
 42
 
 
 42
Mutual Funds14
 
 
 14
 13
 
 
 13
Fixed income
 12
 
 12
 
 15
 
 15
Life insurance contracts
 24
 41
 65
 
 22
 38
 60
Rabbi trust investments subtotal(b)
58

36

41

135

55

37

38

130
Total assets182

36

41

259

202

37

38

277
Liabilities              

Deferred compensation obligation
 (19) 
 (19) 
 (21) 
 (21)
Total liabilities

(19)


(19)


(21)


(21)
Total net assets$182

$17

$41

$240

$202

$16

$38

$256

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

Note 17 — Fair Value of Financial Assets and Liabilities

 Pepco DPL ACE
As of December 31, 2019Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets                       
Cash equivalents(a)
$34
 $
 $
 $34
 $
 $
 $
 $
 $16
 $
 $
 $16
Rabbi trust investments      

       

       

Cash equivalents43
 
 
 43
 
 
 
 
 
 
 
 
Fixed income
 2
 
 2
 
 
 
 
 
 
 
 
Life insurance contracts
 24
 41
 65
 
 
 
 
 
 
 
 
Rabbi trust investments subtotal43

26

41

110
















Total assets77

26

41

144









16





16
Liabilities                       
Deferred compensation obligation
 (2) 
 (2) 
 
 
 
 
 
 
 
Total liabilities

(2)


(2)















Total net assets$77

$24

$41

$142

$

$

$

$

$16

$

$

$16
 Pepco DPL ACE
As of December 31, 2018Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets                       
Cash equivalents(a)
$38
 $
 $
 $38
 $16
 $
 $
 $16
 $23
 $
 $
 $23
Rabbi trust investments      

       

       

Cash equivalents41
 
 
 41
 
 
 
 
 
 
 
 
Fixed income
 5
 
 5
 
 
 
 
 
 
 
 
Life insurance contracts
 22
 37
 59
 
 
 
 
 
 
 
 
Rabbi trust investments subtotal41

27

37

105
















Total assets79

27

37

143

16





16

23





23
Liabilities                       
Deferred compensation obligation
 (3) 
 (3) 
 (1) 
 (1) 
 
 
 
Total liabilities

(3)


(3)


(1)


(1)







Total net assets$79

$24

$37

$140

$16

$(1)
$

$15

$23

$

$

$23
__________
(a)
PHI excludes cash of $57 million and $39 million at December 31, 2019 and 2018, respectively, and includes long term restricted cash of $14 million and $19 million at December 31, 2019 and 2018, respectively, which is reported in Other deferred debits in the Consolidated Balance Sheets.  Pepco excludes cash of $29 million and $15 million at December 31, 2019 and 2018, respectively. DPL excludes cash of $13 million and $8 million at December 31, 2019 and 2018, respectively. ACE excludes cash of $12 million and $7 million at December 31, 2019 and 2018, respectively, and includes long-term restricted cash of $14 million and $19 million at December 31, 2019 and 2018, respectively, which is reported in Other deferred debits in the Consolidated Balance Sheets.


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

Note 17 — Fair Value of Financial Assets and Liabilities

The following tables present the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis during the years ended December 31, 2019 and 2018:
 Exelon Generation ComEd PHI and Pepco  
For the year ended December 31, 2019Total NDT Fund Investments Mark-to-Market
Derivatives
 Total Generation 
Mark-to-Market
Derivatives
 Life Insurance Contracts Eliminated in Consolidation
Balance as of January 1, 2019$907
 $543
 $575

$1,118
 $(249) $38
 $
Total realized / unrealized gains (losses)  
 



      
Included in net income(23) 5
 (31)
(a) 
(26) 
 3
 
Included in noncurrent payables to affiliates
 34
 

34
 
 
 (34)
Included in regulatory assets/liabilities(18) 
 
 
 (52)
(b) 

 34
Change in collateral138
 
 138

138
 
 
 
Purchases, sales, issuances and settlements
    

      
Purchases176
 44
 132
 176
 
 
 
Sales(23) (21) (2)
(23) 
 
 
Settlements(89) (94) 5

(89) 
 
 
Transfers into Level 35
 
 5
(c) 
5
 
 
 
Transfers out of Level 3(5) 
 (5)
(c) 
(5) 
 
 
Balance as of December 31, 2019$1,068
 $511
 $817

$1,328
 $(301)
$41

$
The amount of total gains (losses) included in income attributed to the change in unrealized (losses) gains related to assets and liabilities held as of December 31, 2019$359
 $5
 $351
 $356
 $
 $3
 $


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

Note 17 — Fair Value of Financial Assets and Liabilities

 Exelon Generation ComEd PHI and Pepco  
For the year ended December 31, 2018Total NDT Fund Investments 
Mark-to-Market
Derivatives
 Total Generation 
Mark-to-Market
Derivatives
 Life Insurance Contracts Eliminated in Consolidation
Balance as of January 1, 2018$966
 $648

$552

$1,200
 $(256) $22
 $
Total realized / unrealized gains (losses)

 





      
Included in net income(101) 

(105)
(a) 
(105) 
 4
 
Included in noncurrent payables to affiliates
 (1)

 (1) 
 
 1
Included in regulatory assets/liabilities6
 
 
 
 7
(b) 

 (1)
Change in collateral(5) 

(5) (5) 
 
 
Purchases, sales, issuances and settlements

 


 

      
Purchases226
 36

190
 226
 
 
 
Sales(4) 

(4)
(4) 
 
 
Settlements(123) (140)
5

(135) 
 12
 
Transfers into Level 3(22) 

(22)
(c) 
(22) 
 
 
Transfers out of Level 3(36) 

(36)
(c) 
(36) 
 
 
Balance as of December 31, 2018$907
 $543

$575

$1,118
 $(249) $38
 $
The amount of total gains (losses) included in income attributed to the change in unrealized gains (losses) related to assets and liabilities held as of December 31, 2018$160
 $(5)
$165

$160
 $
 $
 $
__________
(a)Includes a reduction for the reclassification of $377 million and $265 million of realized gains due to the settlement of derivative contracts for the years ended December 31, 2019 and 2018, respectively.
(b)Includes $78 million of decreases in fair value and an increase for realized losses due to settlements of $26 million recorded in purchased power expense associated with floating-to-fixed energy swap contracts with unaffiliated suppliers for the year ended December 31, 2019. Includes $24 million of decreases in fair value and an increase for realized losses due to settlements of $17 million recorded in purchased power expense associated with floating-to-fixed energy swap contracts with unaffiliated suppliers for the year ended December 31, 2018.
(c)Transfers into and out of Level 3 generally occur when the contract tenor becomes less and more observable respectively, primarily due to changes in market liquidity or assumptions for certain commodity contracts.
The following tables present the income statement classification of the total realized and unrealized gains (losses) included in income for Level 3 assets and liabilities measured at fair value on a recurring basis during the years ended December 31, 2019 and 2018:
 Exelon Generation PHI and Pepco
 Operating
Revenues
 Purchased
Power and
Fuel
 Operating and Maintenance Other, net Operating
Revenues
 Purchased
Power and
Fuel
 Other, net Operating and
Maintenance
Total gains (losses) included in net income for the year ended December 31, 2019$219
 $(245) $3
 $5
 $219
 $(245) $5
 $3
Change in the unrealized gains (losses) relating to assets and liabilities held for the year ended December 31, 2019546
 (195) 3
 5
 546
 (195) 5
 3

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

Note 17 — Fair Value of Financial Assets and Liabilities

 Exelon Generation PHI and Pepco
 Operating
Revenues
 Purchased
Power and
Fuel
 Operating and Maintenance Other, net Operating
Revenues
 Purchased
Power and
Fuel
 Other, net Operating and
Maintenance
Total (losses) gains included in net income for the year ended December 31, 2018$(7) $(93) $4
 $3
 $(7) $(93) $3
 $4
Change in the unrealized gains (losses) relating to assets and liabilities held for the year ended December 31, 2018144
 21
 
 (2) 144
 21
 (2) 
Valuation Techniques Used to Determine Fair Value
Cash Equivalents (All Registrants).Investments with original maturities of three months or less when purchased, including certain short-term fixed income securitiesmutual and money market funds, are considered cash equivalents. The fair values are based on observable market prices and, therefore, are included in the recurring fair value measurements hierarchy as Level 1.
NDT Fund Investments (Exelon and Generation). The trust fund investments have been established to satisfy Generation’s and CENG's nuclear decommissioning obligations as required by the NRC. The NDT funds hold debt and equity securities directly and indirectly through commingled funds and mutual funds, which are included in equities and fixed income. Generation’s and CENG's NDT fund investments policies outline investment guidelines for the trusts and limit the trust funds’ exposures to investments in highly illiquid markets and other alternative investments, including private credit, private equity and real estate. Investments with maturities of three months or less when purchased, including certain short-term fixed income securities are considered cash equivalents and included in the recurring fair value measurements hierarchy as Level 1 or Level 2.
Equities. Equities These investments consist of individually held equity securities, equity mutual funds and equity commingled funds in domestic and foreign markets. With respect to individually held equity securities, the trustees obtain prices from pricing services, whose prices are generally obtained from direct feeds from market exchanges, which Exelon isand Generation are able to independently corroborate. Equity securities held individually, including real estate investment trusts, rights and warrants, are primarily traded on exchanges that contain only actively traded securities due to the volume trading requirements imposed by these exchanges. EquityThe equity securities that are held directly by the trust funds are valued based on quoted prices in active

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

markets and are categorized as Level 1. Certain equity securities have been categorized as Level 2 because they are based on evaluated prices that reflect observable market information, such as actual trade information or similar securities. Certain private placement equity securities are categorized as Level 3 because they are not publicly traded and are priced using significant unobservable inputs.
Equity commingled funds and mutual funds are maintained by investment companies, and certainfund investments are held in accordance with a stated set of fund objectives, which are consistent with the plans’ overall investment strategy.objectives. The values of some of these funds are publicly quoted. For mutual funds which are publicly quoted, the funds are valued based on quoted prices in active markets and have been categorized as Level 1. For equity commingled funds and mutual funds which are not publicly quoted, the fund administrators value the funds using the NAV per fund share, derived from the quoted prices in active markets of the underlying securities and are not classified within the fair value hierarchy. These investments typically can be redeemed monthly or more frequently, with 30 or less days of notice and without further restrictions.
Fixed income. For fixed income securities, which consist primarily of corporate debt securities, U.SU.S. government securities, foreign government securities, municipal bonds, asset and mortgage-backed securities, commingled funds, mutual funds and derivative instruments, the trustees obtain multiple prices from pricing vendors whenever possible, which enables cross-provider validations in addition to checks for unusual daily movements. A primary price source is identified based on asset type, class or issue for each security. With respect to individually held fixed income securities, the trustees monitor prices supplied by pricing services and may use a supplemental price source or change the primary price source of a given security if the portfolio managers challenge an assigned price and the trustees determine that another price source is considered to be preferable. Exelon hasand Generation have obtained an understanding of how these prices are derived, including the nature and observability of the inputs used in deriving such prices. Additionally, Exelon and Generation selectively corroboratescorroborate the fair values of securities by comparison to other market-based price sources. Investments in U.S. Treasury securities have been categorized as Level 1 because they trade in highly-liquid and transparent markets. Certain private placement fixed income securities have been categorized as Level 3 because they are priced using certain significant unobservable inputs and are typically illiquid. The remaining fixed income securities, including certain other fixed income investments,

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Note 17 — Fair Value of Financial Assets and Liabilities

are based on evaluated prices that reflect observable market information, such as actual trade information of similar securities, adjusted for observable differences and are categorized as Level 2.
Other fixed income investments primarily consist of fixed income commingled funds and mutual funds, which are maintained by investment companies and hold certainfund investments in accordance with a stated set of fund objectives, which are consistent with Exelon’s overall investment strategy.objectives. The values of some of these funds are publicly quoted. For mutual funds which are publicly quoted, the funds are valued based on quoted prices in active markets and have been categorized as Level 1. For fixed income commingled funds and mutual funds which are not publicly quoted, the fund administrators value the funds using the NAV per fund share, derived from the quoted prices in active markets of the underlying securities and are not classified within the fair value hierarchy. These investments typically can be redeemed monthly or more frequently, with 30 or less days of notice and without further restrictions.
Derivative instruments. These instruments, consisting primarily of futures and swaps to manage risk, are recorded at fair value.  Over-the-counter derivatives are valued daily based on quoted prices in active markets and trade in open markets, and have been categorized as Level 1.  Derivative instruments other than over-the-counter derivatives are valued based on external price data of comparable securities and have been categorized as Level 2.
Private credit. Private credit investments primarily consist of investments in private debt strategies. These investments are generally less liquid assets with an underlying term of 3 to 5 years and are intended to be held to maturity.  The fair value of these investments is determined by the fund manager or administrator and include unobservable inputs such as cost, operating results, and discounted cash flows. Private credit investments held directly by Exelon and Generation are categorized as Level 3 because they are based largely on inputs that are unobservable and utilize complex valuation models. Private credit fund investments with multiple investors are not classified within the fair value hierarchy because their fair value is determined using NAV or its equivalent as a practical expedient.
Private equity. Private equity These investments include those in limited partnerships that invest in operating companies that are not publicly traded on a stock exchange such as leveraged buyouts, growth capital, venture capital, distressed investments and investments in natural resources. Private equity valuations are reported by the fund manager and are based on the valuation of the underlying investments, which include unobservable inputs such as cost, operating results, discounted future cash flows and market based comparable data. The fair value of private equity investments is determined using NAV or its equivalent as a practical expedient, and therefore, these investments are not classified within the fair value hierarchy.
Hedge funds. Hedge fund investments include those seeking to maximize absolute returns using a broad range of strategies to enhance returns and provide additional diversification. The fair value of hedge funds is determined using NAV or its equivalent as a practical expedient, and therefore, hedge funds are not classified within the fair value hierarchy. Exelon has the ability to redeem these investments at NAV or its equivalent subject to certain restrictions which may include a lock-up period or a gate.
Real estate. Real estate funds These investments are funds with a direct investment in pools of real estate properties. These funds are valued by investment managers on a periodic basis using pricing models that use independent appraisals from

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

sources with professional qualifications. These valuation inputs are not highly observable. The fair value of real estate investments is determined using NAV or its equivalent as a practical expedient, and therefore, these investments are not classified within the fair value hierarchy.
Private credit. PrivateGeneration evaluated its NDT portfolios for the existence of significant concentrations of credit risk as of December 31, 2019. Types of concentrations that were evaluated include, but are not limited to, investment concentrations in a single entity, type of industry, foreign country, and individual fund. As of December 31, 2019, there were no significant concentrations (generally defined as greater than 10 percent) of risk in Generation's NDT assets.
See Note 9 — Asset Retirement Obligations for additional information on the NDT fund investments. See Note 14 — Retirement Benefits for the valuation techniques used for hedge fund investments.
Rabbi Trust Investments (Exelon, Generation, PECO, BGE, PHI, Pepco, DPL and ACE). The Rabbi trusts were established to hold assets related to deferred compensation plans existing for certain active and retired members of Exelon’s executive management and directors. The Rabbi trusts' assets are included in investments in the Registrants’ Consolidated Balance Sheets and consist primarily consist of limited partnerships that invest in private debt strategies. These investmentsmoney market funds, mutual funds, fixed income securities and life insurance policies. Money market funds and mutual funds are generally less liquid assets with an underlying term of 3 to 5 yearspublicly quoted and are intended to be held to maturity.  The fair value of these investments is determined by the fund manager or administrator and include unobservable inputs such as cost, operating results, and discounted cash flows. Private credit investments arehave been categorized as Level 3 because they1 given the clear observability of the prices. The fair values of fixed income securities are based largely on inputsevaluated prices that reflect observable market information, such as actual trade information or similar securities, adjusted for observable differences and are categorized in Level 2. The life insurance policies are valued using the cash surrender value of the policies, net of loans against those policies, which is provided by a third-party. Certain life insurance policies, which consist primarily of mutual funds that are unobservable and utilize complex valuation models. The fair valuepriced based on observable market

334

Table of private credit funds are determined using NAV or its equivalent as a practical expedient, and therefore, these investments are not classified within the fair value hierarchy.
Defined Contribution Savings Plan (All Registrants)
The Registrants participate in various 401(k) defined contribution savings plans that are sponsored by Exelon. The plans are qualified under applicable sections of the IRC and allow employees to contribute a portion of their pre-tax and/or after-tax income in accordance with specified guidelines. All Registrants match a percentage of the employee contributions up to certain limits. The following table presents matching contributions to the savings plan for the years ended December 31, 2018, 2017 and 2016:
For the Year Ended December 31,
Exelon(a)
 
Generation(a)
 ComEd PECO BGE 
BSC(b)
 
Pepco(c)
 
DPL(c)
 ACE 
PHISCO(c)(d)
2018$179
 $86

$37

$9

$12

$22
 $3
 $2
 $2
 $6
2017128
 55

31

10

10

9
 3
 2
 2
 6
2016164
 79

34

10

12

19
 3
 2
 2
 6
 Successor  Predecessor
PHIFor the Year Ended December 31, 2018 For the Year Ended December 31, 2017 March 24, 2016 to December 31, 2016  January 1, 2016 to March 23, 2016
Saving Plan Matching Contributions$13
 $13
 $10
  $3
__________
(a)Includes $13 million related to CENG for the year ended December 31, 2016.
(b)These amounts primarily represent amounts billed to Exelon’s subsidiaries through intercompany allocations. These costs are not included in the Generation, ComEd, PECO, BGE, PHI, Pepco, DPL or ACE amounts above.
(c)Pepco's, DPL's and PHISCO's matching contributions include $1 million, $1 million and $1 million, respectively, of costs incurred prior to the closing of Exelon's merger with PHI on March 23, 2016, which is not included in Exelon's matching contributions for the year ended December 31, 2016.
(d)These amounts primarily represent amounts billed to Pepco, DPL, and ACE through intercompany allocations. These amounts are not included in Pepco, DPL or ACE amounts above.
Contents
17. Severance (All Registrants)
The Registrants have an ongoing severance plan under which, in general, the longer an employee worked prior to termination the greater the amount of severance benefits. The Registrants record a liability and expense or regulatory asset for severance once terminations are probable of occurrence and the related severance benefits can be reasonably estimated. For severance benefits that are incremental to its ongoing severance plan (“one-time termination benefits”), the Registrants measure the obligation and record the expense at fair value at the communication date if there are no future service requirements, or, if future service is required to receive the termination benefit, ratably over the required service period.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 17 — Fair Value of Financial Assets and Liabilities
Severance Liability
Amounts included indata, have been categorized as Level 2 because the table below representlife insurance policies can be liquidated at the severance liability recordedreporting date for employeesthe value of each Registrant. Exelon's severance liability includes amounts related to BSCthe underlying assets. Life insurance policies that are billed through intercompany allocations.
                  
Severance LiabilityExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Balance at December 31, 2016$88
 $36
 $3
 $
 $
 $29
 $
 $
 $
Severance costs(a)
35
 31
 2
 
 
 3
 
 
 
Payments(29) (9) (2) 
 
 (12) 
 
 
Balance at December 31, 2017$94
 $58
 $3
 $
 $
 $20
 $
 $
 $
Severance costs(a)
35
 9
 1
 
 1
 5
 1
 
 
Payments(52) (20) (2) 
 
 (18) (1) 
 
Balance at December 31, 2018$77

$47

$2

$

$1

$7

$

$

$
__________
(a)Includes salary continuance and health and welfare severance benefits.
Severance Costs Relatedvalued using unobservable inputs have been categorized as Level 3, where the fair value is determined based on the cash surrender value of the policy, which contains unobservable inputs and assumptions. Because Exelon relies on its third-party insurance provider to develop the PHI Merger
Upon closing the PHI Merger, Exelon recorded a severance accrualinputs without adjustment for the anticipated employee position reductions asvaluations of its Level 3 investments, quantitative information about significant unobservable inputs used in valuing these investments is not reasonably available to Exelon. Therefore, Exelon has not disclosed such inputs.
Deferred Compensation Obligations (All Registrants).  The Registrants’ deferred compensation plans allow participants to defer certain cash compensation into a result of the post-merger integration. Cash payments under the plan begannotional investment account. The Registrants include such plans in May 2016other current and will continue through 2020.
For the years ended December 31, 2018 and December 31, 2017, the PHI Merger severance costs were immaterial. For the year ended December 31, 2016, the Registrants recorded the following severance costs associated with the identified job reductions within Operating and maintenance expensenoncurrent liabilities in their Consolidated StatementsBalance Sheets. The value of Operationsthe Registrants’ deferred compensation obligations is based on the market value of the participants’ notional investment accounts. The underlying notional investments are comprised primarily of equities, mutual funds, commingled funds and Comprehensive Income:fixed income securities which are based on directly and indirectly observable market prices. Since the deferred compensation obligations themselves are not exchanged in an active market, they are categorized as Level 2 in the fair value hierarchy.
The value of certain employment agreement obligations (which are included with the Deferred Compensation Obligation in the tables above) are based on a known and certain stream of payments to be made over time and are categorized as Level 2 within the fair value hierarchy.
Mark-to-Market Derivatives (Exelon, Generation, ComEd, PHI and DPL). Derivative contracts are traded in both exchange-based and non-exchange-based markets. Exchange-based derivatives that are valued using unadjusted quoted prices in active markets are categorized in Level 1 in the fair value hierarchy. Certain derivatives’ pricing is verified using indicative price quotations available through brokers or over-the-counter, on-line exchanges and are categorized in Level 2. These price quotations reflect the average of the bid-ask, mid-point prices and are obtained from sources that the Registrants believe provide the most liquid market for the commodity. The price quotations are reviewed and corroborated to ensure the prices are observable and representative of an orderly transaction between market participants. This includes consideration of actual transaction volumes, market delivery points, bid-ask spreads and contract duration. The remainder of derivative contracts are valued using the Black model, an industry standard option valuation model. The Black model takes into account inputs such as contract terms, including maturity, and market parameters, including assumptions of the future prices of energy, interest rates, volatility, credit worthiness and credit spread. For derivatives that trade in liquid markets, such as generic forwards, swaps and options, model inputs are generally observable. Such instruments are categorized in Level 2. The Registrants’ derivatives are predominantly at liquid trading points. For derivatives that trade in less liquid markets with limited pricing information, model inputs generally would include both observable and unobservable inputs. These valuations may include an estimated basis adjustment from an illiquid trading point to a liquid trading point for which active price quotations are available. Such instruments are categorized in Level 3.
For valuations that include both observable and unobservable inputs, if the unobservable input is determined to be significant to the overall inputs, the entire valuation is categorized in Level 3. This includes derivatives valued using indicative price quotations whose contract tenure extends into unobservable periods. In instances where observable data is unavailable, consideration is given to the assumptions that market participants would use in valuing the asset or liability. This includes assumptions about market risks such as liquidity, volatility and contract duration. Such instruments are categorized in Level 3 as the model inputs generally are not observable. Forward price curves for the power market utilized by the front office to manage the portfolio, are reviewed and verified by the middle office, and used for financial reporting by the back office. The Registrants consider credit and nonperformance risk in the valuation of derivative contracts categorized in Level 2 and 3, including both historical and current market data in its assessment of credit and nonperformance risk by counterparty. Due to master netting agreements and collateral posting requirements, the impacts of credit and nonperformance risk were not material to the financial statements.
Disclosed below is detail surrounding the Registrants’ significant Level 3 valuations. The calculated fair value includes marketability discounts for margining provisions and other attributes. Generation’s Level 3 balance generally consists of forward sales and purchases of power and natural gas and certain transmission congestion contracts. Generation utilizes various inputs and factors including market data and assumptions that market participants would use in pricing assets or liabilities as well as assumptions about the risks inherent in the inputs to the valuation technique. The inputs and factors include forward commodity prices, commodity price volatility, contractual volumes, delivery location, interest rates, credit quality of counterparties and credit enhancements.

335

Severance BenefitsExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Severance costs(a)
$57
 $9
 $2
 $1
 $1
 $44
 $21
 $13
 $10
(a)
The amounts above for Generation, ComEd, PECO, BGE, Pepco, DPL, and ACE include $8 million, $2 million, $1 million, $1 million, $20 million, $12 million and $10 million, respectively, for amounts billed by BSC and/or PHISCO through intercompany allocations.
PHI, Pepco, DPL and ACE recorded regulatory assets for merger related integration costs which include a portionTable of these severance costs. These regulatory assets are either currently being recovered in rates or are deemed probable of recovery in future rates. See Note 4 — Regulatory Matters for additional information.

Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 17 — Fair Value of Financial Assets and Liabilities
18. Shareholders' Equity (Exelon,
For commodity derivatives, the primary input to the valuation models is the forward commodity price curve for each instrument. Forward commodity price curves are derived by risk management for liquid locations and by the traders and portfolio managers for illiquid locations. All locations are reviewed and verified by risk management considering published exchange transaction prices, executed bilateral transactions, broker quotes, and other observable or public data sources. The relevant forward commodity curve used to value each of the derivatives depends on a number of factors, including commodity type, delivery location, and delivery period. Price volatility varies by commodity and location. When appropriate, Generation discounts future cash flows using risk free interest rates with adjustments to reflect the credit quality of each counterparty for assets and Generation’s own credit quality for liabilities. The level of observability of a forward commodity price varies generally due to the delivery location and delivery period. Certain delivery locations including PJM West Hub (for power) and Henry Hub (for natural gas) are more liquid and prices are observable for up to three years in the future. The observability period of volatility is generally shorter than the underlying power curve used in option valuations. The forward curve for a less liquid location is estimated by using the forward curve from the liquid location and applying a spread to represent the cost to transport the commodity to the delivery location. This spread does not typically represent a majority of the instrument’s market price. As a result, the change in fair value is closely tied to liquid market movements and not a change in the applied spread. The change in fair value associated with a change in the spread is generally immaterial. An average spread calculated across all Level 3 power and gas delivery locations is approximately $2.22 and $0.54 for power and natural gas, respectively. Many of the commodity derivatives are short term in nature and thus a majority of the fair value may be based on observable inputs even though the contract as a whole must be classified as Level 3.
On December 17, 2010, ComEd PECO, BGE, Pepco, DPLentered into several 20-year floating to fixed energy swap contracts with unaffiliated suppliers for the procurement of long-term renewable energy and ACE)associated RECs. See Note 15 — Derivative Financial Instruments for additional information. The fair value of these swaps has been designated as a Level 3 valuation due to the long tenure of the positions and internal modeling assumptions. The modeling assumptions include using natural gas heat rates to project long term forward power curves adjusted by a renewable factor that incorporates time of day and seasonality factors to reflect accurate renewable energy pricing. In addition, marketability reserves are applied to the positions based on the tenor and supplier risk.
See Note 15 — Derivative Financial Instruments for additional information on mark-to-market derivatives.

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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 17 — Fair Value of Financial Assets and Liabilities

The following table presents common stock authorizedthe significant inputs to the forward curve used to value these positions:
Type of trade Fair Value at December 31, 2019Fair Value at December 31, 2018Valuation
Technique
 Unobservable
Input
 2019 Range2018 Range
Mark-to-market derivatives—Economic hedges (Exelon and Generation)(a)(b)
 $558
$443
Discounted
Cash Flow
 Forward power price $9-$180$12-$174
      Forward gas price $0.83-$10.72$0.78-$12.38
    Option Model Volatility percentage 8%-236%10%-277%
              
Mark-to-market derivatives—Proprietary trading (Exelon and Generation)(a)(b)
 $45
$56
Discounted
Cash Flow
 Forward power price $25-$180$14-$174
      
       
Mark-to-market derivatives (Exelon and ComEd) $(301)$(249)Discounted
Cash Flow
 
Forward heat rate(c)
 9X-10X10X-11X
      Marketability reserve 3%-7%4%-8%
      Renewable factor 91%-123%86%-120%
______
(a)The valuation techniques, unobservable inputs and ranges are the same for the asset and liability positions.
(b)The fair values do not include cash collateral posted on level three positions of $214 million and $76 million as of December 31, 2019 and December 31, 2018, respectively.
(c)Quoted forward natural gas rates are utilized to project the forward power curve for the delivery of energy at specified future dates. The natural gas curve is extrapolated beyond its observable period to the end of the contract’s delivery.
The inputs listed above, which are as of the balance sheet date, would have a direct impact on the fair values of the above instruments if they were adjusted. The significant unobservable inputs used in the fair value measurement of Generation’s commodity derivatives are forward commodity prices and outstandingfor options is price volatility. Increases (decreases) in the forward commodity price in isolation would result in significantly higher (lower) fair values for long positions (contracts that give Generation the obligation or option to purchase a commodity), with offsetting impacts to short positions (contracts that give Generation the obligation or right to sell a commodity). Increases (decreases) in volatility would increase (decrease) the value for the holder of the option (writer of the option). Generally, a change in the estimate of forward commodity prices is unrelated to a change in the estimate of volatility of prices. An increase to the reserves listed above would decrease the fair value of the positions. An increase to the heat rate or renewable factors would increase the fair value accordingly. Generally, interrelationships exist between market prices of natural gas and power. As such, an increase in natural gas pricing would potentially have a similar impact on forward power markets.

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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 18 — Commitments and Contingencies

18. Commitments and Contingencies(All Registrants)
Commitments
PHI Merger Commitments (Exelon, PHI, Pepco, DPL and ACE). Approval of the PHI Merger in Delaware, New Jersey, Maryland and the District of Columbia was conditioned upon Exelon and PHI agreeing to certain commitments. The following amounts represent total commitment costs that have been recorded since the acquisition date and the total remaining obligations for Exelon, PHI, Pepco, DPL and ACE as of December 31, 2018 and 2017:2019:
     December 31,

    2018 2017

Par Value Shares Authorized Shares Outstanding
Common Stock       
Exelonno par value
 2,000,000,000
 968,187,955
 963,335,888
ComEd$12.50
 250,000,000
 127,021,331
 127,021,246
PECOno par value
 500,000,000
 170,478,507
 170,478,507
BGEno par value
 1,500
 1,000
 1,000
Pepco$0.01
 200,000,000
 100
 100
DPL$2.25
 1,000
 1,000
 1,000
ACE$3.00
 25,000,000
 8,546,017
 8,546,017
DescriptionExelon PHI Pepco DPL ACE
Total commitments$513
 $320
 $120
 $89
 $111
Remaining commitments(a)
$101
 $79
 $65
 $8
 $6
_________
(a)Remaining commitments extend through 2026 and include rate credits, energy efficiency programs and delivery system modernization.
In addition, Exelon is committed to develop or to assist in the commercial development of approximately 37 MWs of new solar generation in Maryland, District of Columbia, and Delaware at an estimated cost of approximately $127 million, which will generate future earnings at Exelon and Generation. Investment costs, which are expected to be primarily capital in nature, are recognized as incurred and recorded in Exelon's and Generation's financial statements. As of December 31, 2019, 27 MWs of new generation were developed and Exelon and Generation have incurred costs of $120 million. Exelon has also committed to purchase 100 MWs of wind energy in PJM. DPL has committed to conducting three RFPs to procure up to a total of 120 MWs of wind RECs for the purpose of meeting Delaware's renewable portfolio standards. DPL has conducted two of the three wind REC RFPs. The first 40 MW wind REC tranche was conducted in 2017 and did not result in a purchase agreement. The second 40 MW wind REC tranche was conducted in 2018 and resulted in a proposed REC purchase agreement that was approved by the DPSC in March 2019. The third and final 40 MW wind REC tranche will be conducted in 2022.

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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 18 — Commitments and Contingencies

Commercial Commitments (All Registrants). The Registrants' commercial commitments as of December 31, 2019, representing commitments potentially triggered by future events, were as follows:
   Expiration within
ExelonTotal 2020 2021 2022 2023 2024 2025 and beyond
Letters of credit$1,455
 $1,314
 $141
 $
 $
 $
 $
Surety bonds(a)
855
 809
 46
 
 
 
 
Financing trust guarantees378
 
 
 
 
 
 378
Guaranteed lease residual values(b)
26
 2
 2
 4
 3
 6
 10
Total commercial commitments$2,714
 $2,125
 $189
 $4
 $3
 $6
 $388
              
Generation             
Letters of credit$1,440
 $1,302
 $138
 $
 $
 $
 $
Surety bonds(a)
670
 662
 8
 
 
 
 
Total commercial commitments$2,110
 $1,964
 $146
 $
 $
 $
 $
              
ComEd             
Letters of credit$7
 $7
 $
 $
 $
 $
 $
Surety bonds(a)
50
 48
 2
 
 
 
 
Financing trust guarantees200
 
 
 
 
 
 200
Total commercial commitments$257
 $55
 $2
 $
 $
 $
 $200
              
PECO             
Surety bonds(a)
$9
 $9
 $
 $
 $
 $
 $
Financing trust guarantees178
 
 
 
 
 
 178
Total commercial commitments$187
 $9
 $
 $
 $
 $
 $178
              
BGE             
Letters of credit$2
 $2
 $
 $
 $
 $
 $
Surety bonds(a)
3
 3
 
 
 
 
 
Total commercial commitments$5
 $5
 $
 $
 $
 $
 $
              
PHI             
Surety bonds(a)
$21
 $21
 $
 $
 $
 $
 $
Guaranteed lease residual values(b)
26
 2
 2
 4
 3
 6
 10
Total commercial commitments$47
 $23
 $2
 $4
 $3
 $6
 $10
              
Pepco             
Surety bonds(a)
$14
 $14
 $
 $
 $
 $
 $
Guaranteed lease residual values(b)
9
 
 
 1
 1
 2
 5
Total commercial commitments$23
 $14
 $
 $1
 $1
 $2
 $5
              
DPL             
Surety bonds(a)
$4
 $4
 $
 $
 $
 $
 $
Guaranteed lease residual values(b)
11
 1
 1
 2
 1
 3
 3
Total commercial commitments$15
 $5
 $1
 $2
 $1
 $3
 $3
              
ACE             
Surety bonds(a)
$3
 $3
 $
 $
 $
 $
 $
Guaranteed lease residual values(b)
7
 1
 1
 1
 1
 1
 2
Total commercial commitments$10
 $4
 $1
 $1
 $1
 $1
 $2

_________
(a)Surety bonds—Guarantees issued related to contract and commercial agreements, excluding bid bonds.

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

Note 18 — Commitments and Contingencies

(b)
Represents the maximum potential obligation in the event that the fair value of certain leased equipment and fleet vehicles is zero at the end of the maximum lease term. The lease term associated with these assets ranges from 1 to 8 years. The maximum potential obligation at the end of the minimum lease term would be $69 million guaranteed by Exelon and PHI, of which $23 million, $29 million and $18 million is guaranteed by Pepco, DPL and ACE, respectively. Historically, payments under the guarantees have not been made and PHI believes the likelihood of payments being required under the guarantees is remote.
Nuclear Insurance (Exelon and Generation)
Generation is subject to liability, property damage and other risks associated with major incidents at any of its nuclear stations. Generation has mitigated its financial exposure to these risks through insurance and other industry risk-sharing provisions.
The Price-Anderson Act was enacted to ensure the availability of funds for public liability claims arising from an incident at any of the U.S. licensed nuclear facilities and to limit the liability of nuclear reactor owners for such claims from any single incident. As of December 31, 2019, the current liability limit per incident is $13.9 billion and is subject to change to account for the effects of inflation and changes in the number of licensed reactors at least once every five years with the last adjustment effective November 1, 2018. In accordance with the Price-Anderson Act, Generation maintains financial protection at levels equal to the amount of liability insurance available from private sources through the purchase of private nuclear energy liability insurance for public liability claims that could arise in the event of an incident. Effective January 1, 2017, the required amount of nuclear energy liability insurance purchased is $450 million for each operating site. Claims exceeding that amount are covered through mandatory participation in a financial protection pool, as required by the Price Anderson-Act, which provides the additional $13.5 billion per incident in funds available for public liability claims. Participation in this secondary financial protection pool requires the operator of each reactor to fund its proportionate share of costs for any single incident that exceeds the primary layer of financial protection. Exelon’s share of this secondary layer would be approximately $2.9 billion, however any amounts payable under this secondary layer would be capped at $434 million per year.
In addition, the U.S. Congress could impose revenue-raising measures on the nuclear industry to pay public liability claims exceeding the $13.9 billion limit for a single incident.
As part of the execution of the NOSA on April 1, 2014, Generation executed an Indemnity Agreement pursuant to which Generation agreed to indemnify EDF and its affiliates against third-party claims that may arise from any future nuclear incident (as defined in the Price-Anderson Act) in connection with the CENG nuclear plants or their operations. Exelon guarantees Generation’s obligations under this indemnity. See Note 22 — Variable Interest Entities for additional information on Generation’s operations relating to CENG.
Generation is required each year to report to the NRC the current levels and sources of property insurance that demonstrates Generation possesses sufficient financial resources to stabilize and decontaminate a reactor and reactor station site in the event of an accident. The property insurance maintained for each facility is currently provided through insurance policies purchased from NEIL, an industry mutual insurance company of which Generation is a member.
NEIL may declare distributions to its members as a result of favorable operating experience. In recent years, NEIL has made distributions to its members, but Generation cannot predict the level of future distributions or if they will continue at all. Generation's portion of the annual distribution declared by NEIL is estimated to be $136 million for 2019, and was $58 million and $60 million for 2018 and 2017, respectively. In addition, in March 2018, NEIL declared a supplemental distribution. Generation's portion of the supplemental distribution declared by NEIL was $31 million. The distributions were recorded as a reduction to Operating and maintenance expense within Exelon and Generation’s Consolidated Statements of Operations and Comprehensive Income.
Premiums paid to NEIL by its members are also subject to a potential assessment for adverse loss experience in the form of a retrospective premium obligation. NEIL has never assessed this retrospective premium since its formation in 1973, and Generation cannot predict the level of future assessments, if any. The current maximum aggregate annual retrospective premium obligation for Generation is approximately $334 million. NEIL requires its members to maintain an investment grade credit rating or to ensure collectability of their annual retrospective premium obligation by providing a financial guarantee, letter of credit, deposit premium, or some other means of assurance.

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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 18 — Commitments and Contingencies

NEIL provides “all risk” property damage, decontamination and premature decommissioning insurance for each station for losses resulting from damage to its nuclear plants, either due to accidents or acts of terrorism. If the decision is made to decommission the facility, a portion of the insurance proceeds will be allocated to a fund, which Generation is required by the NRC to maintain, to provide for decommissioning the facility. In the event of an insured loss, Generation is unable to predict the timing of the availability of insurance proceeds to Generation and the amount of such proceeds that would be available. In the event that one or more acts of terrorism cause accidental property damage within a twelve-month period from the first accidental property damage under one or more policies for all insured plants, the maximum recovery by Exelon will be an aggregate of $3.2 billion plus such additional amounts as the insurer may recover for all such losses from reinsurance, indemnity and any other source, applicable to such losses.
For its insured losses, Generation is self-insured to the extent that losses are within the policy deductible or exceed the amount of insurance maintained. Uninsured losses and other expenses, to the extent not recoverable from insurers or the nuclear industry, could also be borne by Generation. Any such losses could have a material adverse effect on Exelon’s and Generation’s financial statements.
Spent Nuclear Fuel Obligation (Exelon and Generation)
Under the NWPA, the DOE is responsible for the development of a geologic repository for and the disposal of SNF and high-level radioactive waste. As required by the NWPA, Generation is a party to contracts with the DOE (Standard Contracts) to provide for disposal of SNF from Generation’s nuclear generating stations. In accordance with the NWPA and the Standard Contracts, Generation historically had paid the DOE one mill ($0.001) per kWh of net nuclear generation for the cost of SNF disposal. Due to the lack of a viable disposal program, the DOE reduced the SNF disposal fee to zero in May 2014. Until a new fee structure is in effect, Exelon and Generation will not accrue any further costs related to SNF disposal fees. This fee may be adjusted prospectively to ensure full cost recovery.
Generation currently assumes the DOE will begin accepting SNF in 2030 and uses that date for purposes of estimating the nuclear decommissioning asset retirement obligations. The SNF acceptance date assumption is based on management’s estimates of the amount of time required for DOE to select a site location and develop the necessary infrastructure for long-term SNF storage.
The NWPA and the Standard Contracts required the DOE to begin taking possession of SNF generated by nuclear generating units by no later than January 31, 1998. The DOE, however, failed to meet that deadline and its performance is expected to be delayed significantly. In August 2004, Generation and the DOJ, in close consultation with the DOE, reached a settlement under which the government agreed to reimburse Generation, subject to certain damage limitations based on the extent of the government’s breach, for costs associated with storage of SNF at Generation’s nuclear stations pending the DOE’s fulfillment of its obligations. Generation’s settlement agreement does not include FitzPatrick and FitzPatrick does not currently have a settlement agreement in place. Calvert Cliffs, Ginna and Nine Mile Point each have separate settlement agreements in place with the DOE which were extended during 2017 to provide for the reimbursement of SNF storage costs through December 31, 2019. Generation expects the terms for each of the settlement agreements to be extended during 2020 for another three years to cover SNF storage costs through December 31, 2022. Generation submits annual reimbursement requests to the DOE for costs associated with the storage of SNF. In all cases, reimbursement requests are made only after costs are incurred and only for costs resulting from DOE delays in accepting the SNF.
Under the settlement agreements, Generation has received cumulative cash reimbursements for costs incurred as follows:
 Total 
Net(a)
Cumulative cash reimbursements

$1,288
 $1,113
__________
(a)Total after considering amounts due to co-owners of certain nuclear stations and to the former owner of Oyster Creek.

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

Note 18 — Commitments and Contingencies

As of December 31, 2019 and 2018, the amount of SNF storage costs for which reimbursement has been or will be requested from the DOE under the DOE settlement agreements is as follows:
 December 31, 2019 December 31, 2018
DOE receivable - current(a)
$249
 $124
DOE receivable - noncurrent(b)
30
 15
Amounts owed to co-owners(a)(c)
(37) (17)
__________
(a)Recorded in Accounts receivable, other.
(b)Recorded in Deferred debits and other assets, other.
(c)Non-CENG amounts owed to co-owners are recorded in Accounts receivable, other.  CENG amounts owed to co-owners are recorded in Accounts payable. Represents amounts owed to the co-owners of Peach Bottom, Quad Cities, and Nine Mile Point Unit 2 generating facilities.
The Standard Contracts with the DOE also required the payment to the DOE of a one-time fee applicable to nuclear generation through April 6, 1983. The below table outlines the SNF liability recorded at Exelon and Generation as of December 31, 2019 and 2018:
 December 31, 2019 December 31, 2018
Former ComEd units(a)
$1,075
 $1,052
Fitzpatrick(b)
124
 119
Total SNF Obligation$1,199
 $1,171
__________
(a)ComEd previously elected to defer payment of the one-time fee of $277 million for its units (which are now part of Generation), with interest to the date of payment, until just prior to the first delivery of SNF to the DOE. The unfunded liabilities for SNF disposal costs, including the one-time fee, were transferred to Generation as part of Exelon’s 2001 corporate restructuring.
(b)
A prior owner of FitzPatrick elected to defer payment of the one-time fee of $34 million, with interest to the date of payment, for the FitzPatrick unit. As part of the FitzPatrick acquisition on March 31, 2017, Generation assumed a SNF liability for the DOE one-time fee obligation with interest related to FitzPatrick along with an offsetting asset, included in Other deferred debits and other assets, for the contractual right to reimbursement from NYPA, a prior owner of FitzPatrick, for amounts paid for the FitzPatrick DOE one-time fee obligation.
Interest for Exelon's and Generation's SNF liabilities accrues at the 13-week Treasury Rate. The 13-week Treasury Rate in effect for calculation of the interest accrual at December 31, 2019 was 1.551% for the deferred amount transferred from ComEd and 1.879% for the deferred FitzPatrick amount.
The following table summarizes sites for which Exelon and Generation do not have an outstanding SNF Obligation:
DescriptionSites
Fees have been paidFormer PECO units, Clinton and Calvert Cliffs
Outstanding SNF Obligation remains with former ownersNine Mile Point, Ginna and TMI
Environmental Remediation Matters
General (All Registrants).The Registrants’ operations have in the past, and may in the future, require substantial expenditures to comply with environmental laws. Additionally, under Federal and state environmental laws, the Registrants are generally 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. In addition, the Registrants are currently involved in a number of proceedings relating to sites where hazardous substances have been deposited and may be subject to additional proceedings in the future. Unless otherwise disclosed, the Registrants cannot reasonably estimate whether they will incur significant liabilities for additional investigation and remediation costs at these or additional sites identified by the Registrants, environmental agencies

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or others, or whether such costs will be recoverable from third parties, including customers. Additional costs could have a material, unfavorable impact on the Registrants' financial statements.
MGP Sites (Exelon and the Utility Registrants). ComEd, PECO, BGE and DPL have identified sites where former MGP or gas purification activities have or may have resulted in actual site contamination. For almost all of these sites, there are additional PRPs that may share responsibility for the ultimate remediation of each location.
ComEd has 21 sites that are currently under some degree of active study and/or remediation. ComEd expects the majority of the remediation at these sites to continue through at least 2025.
PECO has 8 sites that are currently under some degree of active study and/or remediation. PECO expects the majority of the remediation at these sites to continue through at least 2022.
BGE has 4 sites that currently require some level of remediation and/or ongoing activity. BGE expects the majority of the remediation at these sites to continue through at least 2021.
DPL has 1 site that is currently under study and the required cost at the site is not expected to be material.
The historical nature of the MGP and gas purification sites and the fact that many of the sites have been buried and built over, impacts the ability to determine a precise estimate of the ultimate costs prior to initial sampling and determination of the exact scope and method of remedial activity. Management determines its best estimate of remediation costs using all available information at the time of each study, including probabilistic and deterministic modeling for ComEd and PECO, and the remediation standards currently required by the applicable state environmental agency. Prior to completion of any significant clean up, each site remediation plan is approved by the appropriate state environmental agency.
ComEd, pursuant to an ICC order, and PECO, pursuant to settlements of natural gas distribution rate cases with the PAPUC, are currently recovering environmental remediation costs of former MGP facility sites through customer rates. While BGE and DPL do not have riders for MGP clean-up costs, they have historically received recovery of actual clean-up costs in distribution rates.
As of December 31, 2019 and 2018, the Registrants had 60,285accrued the following undiscounted amounts for environmental liabilities in Other current liabilities and 60,584Other deferred credits and other liabilities within their respective Consolidated Balance Sheets:
 December 31, 2019 December 31, 2018
 Total environmental
investigation and
remediation reserve
 Portion of total related to
MGP investigation and
remediation
 Total environmental
investigation and
remediation reserve
 Portion of total related to
MGP investigation and
remediation
Exelon$478
 $320
 $496
 $356
Generation105
 
 108
 
ComEd304
 303
 329
 327
PECO19
 17
 27
 25
BGE2
 
 5
 4
PHI48
 
 27
 
Pepco46
 
 25
 
DPL1
 
 1
 
ACE1
 
 1
 

Cotter Corporation (Exelon and Generation).The EPA has advised Cotter Corporation (Cotter), a former ComEd subsidiary, that it is potentially liable in connection with radiological contamination at a site known as the West Lake Landfill in Missouri. In 2000, ComEd sold Cotter to an unaffiliated third-party. As part of the sale, ComEd agreed to indemnify Cotter for any liability arising in connection with the West Lake Landfill. In connection with Exelon’s 2001 corporate restructuring, this responsibility to indemnify Cotter was transferred to Generation. Including Cotter, there are three PRPs participating in the West Lake Landfill remediation proceeding. Investigation by Generation has identified a number of other parties who also may be PRPs and could be liable to contribute to the final remedy. Further investigation is ongoing.

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In September 2018, the EPA issued its Record of Decision (ROD) Amendment for the selection of the final remedy. The ROD modified the EPA’s previously proposed plan for partial excavation of the radiological materials by reducing the depths of the excavation. The ROD also allows for variation in depths of excavation depending on radiological concentrations. The EPA and the PRPs have entered into a Consent Agreement to perform the Remedial Design, which is expected to be completed in the 2020 - 2021 time frame. In March 2019 the PRPs received Special Notice Letters from the EPA to perform the Remedial Action work. On October 8, 2019, Generation provided a non-binding good faith offer to conduct, or finance, a portion of the remedy, subject to certain conditions. The total estimated cost of the remedy, taking into account the current EPA technical requirements and the total costs expected to be incurred collectively by the PRPs in fully executing the remedy, is approximately $280 million, including cost escalation on an undiscounted basis, which would be allocated among the final group of PRPs. Generation has determined that a loss associated with the EPA’s partial excavation and enhanced landfill cover remedy is probable and has recorded a liability included in the table above, that reflects management’s best estimate of Cotter’s allocable share of the ultimate cost. Given the joint and several nature of this liability, the magnitude of Generation’s ultimate liability will depend on the actual costs incurred to implement the required remediation remedy as well as on the nature and terms of any cost-sharing arrangements with the final group of PRPs. Therefore, it is reasonably possible that the ultimate cost and Generation’s associated allocable share could differ significantly once these uncertainties are resolved, which could have a material impact on Exelon's and Generation's future financial statements.
One of the other PRPs has indicated it will be making a contribution claim against Cotter for costs that it has incurred to prevent the subsurface fire from spreading to those areas of the West Lake Landfill where radiological materials are believed to have been disposed. At this time, Exelon and Generation do not possess sufficient information to assess this claim and therefore are unable to estimate a range of loss, if any. As such, no liability has been recorded for the potential contribution claim. It is reasonably possible, however, that resolution of this matter could have a material, unfavorable impact on Exelon’s and Generation's financial statements.
In January 2018, the PRPs were advised by the EPA that it will begin an additional investigation and evaluation of groundwater conditions at the West Lake Landfill. In September 2018, the PRPs agreed to an Administrative Settlement Agreement and Order on Consent for the performance by the PRPs of the groundwater Remedial Investigation (RI)/Feasibility Study (FS). The purpose of this RI/FS is to define the nature and extent of any groundwater contamination from the West Lake Landfill site and evaluate remedial alternatives. Generation estimates the undiscounted cost for the groundwater RI/FS to be approximately $20 million. Generation determined a loss associated with the RI/FS is probable and has recorded a liability included in the table above that reflects management’s best estimate of Cotter’s allocable share of the cost among the PRPs. At this time Generation cannot predict the likelihood or the extent to which, if any, remediation activities may be required and therefore cannot estimate a reasonably possible range of loss for response costs beyond those associated with the RI/FS component. It is reasonably possible, however, that resolution of this matter could have a material, unfavorable impact on Exelon’s and Generation’s future financial statements.
In August 2011, Cotter was notified by the DOJ that Cotter is considered a PRP with respect to the government’s clean-up costs for contamination attributable to low level radioactive residues at a former storage and reprocessing facility named Latty Avenue near St. Louis, Missouri. The Latty Avenue site is included in ComEd’s indemnification responsibilities discussed above as part of the sale of Cotter. The radioactive residues had been generated initially in connection with the processing of uranium ores as part of the U.S. Government’s Manhattan Project. Cotter purchased the residues in 1969 for initial processing at the Latty Avenue facility for the subsequent extraction of uranium and metals. In 1976, the NRC found that the Latty Avenue site had radiation levels exceeding NRC criteria for decontamination of land areas. Latty Avenue was investigated and remediated by the United States Army Corps of Engineers pursuant to funding under FUSRAP. The DOJ has not yet formally advised the PRPs of the amount that it is seeking, but it is believed to be approximately $90 million from all PRPs. Pursuant to a series of annual agreements since 2011, the DOJ and the PRPs have tolled the statute of limitations until February 2020 so that settlement discussions could proceed. Generation has determined that a loss associated with this matter is probable under its indemnification agreement with Cotter and has recorded an estimated liability, which is included in the table above.
Benning Road Site (Exelon, Generation, PHI and Pepco). In September 2010, PHI received a letter from EPA identifying the Benning Road site as one of six land-based sites potentially contributing to contamination of the lower Anacostia River. A portion of the site was formerly the location of a Pepco Energy Services electric generating facility, which was deactivated in June 2012. The remaining portion of the site consists of a Pepco transmission and distribution service center that remains in operation. In December 2011, the U.S. District Court for the District of Columbia approved a Consent Decree entered into by Pepco and Pepco Energy Services with the DOEE, which

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requires Pepco and Pepco Energy Services to conduct a RI/FS for the Benning Road site and an approximately 10 to 15-acre portion of the adjacent Anacostia River.
Since 2013, Pepco and Pepco Energy Services (now Generation, pursuant to Exelon's 2016 acquisition of PHI) have been performing RI work and have submitted multiple draft RI reports to the DOEE. In September 2019, Pepco and Generation issued a draft “final” RI report which DOEE approved and on October 4, 2019 released this document for review and comment by the public. The 45 day comment period ended on November 18, 2019 and a public meeting was held by Pepco on November 2, 2019. Pepco and Generation will proceed to develop a FS to evaluate possible remedial alternatives for submission to DOEE. The Court has established a schedule for completion of the FS, and approval by the DOEE, by September 16, 2021.
DOEE will then prepare a Proposed Plan and issue a Record of Decision identifying any further response actions determined to be necessary, after considering public comment on the Proposed Plan. PHI, Pepco and Generation have determined that a loss associated with this matter is probable and have accrued an estimated liability, which is included in the table above.
Anacostia River Tidal Reach (Exelon, PHI and Pepco). Contemporaneous with the Benning Road site RI/FS being performed by Pepco and Generation, DOEE and the National Park Service have been conducting a separate RI/FS focused on the entire tidal reach of the Anacostia River extending from just north of the Maryland-District of Columbia boundary line to the confluence of the Anacostia and Potomac Rivers. The river-wide RI incorporated the results of the river sampling performed by Pepco and Pepco Energy Services as part of the Benning RI/FS, as well as similar sampling efforts conducted by owners of other sites adjacent to this segment of the river and supplemental river sampling conducted by DOEE’s contractor. DOEE asked Pepco, along with parties responsible for other sites along the river, to participate in a "Consultative Working Group" to provide input into the process for future remedial actions and to ensure proper coordination with the other river cleanup efforts currently underway, including cleanup of the river segment adjacent to the Benning Road site resulting from the Benning Road site RI/FS. In addition, the District of Columbia Council directed DOEE to form an official advisory committee made up of members of federal, state and local environmental regulators, community and environmental groups and various academic and technical experts to provide guidance and support to DOEE as the project progressed. This group, called the Anacostia Leadership Council, has met regularly since it was formed. Pepco has participated in the Consultative Working Group. In April 2018, DOEE released a draft RI report for public review and comment. Pepco submitted written comments to the draft RI and participated in a public hearing.
Pepco has determined that it is probable that costs for remediation will be incurred and recorded a liability in the third quarter 2019 for management’s best estimate of its share of those costs based on DOEE’s stated position following a series of meetings attended by representatives from the Anacostia Leadership Council and the Consultative Working Group. On December 27, 2019, DOEE released a Focused Feasibility Study (FFS) and a Proposed Plan (PP) for review and comment by the public which will be the basis for the Interim ROD, which is expected to be completed in September 2020. The FFS and PP are consistent with the DOEE’s stated position to follow an adaptive management approach which will allow several identified “hot spots” in the river to be addressed first while continuing to conduct studies and to monitor the river to evaluate improvements and determine potential future remediation plans. The adaptive management process chosen by DOEE is less intrusive, provides more long term environmental certainty, is less costly, and allows for site specific remediation plans already underway, including the plan for the Benning Road site to proceed to conclusion. The comment period ends on March 2, 2020 and a public meeting will be held on January 23, 2021. Pepco concluded that incremental exposure remains reasonably possible, however management cannot reasonably estimate a range of loss beyond the amounts recorded, which are included in the table above.
In addition to the activities associated with the remedial process outlined above, there is a complementary statutory program that requires an assessment to determine if any natural resources have been damaged as a result of the contamination that is being remediated, and, if so, that a plan be developed by the federal, state and local Natural Resource Damage Trustees, who are defined by CERCLA as the responsible parties for the restoration or compensation for any loss of those resources from the environmental contaminants at the site. If natural resources cannot be restored, then compensation for the injury can be sought from the responsible parties. The assessment of Natural Resource Damages (NRD) typically takes place following cleanup because cleanups sometimes also effectively restore habitat. During the second quarter of 2018, Pepco became aware that the Trustees are in the beginning stages of this process that often takes many years beyond the remedial decision to complete. Pepco has concluded that a loss associated with the eventual NRD assessment is reasonably possible. Due to the very early stage of the assessment process, Pepco cannot reasonably estimate the range of loss.

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Litigation and Regulatory Matters
Asbestos Personal Injury Claims (Exelon and Generation). Generation maintains a reserve for claims associated with asbestos-related personal injury actions in certain facilities that are currently owned by Generation or were previously owned by ComEd and PECO. The estimated liabilities are recorded on an undiscounted basis and exclude the estimated legal costs associated with handling these matters, which could be material.
At December 31, 2019 and 2018, Exelon and Generation had recorded estimated liabilities of approximately $83 million and $79 million, respectively, in total for asbestos-related bodily injury claims. As of December 31, 2019, approximately $26 million of this amount related to 263 open claims presented to Generation, while the remaining $57 million is for estimated future asbestos-related bodily injury claims anticipated to arise through 2055, based on actuarial assumptions and analyses, which are updated on an annual basis. On a quarterly basis, Generation monitors actual experience against the number of forecasted claims to be received and expected claim payments and evaluates whether adjustments to the estimated liabilities are necessary.
It is reasonably possible that additional exposure to estimated future asbestos-related bodily injury claims in excess of the amount accrued could have a material, unfavorable impact on Exelon’s and Generation’s financial statements.
Fund Transfer Restrictions (All Registrants). Under applicable law, Exelon may borrow or receive an extension of credit from its subsidiaries. Under the terms of Exelon’s intercompany money pool agreement, Exelon can lend to, but not borrow from the money pool.
Under applicable law, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE can pay dividends only from retained, undistributed or current earnings. A significant loss recorded at Generation, ComEd, PECO, BGE, PHI, Pepco, DPL or ACE may limit the dividends that these companies can distribute to Exelon.
ComEd has agreed in connection with financings arranged through ComEd Financing III that it will not declare dividends on any shares of its capital stock in the event that: (1) it exercises its right to extend the interest payment periods on the subordinated debt securities issued to ComEd Financing III; (2) it defaults on its guarantee of the payment of distributions on the preferred trust securities of ComEd Financing III; or (3) an event of default occurs under the Indenture under which the subordinated debt securities are issued. No such event has occurred.
PECO has agreed in connection with financings arranged through PEC L.P. and PECO Trust IV that PECO will not declare dividends on any shares of its capital stock in the event that: (1) it exercises its right to extend the interest payment periods on the subordinated debentures, which were issued to PEC L.P. or PECO Trust IV; (2) it defaults on its guarantee of the payment of distributions on the Series D Preferred Securities of PEC L.P. or the preferred trust securities of PECO Trust IV; or (3) an event of default occurs under the Indenture under which the subordinated debentures are issued. No such event has occurred.
BGE is subject to restrictions established by the MDPSC that prohibit BGE from paying a dividend on its common shares if (a) after the dividend payment, BGE’s equity ratio would be below 48% as calculated pursuant to the MDPSC’s ratemaking precedents or (b) BGE’s senior unsecured credit rating is rated by two of the three major credit rating agencies below investment grade. No such event has occurred.
Pepco is subject to certain dividend restrictions established by settlements approved in Maryland and the District of Columbia. Pepco is prohibited from paying a dividend on its common shares if (a) after the dividend payment, Pepco's equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the MDPSC and DCPSC or (b) Pepco’s senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. No such event has occurred.
DPL is subject to certain dividend restrictions established by settlements approved in Delaware and Maryland. DPL is prohibited from paying a dividend on its common shares if (a) after the dividend payment, DPL's equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the DPSC and MDPSC or (b) DPL’s senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. No such event has occurred.
ACE is subject to certain dividend restrictions established by settlements approved in New Jersey. ACE is prohibited from paying a dividend on its common shares if (a) after the dividend payment, ACE's equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the NJBPU or (b) ACE's senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. ACE is also subject to a

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dividend restriction which requires ACE to obtain the prior approval of the NJBPU before dividends can be paid it its equity as a percent of its total capitalization, excluding securitization debt, falls below 30%. No such events have occurred.
City of Everett Tax Increment Financing Agreement (Exelon and Generation). On April 10, 2017, the City of Everett petitioned the Massachusetts Economic Assistance Coordinating Council (EACC) to revoke the 1999 tax increment financing agreement (TIF Agreement) relating to Mystic Units 8 and 9 on the grounds that the total investment in Mystic Units 8 and 9 materially deviates from the investment set forth in the TIF Agreement. On October 31, 2017, a three-member panel of the EACC conducted an administrative hearing on the City’s petition. On November 30, 2017, the hearing panel issued a tentative decision denying the City’s petition, finding that there was no material misrepresentation that would justify revocation of the TIF Agreement. On December 13, 2017, the tentative decision was adopted by the full EACC. On January 12, 2018, the City filed a complaint in Massachusetts Superior Court requesting, among other things, that the court set aside the EACC’s decision, grant the City’s request to decertify the Project and the TIF Agreement, and award the City damages for alleged underpaid taxes over the period of the TIF Agreement. On January 8, 2020, the Massachusetts Superior Court affirmed the decision of the EACC denying the City's petition. The deadline for appeal is March 9, 2020. Generation continues to believe that the City’s claim lacks merit. Accordingly, Generation has not recorded a liability for payment resulting from such a revocation, nor can Generation estimate a reasonably possible range of loss, if any, associated with any such revocation. Further, it is reasonably possible that property taxes assessed in future periods, including those following the expiration of the current TIF Agreement in 2020, could be material to Generation’s financial statements.
Subpoenas (Exelon and ComEd). Exelon and ComEd received a grand jury subpoena in the second quarter of 2019 from the U.S. Attorney’s Office for the Northern District of Illinois requiring production of information concerning their lobbying activities in the State of Illinois. On October 4, 2019, Exelon and ComEd received a second grand jury subpoena from the U.S. Attorney's Office for the Northern District of Illinois requiring production of records of any communications with certain individuals and entities. On October 22, 2019, the SEC notified Exelon and ComEd that it has also opened an investigation into their lobbying activities. Exelon and ComEd have cooperated fully and intend to continue to cooperate fully and expeditiously with the U.S. Attorney’s Office and the SEC. Exelon and ComEd cannot predict the outcome of the U.S. Attorney's Office or the SEC investigations. No loss contingency has been reflected in Exelon's and ComEd's consolidated financial statements as this contingency is neither probable nor reasonably estimable at this time. Management is currently unable to estimate a range of reasonably possible loss as these matters are subject to change.
Subsequent to Exelon announcing the receipt of the subpoenas, a putative class action lawsuit has been filed against Exelon and certain officers of Exelon and ComEd alleging misrepresentations or omissions by Exelon purporting to relate to matters that are the subject of the subpoenas and the SEC investigation. Exelon believes that these claims lack merit and intends to defend against them, and though the costs or any loss associated with the lawsuit cannot be reasonably estimated at this time, Exelon does not believe that the lawsuit will have a material adverse impact on Exelon’s or ComEd’s consolidated financial statements.
General (All Registrants). The Registrants are involved in various other litigation matters that are being defended and handled in the ordinary course of business. The assessment of whether a loss is probable or reasonably possible, and whether the loss or a range of loss is estimable, often involves a series of complex judgments about future events. The Registrants maintain accruals for such losses that are probable of being incurred and subject to reasonable estimation. Management is sometimes unable to estimate an amount or range of reasonably possible loss, particularly where (1) the damages sought are indeterminate, (2) the proceedings are in the early stages, or (3) the matters involve novel or unsettled legal theories. In such cases, there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including a possible eventual loss.

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Note 19 — Shareholders' Equity

19. Shareholders' Equity (Exelon and Utility Registrants)
ComEd Common Stock Warrants
The following table presents warrants outstanding to purchase ComEd common stock at December 31, 2018 and 2017, respectively.shares of common stock reserved for the conversion of warrants. The warrants entitle the holders to convert such warrants into common stock of ComEd at a conversion rate of one share of common stock for three warrants. At December 31, 2018 and 2017, 20,095 and 20,195 shares of common stock, respectively, were reserved for the conversion of warrants.
 December 31,
 2019 2018
Warrants outstanding60,228
 60,285
Common Stock reserved for conversion20,076
 20,095
Equity Securities Offering
In June 2014, Exelon marketed an equity offering of 57.5 million shares of its common stock at a public offering price of $35 per share. In connection with such offering, Exelon entered into forward sale agreements with two counterparties. In July 2015, Exelon settled the forward sale agreement by the issuance of 57.5 million shares of Exelon common stock. Exelon received net cash proceeds of $1.87 billion, which was calculated based on a forward price of $32.48 per share as specified in the forward sale agreements. The net proceeds were used to fund the merger with PHI and related costs and expenses, and for general corporate purposes. The forward sale agreements are classified as equity transactions. As a result, no amounts were recorded in the consolidated financial statements until the July 2015 settlement of the forward sale agreements. However, prior to the July 2015 settlement, incremental shares, if any, were included within the calculation of diluted EPS using the treasury stock method.
Concurrent with the forward equity transaction, Exelon also issued $1.15 billion of junior subordinated notes in the form of 23 million equity units. OnIn June 1, 2017, Exelon settled the forward equity purchase contract which was a component of the June 2014on these equity units through the issuance of Exelon33 million shares of common stock from treasury stock. See Note 13 — Debt and Credit Agreements for additional information onstock, which triggered full dilution in the EPS calculation. Previously, the equity units.units were included in the calculation of diluted EPS using the treasury stock method.
Share Repurchases
Share Repurchase Programs
There currently is no0 Exelon Board of Director authority to repurchase shares. Any previous shares repurchased are held as treasury shares, at cost, unless cancelled or reissued at the discretion of Exelon’s management. Under the previous share repurchase programs, 2 million shares of common stock were held as treasury stock with a historical cost of $123 million at December 31, 2018 and 2017. During 2017, Exelon issued approximately 33 million shares of Exelon common stock from treasury stock in order to settle the forward purchase contract, which was a component of the June 2014 equity units discussed above. During 2018, 2017, and 2016 Exelon had no common stock repurchases.
Preferred and Preference Securities of Subsidiaries
At December 31, 2018 and 2017, Exelon was authorized to issue up to 100,000,000The following table presents the Registrants' shares of preferred securities authorized, none of which were outstanding.are outstanding as of December 31, 2019 and 2018:

Preferred Securities Authorized
Exelon100,000,000
ComEd850,000
PECO15,000,000
BGE1,000,000
Pepco6,000,000
ACE(a)
2,799,979
__________
(a)Includes 799,979 shares of cumulative preferred stock and 2,000,000 of no-par preferred stock as of December 31, 2019 and 2018, respectively.
The following table presents ComEd's, BGE's and ACE's preference securities authorized, none of which are outstanding as of December 31, 2019 and 2018:
Preference Securities Authorized
ComEd - Cumulative preference securities6,810,451
BGE(a)
6,500,000
ACE3,000,000

__________
(a)Includes 4,600,000 shares of unclassified preference securities and 1,900,000 shares of previously redeemed preference securities as of December 31, 2019 and 2018, respectively.

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Note 19 — Shareholders' Equity
At December 31, 2018 and 2017, ComEd prior preferred securities and ComEd cumulative preference securities consisted of 850,000 shares and 6,810,451 shares authorized, respectively, none of which were outstanding.
BGE had $190 million of cumulative preference stock that was redeemable at its option at any time after October 1, 2015 for the redemption price of $100 per share, plus accrued and unpaid dividends. On July 3, 2016, BGE redeemed all 400,000 shares of its outstanding 7.125% Cumulative Preference Stock, 1993 Series and all 600,000 shares of its outstanding 6.990% Cumulative Preference Stock, 1995 Series for $100 million, plus accrued and unpaid dividends. On September 18, 2016, BGE redeemed the remaining 500,000 shares of its outstanding 6.970% Cumulative Preference Stock, 1993 Series and the remaining 400,000 shares of its outstanding 6.700% Cumulative Preference Stock, 1993 Series for $90 million, plus accrued and unpaid dividends.
19.20. Stock-Based Compensation Plans (All Registrants)
Stock-Based Compensation Plans
Exelon grants stock-based awards through its LTIP, which primarily includes stock options,performance share awards, restricted stock units and performance share awards.stock options. At December 31, 2018,2019, there were approximately 1112 million shares authorized for issuance under the LTIP. For the years ended December 31, 2019, 2018 2017 and 2016,2017, exercised and distributed stock-based awards were primarily issued from authorized but unissued common stock shares.
ComEd, PECO, BGE and PHIThe Registrants grant cash awards. The following tables dotable does not include expense related to these plans as they are not considered stock-based compensation plans under the applicable authoritative guidance.
In connection with the acquisition of PHI in March 2016, PHI’s unvested time-based restricted stock units and performance-based restricted stock units issued prior to April 29, 2014 were immediately vested and paid in cash upon the close of the merger.  PHI’s remaining unvested time-based restricted stock units as of the close of the merger were cancelled.  There were no remaining unvested performance-based restricted stock units as of the close of the merger.
For the years ended December 31, 2018, 2017 and 2016, there were no significant modifications to the granted stock based awards.
The following tables presenttable presents the stock-based compensation expense included in Exelon's and PHI’sGeneration's Consolidated Statements of Operations and Comprehensive IncomeIncome. The Utility Registrants' stock-based compensation expense for the years ended December 31, 2019, 2018 and 2017 and 2016 and PHI's predecessor period January 1, 2016 to March 23, 2016:was not material.
ExelonYear Ended December 31,
Components of Stock-Based Compensation Expense2019 2018 2017
Total stock-based compensation expense included in operating and maintenance expense$77
 $208
 $191
Income tax benefit(20) (54) (74)
Total after-tax stock-based compensation expense$57
 $154
 $117
Generation     
Components of Stock-Based Compensation Expense     
Total stock-based compensation expense included in operating and maintenance expense$37
 $77
 $88
Income tax benefit(10) (20) (34)
Total after-tax stock-based compensation expense$27
 $57
 $54
Exelon
Year Ended
December 31,
Components of Stock-Based Compensation Expense2018 2017 
2016(a)
Performance share awards$143
 $107
 $93
Restricted stock units57
 77
 75
Stock options
 
 
Other stock-based awards8
 7
 7
Total stock-based compensation expense included in operating and maintenance expense208
 191
 175
Income tax benefit(54) (74) (68)
Total after-tax stock-based compensation expense$154
 $117
 $107
__________
(a)2016 amounts include expense related to stock-based compensation granted to eligible PHI employees since the merger date of March 23, 2016.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

PHI
 Predecessor
 January 1 to March 23,
Components of Stock-Based Compensation Expense2016
Time-based restricted stock units$2
Performance-based restricted stock units1
Time-based restricted stock awards
Total stock-based compensation expense included in operating and
maintenance expense
3
Income tax benefit(1)
Total after-tax stock-based compensation expense$2
The following tables present the Registrants' stock-based compensation expense (pre-tax) for the years ended December 31, 2018, 2017 and 2016, as well as for the PHI predecessor period January 1, 2016 to March 23, 2016:
 
Year Ended
December 31,
Subsidiaries2018 2017 2016
Exelon$208
 $191
 $175
Generation77
 88
 78
ComEd8
 7
 8
PECO5
 3
 3
BGE3
 1
 1
BSC(a)
111
 88
 81
PHI Successor(b)(c)
4
 4
 4
 Predecessor
 January 1 to
March 23,
 2016
PHI$3
__________
(a)These amounts primarily represent amounts billed to Exelon’s subsidiaries through intercompany allocations. These amounts are not included in the Generation, ComEd, PECO, BGE or PHI amounts above.
(b)Pepco's, DPL's and ACE's stock-based compensation expense for the years ended December 31, 2018 and 2017 was not material.
(c)
These amounts primarily represent amounts billed to PHI’s subsidiaries through PHISCO intercompany allocations.
There were no significant stock-based compensation costs capitalized during the years ended December 31, 2018, 2017 and 2016 for Exelon or PHI, or for PHI during the predecessor period January 1, 2016 to March 23, 2016.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Exelon receives a tax deduction based on the intrinsic value of the award on the exercise date for stock options and the distribution date for performance share awards and restricted stock units. For each award, throughout the requisite service period, Exelon recognizes the tax benefit related to compensation costs. The following tables presenttable presents information regarding Exelon’s realized tax benefits for the years ended December 31, 2018, 2017 and 2016.benefit when distributed:
 Year Ended December 31,
 2019 2018 2017
Performance share awards$41
 $16
 $29
Restricted stock units24
 28
 35

ExelonYear Ended December 31,
 2018 2017 2016
Realized tax benefit when exercised/distributed:     
Restricted stock units28
 35
 27
Performance share awards16
 29
 18
Performance Share Awards
Stock Options
Non-qualified stock options to purchase shares of Exelon’s common stock werePerformance share awards are granted under the LTIP through 2012. DueLTIP. The performance share awards are settled 50% in common stock and 50% in cash at the end of the three-year performance period, except for awards granted to vice presidents and higher officers that are settled 100% in cash if certain ownership requirements are satisfied.
The common stock portion of the performance share awards is considered an equity award and is valued based on Exelon's stock price on the grant date. The cash portion of the performance share awards is considered a liability award which is remeasured each reporting period based on Exelon’s current stock price. As the value of the common stock and cash portions of the awards are based on Exelon’s stock price during the performance period, coupled with changes in the LTIP, there were no stock options granted in 2018, 2017total shareholder return modifier and 2016. For all stock options granted through 2012, the exercise priceexpected payout of the stock optionsaward, the compensation costs are subject to volatility until payout is equal to the fair market valueestablished.

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Table of the underlying stock on the date of option grant. The vesting period of stock options is generally four years and all stock options will expire no later than ten years from the date of grant.
The value of stock options at the date of grant is expensed over the requisite service period using the straight-line method. The requisite service period for stock options is generally four years. However, certain stock options become fully vested upon the employee reaching retirement-eligibility. The value of the stock options granted to retirement-eligible employees is either recognized immediately upon the date of grant or through the date at which the employee reaches retirement eligibility.
The following table presents information with respect to stock option activity for the year ended December 31, 2018:
 Shares 
Weighted
Average
Exercise
Price
(per share)
 
Weighted
Average
Remaining
Contractual
Life
(years)
 
Aggregate
Intrinsic
Value
Balance of shares outstanding at December 31, 20176,723,611
 $47.69
 2.65 $7
Options exercised(1,522,952) 36.54
    
Options forfeited
 
    
Options expired(1,173,007) 74.99
    
Balance of shares outstanding at December 31, 20184,027,652
 $43.95
 2.90 $14
Exercisable at December 31, 2018 (a)
4,027,652
 $43.95
 2.90 $14
__________
(a)Includes stock options issued to retirement eligible employees.
The following table summarizes additional information regarding stock options exercised for the years ended December 31, 2018, 2017 and 2016:
 Year Ended
December 31,
 2018 2017 2016
Intrinsic value(a)
$12
 $15
 $11
Cash received for exercise price56
 107
 19
__________
(a)The difference between the market value on the date of exercise and the option exercise price.

Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 20 — Stock-Based Compensation Plans
At December 31, 2016, all stock options were vested and at December 31, 2018 there were no unrecognized
For nonretirement-eligible employees, stock-based compensation costs relatedare recognized over the vesting period of three years using the straight-line method. For performance share awards granted to retirement-eligible employees, the value of the performance shares is recognized ratably over the vesting period, which is the year of grant.
Exelon processes forfeitures as they occur for employees who do not complete the requisite service period.
The following table summarizes Exelon’s nonvested stock options.performance share awards activity:
 Shares 
Weighted Average
Grant Date Fair
Value (per share)
Nonvested at December 31, 2018(a)
3,403,228
 $33.13
Granted1,089,903
 47.37
Change in performance(799,618) 40.85
Vested(1,610,146) 28.90
Forfeited(25,249) 45.03
Undistributed vested awards(b)
(348,363) 48.82
Nonvested at December 31, 2019(a)
1,709,755
 $39.21
__________
(a)Excludes 2,017,870 and 3,586,259 of performance share awards issued to retirement-eligible employees as of December 31, 2019 and 2018, respectively, as they are fully vested.
(b)Represents performance share awards that vested but were not distributed to retirement-eligible employees during 2019.
The following table summarizes the weighted average grant date fair value and the total fair value of performance share awards granted and settled.
 Year Ended December 31,
 
2019 (a)
 2018 2017
Weighted average grant date fair value (per share)$47.37
 $38.15
 $35.00
Total fair value of performance shares settled158
 61
 72
Total fair value of performance shares settled in cash131
 49
 56
__________
(a)As of December 31, 2019, $17 million of total unrecognized compensation costs related to nonvested performance shares are expected to be recognized over the remaining weighted-average period of 1.6 years.
Restricted Stock UnitsEnvironmental Remediation Matters
RestrictedGeneral (All Registrants).The Registrants’ operations have in the past, and may in the future, require substantial expenditures to comply with environmental laws. Additionally, under Federal and state environmental laws, the Registrants are generally 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. In addition, the Registrants are currently involved in a number of proceedings relating to sites where hazardous substances have been deposited and may be subject to additional proceedings in the future. Unless otherwise disclosed, the Registrants cannot reasonably estimate whether they will incur significant liabilities for additional investigation and remediation costs at these or additional sites identified by the Registrants, environmental agencies

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Note 18 — Commitments and Contingencies

or others, or whether such costs will be recoverable from third parties, including customers. Additional costs could have a material, unfavorable impact on the Registrants' financial statements.
MGP Sites (Exelon and the Utility Registrants). ComEd, PECO, BGE and DPL have identified sites where former MGP or gas purification activities have or may have resulted in actual site contamination. For almost all of these sites, there are additional PRPs that may share responsibility for the ultimate remediation of each location.
ComEd has 21 sites that are currently under some degree of active study and/or remediation. ComEd expects the majority of the remediation at these sites to continue through at least 2025.
PECO has 8 sites that are currently under some degree of active study and/or remediation. PECO expects the majority of the remediation at these sites to continue through at least 2022.
BGE has 4 sites that currently require some level of remediation and/or ongoing activity. BGE expects the majority of the remediation at these sites to continue through at least 2021.
DPL has 1 site that is currently under study and the required cost at the site is not expected to be material.
The historical nature of the MGP and gas purification sites and the fact that many of the sites have been buried and built over, impacts the ability to determine a precise estimate of the ultimate costs prior to initial sampling and determination of the exact scope and method of remedial activity. Management determines its best estimate of remediation costs using all available information at the time of each study, including probabilistic and deterministic modeling for ComEd and PECO, and the remediation standards currently required by the applicable state environmental agency. Prior to completion of any significant clean up, each site remediation plan is approved by the appropriate state environmental agency.
ComEd, pursuant to an ICC order, and PECO, pursuant to settlements of natural gas distribution rate cases with the PAPUC, are currently recovering environmental remediation costs of former MGP facility sites through customer rates. While BGE and DPL do not have riders for MGP clean-up costs, they have historically received recovery of actual clean-up costs in distribution rates.
As of December 31, 2019 and 2018, the Registrants had accrued the following undiscounted amounts for environmental liabilities in Other current liabilities and Other deferred credits and other liabilities within their respective Consolidated Balance Sheets:
 December 31, 2019 December 31, 2018
 Total environmental
investigation and
remediation reserve
 Portion of total related to
MGP investigation and
remediation
 Total environmental
investigation and
remediation reserve
 Portion of total related to
MGP investigation and
remediation
Exelon$478
 $320
 $496
 $356
Generation105
 
 108
 
ComEd304
 303
 329
 327
PECO19
 17
 27
 25
BGE2
 
 5
 4
PHI48
 
 27
 
Pepco46
 
 25
 
DPL1
 
 1
 
ACE1
 
 1
 

Cotter Corporation (Exelon and Generation).The EPA has advised Cotter Corporation (Cotter), a former ComEd subsidiary, that it is potentially liable in connection with radiological contamination at a site known as the West Lake Landfill in Missouri. In 2000, ComEd sold Cotter to an unaffiliated third-party. As part of the sale, ComEd agreed to indemnify Cotter for any liability arising in connection with the West Lake Landfill. In connection with Exelon’s 2001 corporate restructuring, this responsibility to indemnify Cotter was transferred to Generation. Including Cotter, there are three PRPs participating in the West Lake Landfill remediation proceeding. Investigation by Generation has identified a number of other parties who also may be PRPs and could be liable to contribute to the final remedy. Further investigation is ongoing.

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In September 2018, the EPA issued its Record of Decision (ROD) Amendment for the selection of the final remedy. The ROD modified the EPA’s previously proposed plan for partial excavation of the radiological materials by reducing the depths of the excavation. The ROD also allows for variation in depths of excavation depending on radiological concentrations. The EPA and the PRPs have entered into a Consent Agreement to perform the Remedial Design, which is expected to be completed in the 2020 - 2021 time frame. In March 2019 the PRPs received Special Notice Letters from the EPA to perform the Remedial Action work. On October 8, 2019, Generation provided a non-binding good faith offer to conduct, or finance, a portion of the remedy, subject to certain conditions. The total estimated cost of the remedy, taking into account the current EPA technical requirements and the total costs expected to be incurred collectively by the PRPs in fully executing the remedy, is approximately $280 million, including cost escalation on an undiscounted basis, which would be allocated among the final group of PRPs. Generation has determined that a loss associated with the EPA’s partial excavation and enhanced landfill cover remedy is probable and has recorded a liability included in the table above, that reflects management’s best estimate of Cotter’s allocable share of the ultimate cost. Given the joint and several nature of this liability, the magnitude of Generation’s ultimate liability will depend on the actual costs incurred to implement the required remediation remedy as well as on the nature and terms of any cost-sharing arrangements with the final group of PRPs. Therefore, it is reasonably possible that the ultimate cost and Generation’s associated allocable share could differ significantly once these uncertainties are resolved, which could have a material impact on Exelon's and Generation's future financial statements.
One of the other PRPs has indicated it will be making a contribution claim against Cotter for costs that it has incurred to prevent the subsurface fire from spreading to those areas of the West Lake Landfill where radiological materials are believed to have been disposed. At this time, Exelon and Generation do not possess sufficient information to assess this claim and therefore are unable to estimate a range of loss, if any. As such, no liability has been recorded for the potential contribution claim. It is reasonably possible, however, that resolution of this matter could have a material, unfavorable impact on Exelon’s and Generation's financial statements.
In January 2018, the PRPs were advised by the EPA that it will begin an additional investigation and evaluation of groundwater conditions at the West Lake Landfill. In September 2018, the PRPs agreed to an Administrative Settlement Agreement and Order on Consent for the performance by the PRPs of the groundwater Remedial Investigation (RI)/Feasibility Study (FS). The purpose of this RI/FS is to define the nature and extent of any groundwater contamination from the West Lake Landfill site and evaluate remedial alternatives. Generation estimates the undiscounted cost for the groundwater RI/FS to be approximately $20 million. Generation determined a loss associated with the RI/FS is probable and has recorded a liability included in the table above that reflects management’s best estimate of Cotter’s allocable share of the cost among the PRPs. At this time Generation cannot predict the likelihood or the extent to which, if any, remediation activities may be required and therefore cannot estimate a reasonably possible range of loss for response costs beyond those associated with the RI/FS component. It is reasonably possible, however, that resolution of this matter could have a material, unfavorable impact on Exelon’s and Generation’s future financial statements.
In August 2011, Cotter was notified by the DOJ that Cotter is considered a PRP with respect to the government’s clean-up costs for contamination attributable to low level radioactive residues at a former storage and reprocessing facility named Latty Avenue near St. Louis, Missouri. The Latty Avenue site is included in ComEd’s indemnification responsibilities discussed above as part of the sale of Cotter. The radioactive residues had been generated initially in connection with the processing of uranium ores as part of the U.S. Government’s Manhattan Project. Cotter purchased the residues in 1969 for initial processing at the Latty Avenue facility for the subsequent extraction of uranium and metals. In 1976, the NRC found that the Latty Avenue site had radiation levels exceeding NRC criteria for decontamination of land areas. Latty Avenue was investigated and remediated by the United States Army Corps of Engineers pursuant to funding under FUSRAP. The DOJ has not yet formally advised the PRPs of the amount that it is seeking, but it is believed to be approximately $90 million from all PRPs. Pursuant to a series of annual agreements since 2011, the DOJ and the PRPs have tolled the statute of limitations until February 2020 so that settlement discussions could proceed. Generation has determined that a loss associated with this matter is probable under its indemnification agreement with Cotter and has recorded an estimated liability, which is included in the table above.
Benning Road Site (Exelon, Generation, PHI and Pepco). In September 2010, PHI received a letter from EPA identifying the Benning Road site as one of six land-based sites potentially contributing to contamination of the lower Anacostia River. A portion of the site was formerly the location of a Pepco Energy Services electric generating facility, which was deactivated in June 2012. The remaining portion of the site consists of a Pepco transmission and distribution service center that remains in operation. In December 2011, the U.S. District Court for the District of Columbia approved a Consent Decree entered into by Pepco and Pepco Energy Services with the DOEE, which

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requires Pepco and Pepco Energy Services to conduct a RI/FS for the Benning Road site and an approximately 10 to 15-acre portion of the adjacent Anacostia River.
Since 2013, Pepco and Pepco Energy Services (now Generation, pursuant to Exelon's 2016 acquisition of PHI) have been performing RI work and have submitted multiple draft RI reports to the DOEE. In September 2019, Pepco and Generation issued a draft “final” RI report which DOEE approved and on October 4, 2019 released this document for review and comment by the public. The 45 day comment period ended on November 18, 2019 and a public meeting was held by Pepco on November 2, 2019. Pepco and Generation will proceed to develop a FS to evaluate possible remedial alternatives for submission to DOEE. The Court has established a schedule for completion of the FS, and approval by the DOEE, by September 16, 2021.
DOEE will then prepare a Proposed Plan and issue a Record of Decision identifying any further response actions determined to be necessary, after considering public comment on the Proposed Plan. PHI, Pepco and Generation have determined that a loss associated with this matter is probable and have accrued an estimated liability, which is included in the table above.
Anacostia River Tidal Reach (Exelon, PHI and Pepco). Contemporaneous with the Benning Road site RI/FS being performed by Pepco and Generation, DOEE and the National Park Service have been conducting a separate RI/FS focused on the entire tidal reach of the Anacostia River extending from just north of the Maryland-District of Columbia boundary line to the confluence of the Anacostia and Potomac Rivers. The river-wide RI incorporated the results of the river sampling performed by Pepco and Pepco Energy Services as part of the Benning RI/FS, as well as similar sampling efforts conducted by owners of other sites adjacent to this segment of the river and supplemental river sampling conducted by DOEE’s contractor. DOEE asked Pepco, along with parties responsible for other sites along the river, to participate in a "Consultative Working Group" to provide input into the process for future remedial actions and to ensure proper coordination with the other river cleanup efforts currently underway, including cleanup of the river segment adjacent to the Benning Road site resulting from the Benning Road site RI/FS. In addition, the District of Columbia Council directed DOEE to form an official advisory committee made up of members of federal, state and local environmental regulators, community and environmental groups and various academic and technical experts to provide guidance and support to DOEE as the project progressed. This group, called the Anacostia Leadership Council, has met regularly since it was formed. Pepco has participated in the Consultative Working Group. In April 2018, DOEE released a draft RI report for public review and comment. Pepco submitted written comments to the draft RI and participated in a public hearing.
Pepco has determined that it is probable that costs for remediation will be incurred and recorded a liability in the third quarter 2019 for management’s best estimate of its share of those costs based on DOEE’s stated position following a series of meetings attended by representatives from the Anacostia Leadership Council and the Consultative Working Group. On December 27, 2019, DOEE released a Focused Feasibility Study (FFS) and a Proposed Plan (PP) for review and comment by the public which will be the basis for the Interim ROD, which is expected to be completed in September 2020. The FFS and PP are consistent with the DOEE’s stated position to follow an adaptive management approach which will allow several identified “hot spots” in the river to be addressed first while continuing to conduct studies and to monitor the river to evaluate improvements and determine potential future remediation plans. The adaptive management process chosen by DOEE is less intrusive, provides more long term environmental certainty, is less costly, and allows for site specific remediation plans already underway, including the plan for the Benning Road site to proceed to conclusion. The comment period ends on March 2, 2020 and a public meeting will be held on January 23, 2021. Pepco concluded that incremental exposure remains reasonably possible, however management cannot reasonably estimate a range of loss beyond the amounts recorded, which are included in the table above.
In addition to the activities associated with the remedial process outlined above, there is a complementary statutory program that requires an assessment to determine if any natural resources have been damaged as a result of the contamination that is being remediated, and, if so, that a plan be developed by the federal, state and local Natural Resource Damage Trustees, who are defined by CERCLA as the responsible parties for the restoration or compensation for any loss of those resources from the environmental contaminants at the site. If natural resources cannot be restored, then compensation for the injury can be sought from the responsible parties. The assessment of Natural Resource Damages (NRD) typically takes place following cleanup because cleanups sometimes also effectively restore habitat. During the second quarter of 2018, Pepco became aware that the Trustees are in the beginning stages of this process that often takes many years beyond the remedial decision to complete. Pepco has concluded that a loss associated with the eventual NRD assessment is reasonably possible. Due to the very early stage of the assessment process, Pepco cannot reasonably estimate the range of loss.

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Note 18 — Commitments and Contingencies

Litigation and Regulatory Matters
Asbestos Personal Injury Claims (Exelon and Generation). Generation maintains a reserve for claims associated with asbestos-related personal injury actions in certain facilities that are currently owned by Generation or were previously owned by ComEd and PECO. The estimated liabilities are recorded on an undiscounted basis and exclude the estimated legal costs associated with handling these matters, which could be material.
At December 31, 2019 and 2018, Exelon and Generation had recorded estimated liabilities of approximately $83 million and $79 million, respectively, in total for asbestos-related bodily injury claims. As of December 31, 2019, approximately $26 million of this amount related to 263 open claims presented to Generation, while the remaining $57 million is for estimated future asbestos-related bodily injury claims anticipated to arise through 2055, based on actuarial assumptions and analyses, which are updated on an annual basis. On a quarterly basis, Generation monitors actual experience against the number of forecasted claims to be received and expected claim payments and evaluates whether adjustments to the estimated liabilities are necessary.
It is reasonably possible that additional exposure to estimated future asbestos-related bodily injury claims in excess of the amount accrued could have a material, unfavorable impact on Exelon’s and Generation’s financial statements.
Fund Transfer Restrictions (All Registrants). Under applicable law, Exelon may borrow or receive an extension of credit from its subsidiaries. Under the terms of Exelon’s intercompany money pool agreement, Exelon can lend to, but not borrow from the money pool.
Under applicable law, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE can pay dividends only from retained, undistributed or current earnings. A significant loss recorded at Generation, ComEd, PECO, BGE, PHI, Pepco, DPL or ACE may limit the dividends that these companies can distribute to Exelon.
ComEd has agreed in connection with financings arranged through ComEd Financing III that it will not declare dividends on any shares of its capital stock units are grantedin the event that: (1) it exercises its right to extend the interest payment periods on the subordinated debt securities issued to ComEd Financing III; (2) it defaults on its guarantee of the payment of distributions on the preferred trust securities of ComEd Financing III; or (3) an event of default occurs under the LTIPIndenture under which the subordinated debt securities are issued. No such event has occurred.
PECO has agreed in connection with financings arranged through PEC L.P. and PECO Trust IV that PECO will not declare dividends on any shares of its capital stock in the event that: (1) it exercises its right to extend the interest payment periods on the subordinated debentures, which were issued to PEC L.P. or PECO Trust IV; (2) it defaults on its guarantee of the payment of distributions on the Series D Preferred Securities of PEC L.P. or the preferred trust securities of PECO Trust IV; or (3) an event of default occurs under the Indenture under which the subordinated debentures are issued. No such event has occurred.
BGE is subject to restrictions established by the MDPSC that prohibit BGE from paying a dividend on its common shares if (a) after the dividend payment, BGE’s equity ratio would be below 48% as calculated pursuant to the MDPSC’s ratemaking precedents or (b) BGE’s senior unsecured credit rating is rated by two of the three major credit rating agencies below investment grade. No such event has occurred.
Pepco is subject to certain dividend restrictions established by settlements approved in Maryland and the District of Columbia. Pepco is prohibited from paying a dividend on its common shares if (a) after the dividend payment, Pepco's equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the MDPSC and DCPSC or (b) Pepco’s senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. No such event has occurred.
DPL is subject to certain dividend restrictions established by settlements approved in Delaware and Maryland. DPL is prohibited from paying a dividend on its common shares if (a) after the dividend payment, DPL's equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the DPSC and MDPSC or (b) DPL’s senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. No such event has occurred.
ACE is subject to certain dividend restrictions established by settlements approved in New Jersey. ACE is prohibited from paying a dividend on its common shares if (a) after the dividend payment, ACE's equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the NJBPU or (b) ACE's senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. ACE is also subject to a

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dividend restriction which requires ACE to obtain the prior approval of the NJBPU before dividends can be paid it its equity as a percent of its total capitalization, excluding securitization debt, falls below 30%. No such events have occurred.
City of Everett Tax Increment Financing Agreement (Exelon and Generation). On April 10, 2017, the City of Everett petitioned the Massachusetts Economic Assistance Coordinating Council (EACC) to revoke the 1999 tax increment financing agreement (TIF Agreement) relating to Mystic Units 8 and 9 on the grounds that the total investment in Mystic Units 8 and 9 materially deviates from the investment set forth in the TIF Agreement. On October 31, 2017, a three-member panel of the EACC conducted an administrative hearing on the City’s petition. On November 30, 2017, the hearing panel issued a tentative decision denying the City’s petition, finding that there was no material misrepresentation that would justify revocation of the TIF Agreement. On December 13, 2017, the tentative decision was adopted by the full EACC. On January 12, 2018, the City filed a complaint in Massachusetts Superior Court requesting, among other things, that the court set aside the EACC’s decision, grant the City’s request to decertify the Project and the TIF Agreement, and award the City damages for alleged underpaid taxes over the period of the TIF Agreement. On January 8, 2020, the Massachusetts Superior Court affirmed the decision of the EACC denying the City's petition. The deadline for appeal is March 9, 2020. Generation continues to believe that the City’s claim lacks merit. Accordingly, Generation has not recorded a liability for payment resulting from such a revocation, nor can Generation estimate a reasonably possible range of loss, if any, associated with any such revocation. Further, it is reasonably possible that property taxes assessed in future periods, including those following the expiration of the current TIF Agreement in 2020, could be material to Generation’s financial statements.
Subpoenas (Exelon and ComEd). Exelon and ComEd received a grand jury subpoena in the second quarter of 2019 from the U.S. Attorney’s Office for the Northern District of Illinois requiring production of information concerning their lobbying activities in the State of Illinois. On October 4, 2019, Exelon and ComEd received a second grand jury subpoena from the U.S. Attorney's Office for the Northern District of Illinois requiring production of records of any communications with certain individuals and entities. On October 22, 2019, the SEC notified Exelon and ComEd that it has also opened an investigation into their lobbying activities. Exelon and ComEd have cooperated fully and intend to continue to cooperate fully and expeditiously with the majorityU.S. Attorney’s Office and the SEC. Exelon and ComEd cannot predict the outcome of the U.S. Attorney's Office or the SEC investigations. No loss contingency has been reflected in Exelon's and ComEd's consolidated financial statements as this contingency is neither probable nor reasonably estimable at this time. Management is currently unable to estimate a range of reasonably possible loss as these matters are subject to change.
Subsequent to Exelon announcing the receipt of the subpoenas, a putative class action lawsuit has been filed against Exelon and certain officers of Exelon and ComEd alleging misrepresentations or omissions by Exelon purporting to relate to matters that are the subject of the subpoenas and the SEC investigation. Exelon believes that these claims lack merit and intends to defend against them, and though the costs or any loss associated with the lawsuit cannot be reasonably estimated at this time, Exelon does not believe that the lawsuit will have a material adverse impact on Exelon’s or ComEd’s consolidated financial statements.
General (All Registrants). The Registrants are involved in various other litigation matters that are being settleddefended and handled in the ordinary course of business. The assessment of whether a specific numberloss is probable or reasonably possible, and whether the loss or a range of loss is estimable, often involves a series of complex judgments about future events. The Registrants maintain accruals for such losses that are probable of being incurred and subject to reasonable estimation. Management is sometimes unable to estimate an amount or range of reasonably possible loss, particularly where (1) the damages sought are indeterminate, (2) the proceedings are in the early stages, or (3) the matters involve novel or unsettled legal theories. In such cases, there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including a possible eventual loss.

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Note 19 — Shareholders' Equity

19. Shareholders' Equity (Exelon and Utility Registrants)
ComEd Common Stock Warrants
The following table presents warrants outstanding to purchase ComEd common stock and shares of common stock afterreserved for the service condition has been met.conversion of warrants. The corresponding costwarrants entitle the holders to convert such warrants into common stock of services is measured basedComEd at a conversion rate of one share of common stock for three warrants.
 December 31,
 2019 2018
Warrants outstanding60,228
 60,285
Common Stock reserved for conversion20,076
 20,095
Equity Securities Offering
In June 2014, Exelon issued $1.15 billion of junior subordinated notes in the form of 23 million equity units. In June 2017, Exelon settled the forward equity purchase contract on these equity units through issuance of 33 million shares of common stock from treasury stock, which triggered full dilution in the grant date fair valueEPS calculation. Previously, the equity units were included in the calculation of the restricted stock unit issued.
The value of the restricted stock units is expensed over the requisite service perioddiluted EPS using the straight-linetreasury stock method. The requisite service period for restricted stock units
Share Repurchases
There currently is generally three0 Exelon Board of Director authority to five years. However, certain restricted stock unit awards become fully vested uponrepurchase shares. Any previous shares repurchased are held as treasury shares, at cost, unless cancelled or reissued at the employee reaching retirement-eligibility. The valuediscretion of the restricted stock units granted to retirement-eligible employees is either recognized immediately upon the date of grant or through the date at which the employee reaches retirement eligibility. Exelon processes forfeitures as they occur for employees who do not complete the requisite service period.Exelon’s management.
Preferred and Preference Securities
The following table summarizes Exelon’s nonvested restricted stock unit activity forpresents the year endedRegistrants' shares of preferred securities authorized, none of which are outstanding as of December 31, 2019 and 2018:
Exelon
 Shares 
Weighted Average
Grant Date Fair
Value (per share)
Nonvested at December 31, 2017(a)
3,389,503
 $32.24
Granted1,321,988
 38.60
Vested(1,845,300) 32.03
Forfeited(65,046) 32.96
Undistributed vested awards (b)
(507,804) 36.76
Nonvested at December 31, 2018(a)
2,293,341
 $35.06
Preferred Securities Authorized
Exelon100,000,000
ComEd850,000
PECO15,000,000
BGE1,000,000
Pepco6,000,000
ACE(a)
2,799,979
__________
(a)Excludes 1,131,487Includes 799,979 shares of cumulative preferred stock and 1,488,3832,000,000 of restrictedno-par preferred stock units issued to retirement-eligible employees as of December 31, 2019 and 2018, and 2017, respectively, as they are fully vested.respectively.
The following table presents ComEd's, BGE's and ACE's preference securities authorized, none of which are outstanding as of December 31, 2019 and 2018:
Preference Securities Authorized
ComEd - Cumulative preference securities6,810,451
BGE(a)
6,500,000
ACE3,000,000

__________
(b)(a)Represents restricted stock units that vested but were not distributed to retirement-eligible employees during 2018.Includes 4,600,000 shares of unclassified preference securities and 1,900,000 shares of previously redeemed preference securities as of December 31, 2019 and 2018, respectively.
For
348

Table of Contents
Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 19 — Shareholders' Equity


20. Stock-Based Compensation Plans (All Registrants)
Stock-Based Compensation Plans
Exelon the weighted average grant date fair value (per share) ofgrants stock-based awards through its LTIP, which primarily includes performance share awards, restricted stock units grantedand stock options. At December 31, 2019, there were approximately 12 million shares authorized for issuance under the LTIP. For the years ended December 31, 2019, 2018 and 2017, exercised and distributed stock-based awards were primarily issued from authorized but unissued common stock shares.
The Registrants grant cash awards. The following table does not include expense related to these plans as they are not considered stock-based compensation plans under the applicable authoritative guidance.
The following table presents the stock-based compensation expense included in Exelon's and Generation's Consolidated Statements of Operations and Comprehensive Income. The Utility Registrants' stock-based compensation expense for the years ended December 31, 2018, 2017 and 2016 was $38.60, $34.98 and $28.14, respectively. At December 31,2019, 2018 and 2017 was not material.
ExelonYear Ended December 31,
Components of Stock-Based Compensation Expense2019 2018 2017
Total stock-based compensation expense included in operating and maintenance expense$77
 $208
 $191
Income tax benefit(20) (54) (74)
Total after-tax stock-based compensation expense$57
 $154
 $117
Generation     
Components of Stock-Based Compensation Expense     
Total stock-based compensation expense included in operating and maintenance expense$37
 $77
 $88
Income tax benefit(10) (20) (34)
Total after-tax stock-based compensation expense$27
 $57
 $54

Exelon had obligationsreceives a tax deduction based on the intrinsic value of the award on the exercise date for stock options and the distribution date for performance share awards and restricted stock units. For each award, throughout the requisite service period, Exelon recognizes the tax benefit related to outstanding restricted stock units not yet settled of $83 million and $108 million, respectively, which are included in common stock incompensation costs. The following table presents information regarding Exelon’s Consolidated Balance Sheets. For the years ended December 31, 2018, 2017 and 2016, Exelon settled restricted stock units with fair value totaling $106 million, $88 million and $68 million, respectively. At December 31, 2018, $38 million of total unrecognized compensation costs related to nonvested restricted stock units are expected to be recognized over the remaining weighted-average period of 2.5 years.realized tax benefit when distributed:
 Year Ended December 31,
 2019 2018 2017
Performance share awards$41
 $16
 $29
Restricted stock units24
 28
 35

Performance Share Awards
Performance share awards are granted under the LTIP. The performance share awards are settled 50% in common stock and 50% in cash at the end of the three-year performance period, except for awards granted to vice presidents and higher officers that are settled 100% in cash if certain ownership requirements are satisfied.
The common stock portion of the performance share awards is considered an equity award and is valued based on Exelon's stock price on the grant date. The cash portion of the performance share awards is considered a liability award which is remeasured each reporting period based on Exelon’s current stock price. As the value of the common stock and cash portions of the awards are based on Exelon’s stock price during the performance period, coupled with changes in the total shareholder return modifier and expected payout of the award, the compensation costs are subject to volatility until payout is established.


349

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 20 — Stock-Based Compensation Plans
Effective January 2017 for
For nonretirement-eligible employees, stock-based compensation costs are recognized over the vesting period of three years using the straight-line method. For performance share awards granted to retirement-eligible employees, the value of the performance shares is recognized ratably over the vesting period, which is the year of grant.
In 2016 and prior, for nonretirement-eligible employees, stock-based compensation costs are recognized over the vesting period of three years using the graded-vesting method. For performance share awards granted to retirement-eligible employees, the value of the performance shares is recognized ratably over the vesting period, which is the year of grant.
Exelon processes forfeitures as they occur for employees who do not complete the requisite service period.
The following table summarizes Exelon’s nonvested performance share awards activity for the year ended December 31, 2018:
Exelonactivity:
Shares 
Weighted Average
Grant Date Fair
Value (per share)
Shares 
Weighted Average
Grant Date Fair
Value (per share)
Nonvested at December 31, 2017(a)
2,956,966
 $32.65
Nonvested at December 31, 2018(a)
3,403,228
 $33.13
Granted1,637,542
 38.15
1,089,903
 47.37
Change in performance1,348,029
 30.66
(799,618) 40.85
Vested(848,574) 36.26
(1,610,146) 28.90
Forfeited(50,467) 36.24
(25,249) 45.03
Undistributed vested awards (b)
(1,640,268) 33.38
(348,363) 48.82
Nonvested at December 31, 2018(a)
3,403,228
 $33.13
Nonvested at December 31, 2019(a)
1,709,755
 $39.21
__________
(a)Excludes 3,586,2592,017,870 and 2,723,4403,586,259 of performance share awards issued to retirement-eligible employees as of December 31, 20182019 and 2017,2018, respectively, as they are fully vested.
(b)Represents performance share awards that vested but were not distributed to retirement-eligible employees during 2018.2019.
The following table summarizes the weighted average grant date fair value and the total fair value of performance share awards granted and settled for the years ended December 31, 2018, 2017 and 2016:settled.
 Year Ended
December 31,
 
2018(a)
 2017 2016
Weighted average grant date fair value (per share)$38.15
 $35.00
 $28.85
Fair value of performance shares settled61
 72
 45
Fair value of performance shares settled in cash49
 56
 28
 Year Ended December 31,
 
2019 (a)
 2018 2017
Weighted average grant date fair value (per share)$47.37
 $38.15
 $35.00
Total fair value of performance shares settled158
 61
 72
Total fair value of performance shares settled in cash131
 49
 56
__________
(a)As of December 31, 2018, $332019, $17 million of total unrecognized compensation costs related to nonvested performance shares are expected to be recognized over the remaining weighted-average period of 1.71.6 years.
For PHI, the weighted average grant date fair value (per share) of performance-based restricted stock awards was $26.10 for the year ended December 31, 2016. There were no time-based restricted stock awards granted for the year ended December 31, 2016. There were no time-based share settlements or performance-based share settlements for the year-ended December 31, 2016 or the predecessor period January 1, 2016 to March 23, 2016.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

The following table presents the balance sheet classification of obligations related to outstanding performance share awards not yet settled:
 December 31,
 2018 2017
Current liabilities(a)
$135
 $57
Deferred credits and other liabilities(b)
109
 100
Common stock26
 26
Total$270
 $183
__________
(a)Represents the current liability related to performance share awards expected to be settled in cash.
(b)Represents the long-term liability related to performance share awards expected to be settled in cash.
20. Earnings Per Share (Exelon)
Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding, including the effect of issuing common stock assuming (i) stock options are exercised, and (ii) performance share awards and restricted stock awards are fully vested under the treasury stock method.
The following table sets forth the components of basic and diluted earnings per share and shows the effect of these stock options, performance share awards and restricted stock awards on the weighted average number of shares outstanding used in calculating diluted earnings per share: 
 Year Ended December 31,
 2018 2017 2016
Net income attributable to common shareholders$2,010

$3,786

$1,121
Weighted average common shares outstanding — basic967

947

924
Assumed exercise and/or distributions of stock-based awards2
 2
 3
Weighted average common shares outstanding — diluted969

949

927
The number of stock options not included in the calculation of diluted common shares outstanding due to their antidilutive effect was approximately 3 million in 2018, 8 million in 2017, and 12 million in 2016. There were no equity units related to the PHI merger not included in the calculation of diluted common shares outstanding due to their antidilutive effect for the years ended December 31, 2018, 2017, and 2016. See Note 18 — Shareholders' Equity for additional information regarding the equity units and equity forward units.
On June 1, 2017, Exelon settled the forward purchase contract, which was a component of the June 2014 equity units, through the issuance of approximately 33 million shares of Exelon common stock from treasury stock. The issuance of shares on June 1, 2017 triggered full dilution in the EPS calculation, which prior to settlement were included in the calculation of diluted EPS using the treasury stock method. See Note 18 — Shareholders' Equity for additional information regarding share repurchases.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

21. Changes in Accumulated Other Comprehensive Income (Exelon, Generation and PECO)
The following tables present changes in accumulated other comprehensive income (loss) (AOCI) by component for the years ended December 31, 2018 and 2017:
For the Year Ended December 31, 2018Gains and
(Losses) on
Cash Flow
Hedges

Unrealized
Gains and (losses) on
Marketable
Securities

Pension and
Non-Pension
Postretirement
Benefit Plan
Items

Foreign
Currency
Items

AOCI of Investments
Unconsolidated
Affiliates

Total
Exelon(a)











Beginning balance$(14) $10
 $(2,998) $(23) $(1) $(3,026)
OCI before reclassifications11
 
 (143) (10) 1
 (141)
Amounts reclassified from AOCI(b)
1
 
 181
 
 
 182
Net current-period OCI12



38

(10)
1

41
Impact of adoption of Recognition and Measurement of Financial Assets and Financial Liabilities standard(c)

 (10) 
 
 
 (10)
Ending balance$(2)
$

$(2,960)
$(33)
$

$(2,995)
Generation(a)









 
Beginning balance$(16) $3
 $
 $(23) $(1) $(37)
OCI before reclassifications11
 
 
 (10) 
 1
Amounts reclassified from AOCI(b)
1
 
 
 
 
 1
Net current-period OCI12





(10)


2
Impact of adoption of Recognition and Measurement of Financial Assets and Financial Liabilities standard(c)

 (3) 
 
 
 (3)
Ending balance$(4)
$

$

$(33)
$(1)
$(38)
PECO(a)









 
Beginning balance$
 $1
 $
 $
 $
 $1
OCI before reclassifications
 
 
 
 
 
Amounts reclassified from AOCI(b)

 
 
 
 
 
Net current-period OCI










Impact of adoption of Recognition and Measurement of Financial Assets and Financial Liabilities standard(c)

 (1) 
 
 
 (1)
Ending balance$

$

$

$

$

$

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

For the Year Ended December 31, 2017Gains and
(Losses) on
Cash Flow
Hedges
 Unrealized
Gains on
Marketable
Securities
 Pension and
Non-Pension
Postretirement
Benefit Plan
items
 Foreign
Currency
Items
 AOCI of Investments
Unconsolidated
Affiliates
 Total
Exelon(a)
           
Beginning balance$(17)
$4

$(2,610)
$(30)
$(7) $(2,660)
OCI before reclassifications(1)
6

11

7

6
 29
Amounts reclassified from AOCI(b)
4



140




 144
Net current-period OCI3

6

151

7

6

173
Impact of adoption of Reclassification of Certain Tax Effects from AOCI(d)

 
 (539) 
 
 (539)
Ending balance$(14)
$10

$(2,998)
$(23)
$(1)
$(3,026)
Generation(a)









 
Beginning balance$(19)
$2

$

$(30)
$(7) $(54)
OCI before reclassifications(1)
1



7

6
 13
Amounts reclassified from AOCI(b)
4








 4
Net current-period OCI3

1



7

6

17
Ending balance$(16)
$3

$

$(23)
$(1)
$(37)
PECO(a)









 
Beginning balance$

$1

$

$

$
 $1
OCI before reclassifications








 
Amounts reclassified from AOCI(b)









 
Net current-period OCI










Ending balance$

$1

$

$

$

$1
__________ 
(a)All amounts are net of tax and noncontrolling interests. Amounts in parenthesis represent a decrease in AOCI.
(b)See next tables for details about these reclassifications.
(c)
Exelon prospectively adopted the new standard Recognition and Measurement of Financial Assets and Financial Liabilities. The standard was adopted as of January 1, 2018, which resulted in an increase to Retained earnings and Accumulated other comprehensive loss of $10 million, $3 million and $1 million for Exelon, Generation and PECO, respectively. The amounts reclassified related to Rabbi Trusts. See Note 1 — Significant Accounting Policies for additional information.
(d)
Exelon early adopted the new standard Reclassification of Certain Tax Effects from AOCI. The standard was adopted retrospectively as of December 31, 2017, which resulted in an increase to Exelon’s Retained earnings and Accumulated other comprehensive loss of $539 million, primarily related to deferred income taxes associated with Exelon’s pension and OPEB obligations. See Note 1 — Significant Accounting Policies for additional information.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

ComEd, PECO, BGE, PHI, Pepco, DPL and ACE did not have any reclassifications out of AOCI to Net income during the years ended December 31, 2018 and 2017. The following tables present amounts reclassified out of AOCI to Net income for Exelon and Generation during the years ended December 31, 2018 and 2017:
For the Year Ended December 31, 2018
Details about AOCI components 
Items reclassified out of AOCI(a)
 Affected line item in the Statement of Operations and Comprehensive Income
   Exelon Generation  
Gains (Losses) on cash flow hedges      
Other cash flow hedges $(1) $(1) Interest expense
  (1)
(1) Total before tax
  
 
 Tax benefit
  $(1)
$(1) Net of tax
       
Amortization of pension and other
postretirement benefit plan items
Prior service costs(b)
 $90
 $
  
Actuarial losses(b)
 (333) 
  
  (243)

 Total before tax
  62
 
 Tax benefit
  $(181)
$
 Net of tax
       
Total Reclassifications $(182)
$(1) Net of tax

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

For the Year Ended December 31, 2017
Details about AOCI components 
Items reclassified out of AOCI(a)
 Affected line item in the Statement of Operations and Comprehensive Income
   Exelon Generation  
Gains (Losses) on cash flow hedges      
Other cash flow hedges $(5) $(5) Interest expense

 (5)
(5)
Total before tax

 1
 1
 Tax benefit

 $(4)
$(4)
Net of tax
       
Amortization of pension and other postretirement benefit plan items      
Prior service costs(b)
 $92
 $
  
Actuarial losses(b)
 (324) 
  
  (232)


Total before tax
  92
 
 Tax benefit
  $(140)
$

Net of tax
       
Total Reclassifications $(144)
$(4)
Net of tax
__________
(a)Amounts in parenthesis represent a decrease in net income.
(b)This AOCI component is included in the computation of net periodic pension and OPEB cost. See Note 16 — Retirement Benefits for additional information.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

The following table presents income tax benefit (expense) allocated to each component of other comprehensive income (loss) during the years ended December 31, 2018, 2017 and 2016:
 For the Year Ended December 31,
 2018 2017 2016
Exelon     
Pension and non-pension postretirement benefit plans:     
Prior service benefit reclassified to periodic benefit cost$24
 $36
 $30
Actuarial loss reclassified to periodic benefit cost(86) (128) (118)
Pension and non-pension postretirement benefit plans valuation adjustment50
 13
 115
Change in unrealized gains on cash flow hedges(5) (7) 
Change in unrealized gains (losses) on investments in unconsolidated affiliates
 (3) 3
Change in unrealized gains on marketable securities
 (1) 
Total$(17) $(90)
$30
      
Generation     
Change in unrealized gains on cash flow hedges$(4) $(6) $(2)
Change in unrealized gains (losses) on investments in unconsolidated affiliates(1) (3) 3
Change in unrealized gains on marketable securities
 (1) 
Total$(5) $(10)
$1

22. Commitments and Contingencies (All Registrants)
Commitments
Constellation Merger Commitments (Exelon and Generation). In February 2012, the MDPSC issued an Order approving the Exelon and Constellation merger. As part of the MDPSC Order, Exelon agreed to provide a package of benefits to BGE customers, the City of Baltimore and the State of Maryland, resulting in an estimated direct investment in the State of Maryland of approximately $1 billion.
The direct investment included the construction of a new 21-story headquarters building in Baltimore for Generation’s competitive energy business that was substantially complete in November 2016 and is now occupied by approximately 1,500 Exelon employees.  Generation's investment in leasehold improvements totaled approximately $90 million.  In addition, Generation entered into a 20-year operating lease as the primary lessee of the building. 
The direct investment commitment also included $450 million to $500 million relating to Exelon and Generation’s development or assistance in the development of 285 - 300 MWs of new generation in Maryland, which is expected to be completed within a period of 10 years after the merger. The MDPSC order contemplated various options for complying with the new generation development commitments, including building or acquiring generating assets, making subsidy or compliance payments, or in circumstances in which the generation build is delayed or certain specified provisions are elected, making liquidated damages payments. Exelon and Generation have incurred $458 million towards satisfying the commitment for new generation development in the state of Maryland, with approximately 220 MW of the new generation commencing with commercial operations to date and an additional 10 MW commitment satisfied through a liquidated damages payment made in the fourth quarter of 2016. Additionally, during the fourth quarter of 2016, given continued declines in projected energy and capacity prices, Generation terminated rights to certain development projects originally intended to meet its remaining 55 MW commitment amount. The commitment is expected to be satisfied via payment of liquidated damages or execution of a third party PPA, rather than by Generation constructing renewable generating assets. As a result, Exelon and Generation

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

recorded a pre-tax $50 million loss contingency in Operating and maintenance expense in Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2016. The remaining commitment is to be paid on or before January 15, 2023 unless the period is extended by consent of Exelon and the State of Maryland. As of December 31, 2018 and 2017, Exelon's and Generation's Consolidated Balance Sheets include a $50 million liability within Deferred credits and other liabilities for this remaining commitment.
Commercial Commitments (All Registrants). Exelon’s commercial commitments as of December 31, 2018, representing commitments potentially triggered by future events, were as follows:
   Expiration within
 Total2019 2020 2021 2022 2023 2024 and beyond
Letters of credit$1,703
 $1,394
 $308
 $1
 $
 $
 $
Surety bonds(a)
1,402
 1,331
 33
 38
 
 
 
Financing trust guarantees378
 
 
 
 
 
 378
Guaranteed lease residual values(b)
24
 3
 3
 2
 3
 3
 10
Total commercial commitments$3,507
 $2,728
 $344
 $41
 $3
 $3
 $388
__________
(a)Surety bonds—Guarantees issued related to contract and commercial agreements, excluding bid bonds.
(b)Represents the maximum potential obligation in the event that the fair value of certain leased equipment and fleet vehicles is zero at the end of the maximum lease term. The maximum lease term associated with these assets ranges from 3 to 8 years. The maximum potential obligation at the end of the minimum lease term would be $61 million, $19 million of which is a guarantee by Pepco, $26 million by DPL and $16 million by ACE. The minimum lease term associated with these assets ranges from 1 to 4 years. Historically, payments under the guarantees have not been made and PHI believes the likelihood of payments being required under the guarantees is remote.
Generation’s commercial commitments as of December 31, 2018, representing commitments potentially triggered by future events, were as follows:
   Expiration within
 Total2019 2020 2021 2022 2023 2024 and beyond
Letters of credit$1,680
 $1,380
 $299
 $1
 $
 $
 $
Surety bonds(a)

1,220
 1,201
 19
 
 
 
 
Total commercial commitments$2,900
 $2,581
 $318
 $1
 $
 $
 $
__________
(a)Surety bonds—Guarantees issued related to contract and commercial agreements, excluding bid bonds.
ComEd’s commercial commitments as of December 31, 2018, representing commitments potentially triggered by future events, were as follows:
   Expiration within
 Total2019 2020 2021 2022 2023 2024 and beyond
Letters of credit$2
 $2
 $
 $
 $
 $
 $
Surety bonds(a)
12
 10
 
 2
 
 
 
Financing trust guarantees200
 
 
 
 
 
 200
Total commercial commitments$214
 $12
 $
 $2
 $
 $
 $200
__________
(a)Surety bonds—Guarantees issued related to contract and commercial agreements, excluding bid bonds.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

PECO’s commercial commitments as of December 31, 2018, representing commitments potentially triggered by future events, were as follows: 
   Expiration within
 Total2019 2020 2021 2022 2023 2024 and beyond
Surety bonds(a)
$9
 $9
 $
 $
 $
 $
 $
Financing trust guarantees178
 
 
 
 
 
 178
Total commercial commitments$187
 $9
 $
 $
 $
 $
 $178
__________
(a)Surety bonds—Guarantees issued related to contract and commercial agreements, excluding bid bonds.
BGE’s commercial commitments as of December 31, 2018, representing commitments potentially triggered by future events, were as follows:
   Expiration within
 Total2019 2020 2021 2022 2023 2024 and beyond
Letters of credit$3
 $2
 $1
 $
 $
 $
 $
Surety bonds(a)
17
 3
 14
 
 
 
 
Total commercial commitments$20
 $5
 $15
 $
 $
 $
 $
__________
(a)Surety bonds—Guarantees issued related to contract and commercial agreements, excluding bid bonds.
PHI commercial commitments as of December 31, 2018, representing commitments potentially triggered by future events, were as follows:
   Expiration within
 Total2019 2020 2021 2022 2023 2024 and beyond
Letters of credit$8
 $
 $8
 $
 $
 $
 $
Surety bonds(a) 
$41
 $41
 $
 $
 $
 $
 $
Guaranteed lease residual values(b)
24
 3
 3
 2
 3
 3
 10
Total commercial commitments$73

$44

$11

$2

$3

$3

$10
__________
(a)Surety bonds—Guarantees issued related to contract and commercial agreements, excluding bid bonds.
(b)Represents the maximum potential obligation in the event that the fair value of certain leased equipment and fleet vehicles is zero at the end of the maximum lease term. The maximum lease term associated with these assets ranges from 3 to 8 years. The maximum potential obligation at the end of the minimum lease term would be $61 million. The minimum lease term associated with these assets ranges from 1 to 4 years. Historically, payments under the guarantees have not been made and PHI believes the likelihood of payments being required under the guarantees is remote.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Pepco commercial commitments as of December 31, 2018, representing commitments potentially triggered by future events, were as follows:
   Expiration within
 Total2019 2020 2021 2022 2023 2024 and beyond
Letters of credit$8
 $
 $8
 $
 $
 $
 $
Surety bonds(a)
$33
 $33
 $
 $
 $
 $
 $
Guaranteed lease residual values(b)
8
 1
 1
 1
 1
 1
 3
Total commercial commitments$49
 $34
 $9
 $1
 $1
 $1
 $3
__________
(a)Surety bonds—Guarantees issued related to contract and commercial agreements, excluding bid bonds.
(b)Represents the maximum potential obligation in the event that the fair value of certain leased equipment and fleet vehicles is zero at the end of the maximum lease term. The maximum lease term associated with these assets ranges from 3 to 8 years. The maximum potential obligation at the end of the minimum lease term would be $19 million. The minimum lease term associated with these assets ranges from 1 to 4 years. Historically, payments under the guarantees have not been made and Pepco believes the likelihood of payments being required under the guarantees is remote.
DPL commercial commitments as of December 31, 2018, representing commitments potentially triggered by future events, were as follows:
   Expiration within
 Total2019 2020 2021 2022 2023 2024 and beyond
Surety bonds(a)
$5
 $5
 $
 $
 $
 $
 $
Guaranteed lease residual values(b)
10
 1
 1
 1
 1
 1
 5
Total commercial commitments$15
 $6
 $1
 $1
 $1
 $1
 $5
__________
(a)Surety bonds—Guarantees issued related to contract and commercial agreements, excluding bid bonds.
(b)Represents the maximum potential obligation in the event that the fair value of certain leased equipment and fleet vehicles is zero at the end of the maximum lease term. The maximum lease term associated with these assets ranges from 3 to 8 years. The maximum potential obligation at the end of the minimum lease term would be $26 million. The minimum lease term associated with these assets ranges from 1 to 4 years. Historically, payments under the guarantees have not been made and DPL believes the likelihood of payments being required under the guarantees is remote.
ACE commercial commitments as of December 31, 2018, representing commitments potentially triggered by future events, were as follows:
   Expiration within
 Total2019 2020 2021 2022 2023 2024 and beyond
Surety bonds(a) 
$3
 $3
 $
 $
 $
 $
 $
Guaranteed lease residual values(b)
6
 1
 1
 
 1
 1
 2
Total commercial commitments$9
 $4
 $1
 $
 $1
 $1
 $2
__________
(a)Surety bonds—Guarantees issued related to contract and commercial agreements, excluding bid bonds.
(b)Represents the maximum potential obligation in the event that the fair value of certain leased equipment and fleet vehicles is zero at the end of the maximum lease term. The maximum lease term associated with these assets ranges from 3 to 8 years. The maximum potential obligation at the end of the minimum lease term would be $16 million. The minimum lease term associated with these assets ranges from 1 to 4 years. Historically, payments under the guarantees have not been made and ACE believes the likelihood of payments being required under the guarantees is remote.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Leases (All Registrants)
Minimum future operating lease payments, including lease payments for contracted generation, vehicles, real estate, computers, rail cars, operating equipment and office equipment, as of December 31, 2018 were:
 
Exelon(a)(b)
 
Generation(a)(b)
 
ComEd(a)(c)
 
PECO(a)(c)
 
BGE(a)(c)(d)(e)
 
PHI(a)
 
Pepco(a)
 
DPL(a)(c)
 
ACE(a)
2019$140
 $33
 $7
 $5
 $35
 $48
 $11
 $14
 $7
2020149
 46
 5
 5
 35
 46
 10
 13
 6
2021143
 46
 4
 5
 33
 43
 9
 12
 5
2022126
  47
  4
 5
 18
 42
 8
 12
 5
202397
 46
 3
 5
 3
 39
 8
 10
 4
Remaining years723
 545
 
 
 19
 159
 40
 35
 5
Total minimum future lease payments$1,378
 $763
 $23
 $25
 $143
 $377
 $86
 $96
 $32
__________
(a)Includes amounts related to shared use land arrangements.
(b)Excludes Generation’s contingent operating lease payments associated with contracted generation agreements.
(c)Amounts related to certain real estate leases and railroad licenses effectively have indefinite payment periods. As a result, ComEd, PECO, BGE and DPL have excluded these payments from the remaining years as such amounts would not be meaningful. ComEd's, PECO’s, BGE’s and DPL's average annual obligation for these arrangements, included in each of the years 2019 - 2023, was $3 million, $5 million, $1 million and $1 million respectively. Also includes amounts related to shared use land arrangements.
(d)Includes all future lease payments on a 99-year real estate lease that expires in 2106.
(e)The BGE column above includes minimum future lease payments associated with a 6-year lease for the Baltimore City conduit system that became effective during the fourth quarter of 2016. BGE's total commitments under the lease agreement are $26 million, $28 million, $28 million and $14 million related to years 2019 - 2022 , respectively.
The following table presents the Registrants’ rental expense under operating leases for the years ended December 31, 2018, 2017 and 2016:
For the Year Ended December 31,Exelon 
Generation(a)
 ComEd PECO BGE Pepco DPL ACE
2018$670
 $558
 $7
 $10
 $35
 $10
 $13
 $8
2017709
 578
 9
 9
 32
 11
 16
 14
2016777
 667
 15
 7
 22
 8
 15
 13
 Successor  Predecessor
 For the Year Ended December 31, 2018 For the Year Ended December 31, 2017 March 24, 2016 to December 31, 2016  January 1, 2016 to March 23, 2016
PHI        
Rental expense under operating leases$48
 $63
 $49
  $12
__________
(a)Includes contingent operating lease payments associated with contracted generation agreements that are not included in the minimum future operating lease payments table above. Payments made under Generation’s contracted generation lease agreements totaled $493 million, $508 million and $604 million during 2018, 2017 and 2016, respectively. Excludes contract amortization associated with purchase accounting and contract acquisitions.
For information regarding capital lease obligations, see Note 13—Debt and Credit Agreements.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Nuclear Insurance (Exelon and Generation)
Generation is subject to liability, property damage and other risks associated with major incidents at any of its nuclear stations. Generation has mitigated its financial exposure to these risks through insurance and other industry risk-sharing provisions.
The Price-Anderson Act was enacted to ensure the availability of funds for public liability claims arising from an incident at any of the U.S. licensed nuclear facilities and to limit the liability of nuclear reactor owners for such claims from any single incident. As of December 31, 2018, the current liability limit per incident is $14.1 billion and is subject to change to account for the effects of inflation and changes in the number of licensed reactors at least once every five years with the last adjustment effective November 1, 2018. In accordance with the Price-Anderson Act, Generation maintains financial protection at levels equal to the amount of liability insurance available from private sources through the purchase of private nuclear energy liability insurance for public liability claims that could arise in the event of an incident. Effective January 1, 2017, the required amount of nuclear energy liability insurance purchased is $450 million for each operating site. Claims exceeding that amount are covered through mandatory participation in a financial protection pool, as required by the Price Anderson-Act, which provides the additional $13.6 billion per incident in funds available for public liability claims. Participation in this secondary financial protection pool requires the operator of each reactor to fund its proportionate share of costs for any single incident that exceeds the primary layer of financial protection. Exelon’s share of this secondary layer would be approximately $3.1 billion, however any amounts payable under this secondary layer would be capped at $454 million per year.
In addition, the U.S. Congress could impose revenue-raising measures on the nuclear industry to pay public liability claims exceeding the $14.1 billion limit for a single incident.
As part of the execution of the NOSA on April 1, 2014, Generation executed an Indemnity Agreement pursuant to which Generation agreed to indemnify EDF and its affiliates against third-party claims that may arise from any future nuclear incident (as defined in the Price-Anderson Act) in connection with the CENG nuclear plants or their operations. Exelon guarantees Generation’s obligations under this indemnity. See Note 2 — Variable Interest Entities for additional information on Generation’s operations relating to CENG.
Generation is required each year to report to the NRC the current levels and sources of property insurance that demonstrates Generation possesses sufficient financial resources to stabilize and decontaminate a reactor and reactor station site in the event of an accident. The property insurance maintained for each facility is currently provided through insurance policies purchased from NEIL, an industry mutual insurance company of which Generation is a member.
NEIL may declare distributions to its members as a result of favorable operating experience. In recent years NEIL has made distributions to its members, but Generation cannot predict the level of future distributions or if they will continue at all. Generation's portion of the annual distribution declared by NEIL is estimated to be $58 million for 2018, and was $60 million and $21 million for 2017 and 2016, respectively. In addition, in March 2018, NEIL declared a supplemental distribution. Generation's portion of the supplemental distribution declared by NEIL was $31 million. The distributions were recorded as a reduction to Operating and maintenance expense within Exelon and Generation’s Consolidated Statements of Operations and Comprehensive Income.
Premiums paid to NEIL by its members are also subject to a potential assessment for adverse loss experience in the form of a retrospective premium obligation. NEIL has never assessed this retrospective premium since its formation in 1973, and Generation cannot predict the level of future assessments if any. The current maximum aggregate annual retrospective premium obligation for Generation is approximately $345 million. NEIL requires its members to maintain an investment grade credit rating or to ensure collectability of their annual retrospective premium obligation by providing a financial guarantee, letter of credit, deposit premium, or some other means of assurance.
NEIL provides “all risk” property damage, decontamination and premature decommissioning insurance for each station for losses resulting from damage to its nuclear plants, either due to accidents or acts of terrorism. If the decision is made to decommission the facility, a portion of the insurance proceeds will be allocated to a fund, which Generation is required by the NRC to maintain, to provide for decommissioning the facility. In the event of an insured loss, Generation is unable to predict the timing of the availability of insurance proceeds to Generation and the amount of such proceeds that would be available. In the event that one or more acts of terrorism cause accidental property damage within a twelve-month period from the first accidental property damage under one or more policies

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

for all insured plants, the maximum recovery by Exelon will be an aggregate of $3.2 billion plus such additional amounts as the insurer may recover for all such losses from reinsurance, indemnity and any other source, applicable to such losses.
For its insured losses, Generation is self-insured to the extent that losses are within the policy deductible or exceed the amount of insurance maintained. Uninsured losses and other expenses, to the extent not recoverable from insurers or the nuclear industry, could also be borne by Generation. Any such losses could have a material adverse effect on Exelon’s and Generation’s financial statements.
Spent Nuclear Fuel Obligation (Exelon and Generation)
Under the NWPA, the DOE is responsible for the development of a geologic repository for and the disposal of SNF and high-level radioactive waste. As required by the NWPA, Generation is a party to contracts with the DOE (Standard Contracts) to provide for disposal of SNF from Generation’s nuclear generating stations. In accordance with the NWPA and the Standard Contracts, Generation historically had paid the DOE one mill ($0.001) per kWh of net nuclear generation for the cost of SNF disposal. On November 19, 2013, the D.C. Circuit Court ordered the DOE to submit to Congress a proposal to reduce the current SNF disposal fee to zero, unless and until there is a viable disposal program. On May 9, 2014, the DOE notified Generation that the SNF disposal fee remained in effect through May 15, 2014, after which time the fee was set to zero. As a result, for the years ended December 31, 2018, 2017 and 2016, Generation did not incur any expense in SNF disposal fees. Until a new fee structure is in effect, Exelon and Generation will not accrue any further costs related to SNF disposal fees. This fee may be adjusted prospectively to ensure full cost recovery. The NWPA and the Standard Contracts required the DOE to begin taking possession of SNF generated by nuclear generating units by no later than January 31, 1998. The DOE, however, failed to meet that deadline and its performance has been, and is expected to be, delayed significantly.
The 2010 Federal budget (which became effective October 1, 2009) eliminated almost all funding for the creation of the Yucca Mountain repository while the Obama Administration devised a new strategy for long-term SNF management. The Blue Ribbon Commission (BRC) on America’s Nuclear Future, appointed by the U.S. Energy Secretary, released a report on January 26, 2012, detailing comprehensive recommendations for creating a safe, long-term solution for managing and disposing of the nation’s SNF and high-level radioactive waste.
In early 2013, the DOE issued an updated “Strategy for the Management and Disposal of Used Nuclear Fuel and High-Level Radioactive Waste” in response to the BRC recommendations. This strategy included a consolidated interim storage facility that was planned to be operational in 2025. However, due to continued delays on the part of the DOE, Generation currently assumes the DOE will begin accepting SNF in 2030 and uses that date for purposes of estimating the nuclear decommissioning asset retirement obligations. The SNF acceptance date assumption is based on management’s estimates of the amount of time required for DOE to select a site location and develop the necessary infrastructure for long-term SNF storage.
In August 2004, Generation and the DOJ, in close consultation with the DOE, reached a settlement under which the government agreed to reimburse Generation, subject to certain damage limitations based on the extent of the government’s breach, for costs associated with storage of SNF at Generation’s nuclear stations pending the DOE’s fulfillment of its obligations. Generation’s settlement agreement does not include FitzPatrick and FitzPatrick does not currently have a settlement agreement in place. Calvert Cliffs, Ginna and Nine Mile Point each have separate settlement agreements in place with the DOE which were extended during 2017 to provide for the reimbursement of SNF storage costs through December 31, 2019. Generation submits annual reimbursement requests to the DOE for costs associated with the storage of SNF. In all cases, reimbursement requests are made only after costs are incurred and only for costs resulting from DOE delays in accepting the SNF.
Under the settlement agreements, Generation has received cumulative cash reimbursements for costs incurred as follows:
 Total 
Net(a)
Cumulative cash reimbursements(b)

$1,274
 $1,100
__________
(a)Total after considering amounts due to co-owners of certain nuclear stations and to the former owner of Oyster Creek.
(b)Includes $53 and $49, respectively, for amounts received since April 1, 2014, for costs incurred under the CENG DOE Settlement Agreements prior to the consolidation of CENG.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

As of December 31, 2018 and 2017, the amount of SNF storage costs for which reimbursement has been or will be requested from the DOE under the DOE settlement agreements is as follows:
 December 31, 2018
 December 31, 2017
DOE receivable - current(a)
$124
 $94
DOE receivable - noncurrent(b)
15
 15
Amounts owed to co-owners(a)(c)
(17) (11)
__________
(a)Recorded in Accounts receivable, other.
(b)Recorded in Deferred debits and other assets, other
(c)Non-CENG amounts owed to co-owners are recorded in Accounts receivable, other.  CENG amounts owed to co-owners are recorded in Accounts payable. Represents amounts owed to the co-owners of Peach Bottom, Quad Cities, and Nine Mile Point Unit 2 generating facilities.
The Standard Contracts with the DOE also required the payment to the DOE of a one-time fee applicable to nuclear generation through April 6, 1983. The fee related to the former PECO units has been paid. Pursuant to the Standard Contracts, ComEd previously elected to defer payment of the one-time fee of $277 million for its units (which are now part of Generation), with interest to the date of payment, until just prior to the first delivery of SNF to the DOE. The unfunded liabilities for SNF disposal costs, including the one-time fee, were transferred to Generation as part of Exelon’s 2001 corporate restructuring. A prior owner of FitzPatrick also elected to defer payment of the one-time fee of $34 million, with interest to the date of payment, for the FitzPatrick unit. As part of the FitzPatrick acquisition on March 31, 2017, Generation assumed a SNF liability for the DOE one-time fee obligation with interest related to FitzPatrick along with an offsetting asset for the contractual right to reimbursement from NYPA, a prior owner of FitzPatrick, for amounts paid for the FitzPatrick DOE one-time fee obligation. The amounts were recorded at fair value. See Note 4 - Mergers, Acquisitions and Dispositions for additional information on the FitzPatrick acquisition. As of December 31, 2018 and 2017, the SNF liability for the one-time fee with interest was $1,171 million and $1,147 million, respectively, which is included in Exelon's and Generation's Consolidated Balance Sheets. Interest for Exelon's and Generation's SNF liabilities accrues at the 13-week Treasury Rate. The 13-week Treasury Rate in effect for calculation of the interest accrual at December 31, 2018 was 2.351% for the deferred amount transferred from ComEd and 2.217% for the deferred FitzPatrick amount. The outstanding one-time fee obligations for the Nine Mile Point, Ginna, Oyster Creek and TMI units remain with the former owners. The Clinton and Calvert Cliffs units have no outstanding obligation. See Note 11 — Fair Value of Financial Assets and Liabilities for additional information.
Environmental Remediation Matters
General (All Registrants).The Registrants’ operations have in the past, and may in the future, require substantial expenditures to comply with environmental laws. Additionally, under Federal and state environmental laws, the Registrants are generally 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. In addition, the Registrants are currently involved in a number of proceedings relating to sites where hazardous substances have been deposited and may be subject to additional proceedings in the future. Unless otherwise disclosed, the Registrants cannot reasonably estimate whether they will incur significant liabilities for additional investigation and remediation costs at these or additional sites identified by the Registrants, environmental agencies

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Note 18 — Commitments and Contingencies

or others, or whether such costs will be recoverable from third parties, including customers. Additional costs could have a material, unfavorable impact on the Registrants' financial statements.
MGP Sites (Exelon and the Utility Registrants). ComEd, PECO, BGE and DPL have identified sites where former MGP or gas purification activities have or may have resulted in actual site contamination. For almost all of these sites, there are additional PRPs that may share responsibility for the ultimate remediation of each location.
ComEd has identified 4221 sites 21 of which have been remediated and approved by the Illinois EPA or the U.S. EPA and 21 that are currently under some degree of active study and/or remediation. ComEd expects the majority of the remediation at these sites to continue through at least 2023.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

2025.
PECO has identified 268 sites 17 of which have been remediated in accordance with applicable PA DEP regulatory requirements and 9 that are currently under some degree of active study and/or remediation. PECO expects the majority of the remediation at these sites to continue through at least 2022.
BGE has identified 134 sites 9 of which have been remediated and approved by the MDE and 4 that currently require some level of remediation and/or ongoing activity. BGE expects the majority of the remediation at these sites to continue through at least 2019.
2021.
DPL has identified 3 sites, 2 of which remediation has been completed and approved by the MDE or the Delaware Department of Natural Resources and Environmental Control. The remaining1 site that is currently under study and the required cost at the site is not expected to be material.
The historical nature of the MGP and gas purification sites and the fact that many of the sites have been buried and built over, impacts the ability to determine a precise estimate of the ultimate costs prior to initial sampling and determination of the exact scope and method of remedial activity. Management determines its best estimate of remediation costs using all available information at the time of each study, including probabilistic and deterministic modeling for ComEd and PECO, and the remediation standards currently required by the applicable state environmental agency. Prior to completion of any significant clean up, each site remediation plan is approved by the appropriate state environmental agency.
ComEd, pursuant to an ICC order, and PECO, pursuant to settlements of natural gas distribution rate cases with the PAPUC, are currently recovering environmental remediation costs of former MGP facility sites through customer rates. See Note 4 — Regulatory Matters for additional information regarding the associated regulatory assets. While BGE and DPL do not have riders for MGP clean-up costs, they have historically received recovery of actual clean-up costs in distribution rates.
During the third quarter of 2018, the Utility Registrants completed a study of their future estimated environmental remediation requirements. The study resulted in a $48 million increase to the environmental liability and related regulatory asset for ComEd. The increase was primarily due to a revised closure strategy at one site, which resulted in an increase in the excavation area and depth of impacted soils from the site. The study did not result in a material change to the environmental liability for PECO, BGE, Pepco, DPL, and ACE.
As of December 31, 20182019 and 2017,2018, the Registrants had accrued the following undiscounted amounts for environmental liabilities in Other current liabilities and Other deferred credits and other liabilities within their respective Consolidated Balance Sheets:
 December 31, 2019 December 31, 2018
 Total environmental
investigation and
remediation reserve
 Portion of total related to
MGP investigation and
remediation
 Total environmental
investigation and
remediation reserve
 Portion of total related to
MGP investigation and
remediation
Exelon$478
 $320
 $496
 $356
Generation105
 
 108
 
ComEd304
 303
 329
 327
PECO19
 17
 27
 25
BGE2
 
 5
 4
PHI48
 
 27
 
Pepco46
 
 25
 
DPL1
 
 1
 
ACE1
 
 1
 

December 31, 2018
Total environmental
investigation
and remediation reserve
 
Portion of total related to MGP
investigation and remediation
Exelon$496
 $356
Generation108
 
ComEd329
 327
PECO27
 25
BGE5
 4
PHI27
 
Pepco25
 
DPL1
 
ACE1
 

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

December 31, 2017
Total environmental
investigation
and remediation reserve
 
Portion of total related to MGP
investigation and remediation
Exelon$466
 $315
Generation117
 
ComEd285
 283
PECO30
 28
BGE5
 4
PHI29
 
Pepco27
 
DPL1
 
ACE1
 
Cotter Corporation (Exelon and Generation).The EPA has advised Cotter Corporation (Cotter), a former ComEd subsidiary, that it is potentially liable in connection with radiological contamination at a site known as the West Lake Landfill in Missouri. In 2000, ComEd sold Cotter to an unaffiliated third-party. As part of the sale, ComEd agreed to indemnify Cotter for any liability arising in connection with the West Lake Landfill. In connection with Exelon’s 2001 corporate restructuring, this responsibility to indemnify Cotter was transferred to Generation. On May 29, 2008, the EPA issued a Record of Decision (ROD) approving a landfill cover remediation approach. By letter dated January 11, 2010, the EPA requested that the PRPs perform a supplemental feasibility study for a remediation alternative that would involve complete excavation of the radiological contamination. On September 30, 2011, the PRPs submitted the supplemental feasibility study to the EPA for review. Since June 2012, the EPA has requested that the PRPs perform a series of additional analyses and groundwater and soil sampling as part of the supplemental feasibility study. This further analysis was focused on a partial excavation remedial option. The PRPs provided the draft final Remedial Investigation and Feasibility Study (RI/FS) to the EPA in January 2018, which formed the basis for EPA’s proposed remedy selection, as further discussed below. ThereIncluding Cotter, there are currently three PRPs participating in the West Lake Landfill remediation proceeding. Investigation by Generation has identified a number of other parties who also may be PRPs and could be liable to contribute to the final remedy. Further investigation is ongoing.
On
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Note 18 — Commitments and Contingencies

In September 27, 2018, the EPA issued its RODRecord of Decision (ROD) Amendment for the selection of the final remedy for the West Lake Landfill Superfund site.remedy. The ROD modifiesmodified the EPA’s previously proposed plan for partial excavation of the radiological materials by reducing the depths of the excavation. The ROD also allows for variation in depths of excavation depending on radiological concentrations. The EPA estimates thatand the ROD will result in a reduction of both radiological and non-radiological waste excavated, with corresponding reductions in the cost and schedule for the remedy. The next step is the negotiation ofPRPs have entered into a Consent Agreement byto perform the EPA with the PRPs to implement the ROD, a process thatRemedial Design, which is expected to be completed in the first quarter2020 - 2021 time frame. In March 2019 the PRPs received Special Notice Letters from the EPA to perform the Remedial Action work. On October 8, 2019, Generation provided a non-binding good faith offer to conduct, or finance, a portion of 2020.the remedy, subject to certain conditions. The total estimated cost of the remedy, taking into account the current EPA technical requirements and the total costs expected to be incurred collectively by the PRPs in fully executing the remedy, is approximately $280 million, including cost escalation on an undiscounted basis, which would be allocated among the final group of PRPs. Generation has determined that a loss associated with the EPA’s partial excavation and enhanced landfill cover remedy is probable and has recorded a liability included in the table above, that reflects management’s best estimate of Cotter’s allocable share of the ultimate cost for the entire remediation effort.cost. Given the joint and several nature of this liability, the magnitude of Generation’s ultimate liability will depend on the actual costs incurred to implement the required remediation remedy as well as on the nature and terms of any cost-sharing arrangements with the final group of PRPs. Therefore, it is reasonably possible that the ultimate cost and Generation’s associated allocable share could differ significantly once these uncertainties are resolved, which could have a material impact on Exelon's and Generation's future financial statements.
On January 16, 2018, the PRPs were advised by the EPA that it will begin an additional investigation and evaluation of groundwater conditions at the West Lake Landfill. In September 2018, the PRPs agreed to an Administrative Settlement Agreement and Order on Consent for the performance by the PRPs of the groundwater RI/FS and reimbursement of EPA’s oversight costs. The purposes of this new RI/FS are to define the nature and extent of any groundwater contamination from the West Lake Landfill site, determine the potential risk posed to human health and the environment, and evaluate remedial alternatives. Generation estimates the undiscounted cost for the groundwater RI/FS for West Lake to be approximately $20 million. Generation determined a loss associated with the RI/FS is probable and has recorded a liability included in the table above that reflects management’s best estimate of Cotter’s allocable share of the cost among the PRPs. At this time Generation cannot predict the likelihood

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

or the extent to which, if any, remediation activities will be required and cannot estimate a reasonably possible range of loss for response costs beyond those associated with the RI/FS component. It is reasonably possible, however, that resolution of this matter could have a material, unfavorable impact on Exelon’s and Generation’s future financial statements.
During December 2015, the EPA took two actions related to the West Lake Landfill designed to abate what it termed as imminent and dangerous conditions at the landfill. The first involved installation by the PRPs of a non-combustible surface cover to protect against surface fires in areas where radiological materials are believed to have been disposed which was completed in 2018. The second action involved EPA's public statement that it will require the PRPs to construct a barrier wall in an adjacent landfill to prevent a subsurface fire from spreading to those areas of the West Lake Landfill where radiological materials are believed to have been disposed. At this time, Generation believes that the requirement to build a barrier wall is remote in light of other technologies that have been employed by the adjacent landfill owner. Finally, oneOne of the other PRPs the landfill owner and operator of the adjacent landfill, has indicated that it will be making a contribution claim against Cotter for costs that it has incurred to prevent the subsurface fire from spreading to those areas of the West Lake Landfill where radiological materials are believed to have been disposed. At this time, Exelon and Generation do not possess sufficient information to assess this claim and therefore are unable to estimate a range of loss, if any. As such, no liability has been recorded for the potential contribution claim. It is reasonably possible, however, that resolution of this matter could have a material, unfavorable impact on Exelon’s and Generation's financial statements.
OnIn January 2018, the PRPs were advised by the EPA that it will begin an additional investigation and evaluation of groundwater conditions at the West Lake Landfill. In September 2018, the PRPs agreed to an Administrative Settlement Agreement and Order on Consent for the performance by the PRPs of the groundwater Remedial Investigation (RI)/Feasibility Study (FS). The purpose of this RI/FS is to define the nature and extent of any groundwater contamination from the West Lake Landfill site and evaluate remedial alternatives. Generation estimates the undiscounted cost for the groundwater RI/FS to be approximately $20 million. Generation determined a loss associated with the RI/FS is probable and has recorded a liability included in the table above that reflects management’s best estimate of Cotter’s allocable share of the cost among the PRPs. At this time Generation cannot predict the likelihood or the extent to which, if any, remediation activities may be required and therefore cannot estimate a reasonably possible range of loss for response costs beyond those associated with the RI/FS component. It is reasonably possible, however, that resolution of this matter could have a material, unfavorable impact on Exelon’s and Generation’s future financial statements.
In August 8, 2011, Cotter was notified by the DOJ that Cotter is considered a PRP with respect to the government’s clean-up costs for contamination attributable to low level radioactive residues at a former storage and reprocessing facility named Latty Avenue near St. Louis, Missouri. The Latty Avenue site is included in ComEd’s indemnification responsibilities discussed above as part of the sale of Cotter. The radioactive residues had been generated initially in connection with the processing of uranium ores as part of the U.S. Government’s Manhattan Project. Cotter purchased the residues in 1969 for initial processing at the Latty Avenue facility for the subsequent extraction of uranium and metals. In 1976, the NRC found that the Latty Avenue site had radiation levels exceeding NRC criteria for decontamination of land areas. Latty Avenue was investigated and remediated by the United States Army Corps of Engineers pursuant to funding under FUSRAP. The DOJ has not yet formally advised the PRPs of the amount that it is seeking, but it is believed to be approximately $90 million from all PRPs. ThePursuant to a series of annual agreements since 2011, the DOJ and the PRPs agreed to tollhave tolled the statute of limitations until August 2019February 2020 so that settlement discussions could proceed. Generation has determined that a loss associated with this matter is probable under its indemnification agreement with Cotter and has recorded an estimated liability, which is included in the table above.
Commencing in February 2012, a number of lawsuits have been filed in the U.S. District Court for the Eastern District of Missouri. Among the defendants were Exelon, Generation and ComEd, all of which were subsequently dismissed from the case, as well as Cotter, which remains a defendant. The suits allege that individuals living in the North St. Louis area developed some form of cancer or other serious illness due to Cotter's negligent or reckless conduct in processing, transporting, storing, handling and/or disposing of radioactive materials. Plaintiffs are asserting public liability claims under the Price-Anderson Act. Their state law claims for negligence, strict liability, emotional distress, and medical monitoring have been dismissed. In the event of a finding of liability against Cotter, it is probable that Generation would be financially responsible due to its indemnification responsibilities of Cotter described above. The court has dismissed a number of the lawsuits as untimely, which has been upheld on appeal. Cotter and the remaining plaintiffs have engaged in settlement discussions pursuant to court-ordered mediation. During the second quarter of 2018, Generation determined a loss was probable based on the advancement of settlement proceedings and recorded an immaterial liability.
Benning Road Site (Exelon, Generation, PHI and Pepco).In September 2010, PHI received a letter from EPA identifying the Benning Road site as one of six land-based sites potentially contributing to contamination of the lower Anacostia River. A portion of the site was formerly the location of a Pepco Energy Services electric generating facility. That generating facility, which was deactivated in June 2012 and plant structure demolition was completed in July 2015.2012. The remaining portion of the site consists of a Pepco transmission and distribution service center that remains in operation. In December 2011, the U.S. District Court for the District of Columbia approved a Consent Decree entered into by Pepco and Pepco Energy Services with the DOEE, which

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Note 18 — Commitments and Contingencies

requires Pepco and Pepco Energy Services to conduct a Remediation Investigation (RI)/ Feasibility Study (FS)RI/FS for the Benning Road site and an approximately 10 to 15-acre portion of the adjacent Anacostia River. The RI/FS will form the basis for the remedial actions for the Benning Road site and for the Anacostia River sediment associated with the site. The Consent Decree does not obligate Pepco or Pepco Energy Services to pay for or perform any remediation work, but it is anticipated that DOEE will look to Pepco and Pepco Energy Services to assume responsibility for cleanup of any conditions in the river

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

that are determined to be attributable to past activities at the Benning Road site. Pursuant to Exelon's March 23, 2016 acquisition of PHI, Pepco Energy Services was transferred to Generation.
Since 2013, Pepco and Pepco Energy Services (now Generation)Generation, pursuant to Exelon's 2016 acquisition of PHI) have been performing RI work and have submitted multiple draft RI reports to the DOEE. Once the RI work is completed,In September 2019, Pepco and Generation will issueissued a draft “final” RI report which DOEE approved and on October 4, 2019 released this document for review and comment by DOEEthe public. The 45 day comment period ended on November 18, 2019 and the public.a public meeting was held by Pepco on November 2, 2019. Pepco and Generation will then proceed to develop ana FS to evaluate possible remedial alternatives for submission to DOEE. The Court has established a schedule for completion of the RI and FS, and approval by the DOEE, by May 6, 2019.September 16, 2021.
Upon DOEE’s approval of the final RI and FS Reports, Pepco and Generation will have satisfied their obligations under the Consent Decree. At that point, DOEE will then prepare a Proposed Plan regarding further response actions. After considering public comment on the Proposed Plan, DOEE willand issue a Record of Decision identifying any further response actions determined to be necessary.necessary, after considering public comment on the Proposed Plan. PHI, Pepco and Generation have determined that a loss associated with this matter is probable and have accrued an estimated liability, which is included in the table above.
Anacostia River Tidal Reach (Exelon, PHI and Pepco).Contemporaneous with the Benning Road site RI/FS being performed by Pepco and Generation, DOEE and certain federal agenciesthe National Park Service have been conducting a separate RI/FS focused on the entire tidal reach of the Anacostia River extending from just north of the Maryland-D.C.Maryland-District of Columbia boundary line to the confluence of the Anacostia and Potomac Rivers. In March 2016, DOEE released a draft of the river-wide RI Report for public review and comment. The river-wide RI incorporated the results of the river sampling performed by Pepco and Pepco Energy Services as part of the Benning RI/FS, as well as similar sampling efforts conducted by owners of other sites adjacent to this segment of the river and supplemental river sampling conducted by DOEE’s contractor. DOEE asked Pepco, along with parties responsible for other sites along the river, to participate in a “Consultative"Consultative Working Group”Group" to provide input into the process for future remedial actions addressing the entire tidal reach of the river and to ensure proper coordination with the other river cleanup efforts currently underway, including cleanup of the river segment adjacent to the Benning Road site resulting from the Benning Road site RI/FS. In addition, the District of Columbia Council directed DOEE to form an official advisory committee made up of members of federal, state and local environmental regulators, community and environmental groups and various academic and technical experts to provide guidance and support to DOEE as the project progressed. This group, called the Anacostia Leadership Council, has met regularly since it was formed. Pepco responded that it will participatehas participated in the Consultative Working Group, but its participation is not an acceptance of any financial responsibility beyond the work that will be performed at the Benning Road site described above.Group. In April 2018, DOEE released a draft remedial investigationRI report for public review and comment. Pepco submitted written comments to the draft RI and participated in a public hearing. Pepco continues outreach efforts as appropriate to the agencies, governmental officials, community organizations and other key stakeholders. In May 2018 the District of Columbia Council extended the deadline for completion of the Record of Decision from June 30, 2018 until December 31, 2019. An appropriate liability for Pepco’s share of investigation costs has been accrued and is included in the table above. Although
Pepco has determined that it is probable that costs for remediation will be incurred Pepco cannotand recorded a liability in the third quarter 2019 for management’s best estimate of its share of those costs based on DOEE’s stated position following a series of meetings attended by representatives from the reasonably possible range of loss at this timeAnacostia Leadership Council and no liability has been accrued for those future costs. A draftthe Consultative Working Group. On December 27, 2019, DOEE released a Focused Feasibility Study of potential remedies(FFS) and their estimated costs is being prepareda Proposed Plan (PP) for review and comment by the agencies andpublic which will be the basis for the Interim ROD, which is expected to be releasedcompleted in 2019, at which time Pepco will likely be in a betterSeptember 2020. The FFS and PP are consistent with the DOEE’s stated position to follow an adaptive management approach which will allow several identified “hot spots” in the river to be addressed first while continuing to conduct studies and to monitor the river to evaluate improvements and determine potential future remediation plans. The adaptive management process chosen by DOEE is less intrusive, provides more long term environmental certainty, is less costly, and allows for site specific remediation plans already underway, including the plan for the Benning Road site to proceed to conclusion. The comment period ends on March 2, 2020 and a public meeting will be held on January 23, 2021. Pepco concluded that incremental exposure remains reasonably possible, however management cannot reasonably estimate thea range of loss.loss beyond the amounts recorded, which are included in the table above.
In addition to the activities associated with the remedial process outlined above, there is a complementary statutory program that requires an assessment to determine if any natural resources have been damaged as a result of the contamination that is being remediated, and, if so, that a plan be developed by the federal, state and local Natural Resource Damage Trustees, who are defined by CERCLA as the responsible parties for the restoration or compensation for any loss of those resources to restore them to their condition before injury from the environmental contaminants.contaminants at the site. If natural resources are notcannot be restored, then compensation for the injury can be sought from the party responsible for the release of the contaminants.parties. The assessment of Natural Resource Damages (NRD) typically takes place following cleanup because cleanups sometimes also effectively restore habitat. During the second quarter of 2018, Pepco became aware that the Trustees are in the beginning stages of this process that often takes many years beyond the remedial decision to complete. Pepco has concluded that a loss associated with the eventual NRD assessment is reasonably possible. Due to the very early stage of the assessment process, itPepco cannot reasonably estimate the range of loss.

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

Note 18 — Commitments and Contingencies

Litigation and Regulatory Matters
Asbestos Personal Injury Claims (Exelon Generation, ComEd and PECO)Generation). Generation maintains estimated liabilitiesa reserve for claims associated with asbestos-related personal injury actions in certain facilities that are currently owned by Generation or were previously owned by ComEd and PECO. The estimated liabilities are recorded on an undiscounted basis and exclude the estimated legal costs associated with handling these matters, which could be material.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

At December 31, 2019 and 2018, Exelon and 2017, Generation had recorded estimated liabilities of approximately $79$83 million and $78$79 million, respectively, in total for asbestos-related bodily injury claims. As of December 31, 2018,2019, approximately $24$26 million of this amount related to 238263 open claims presented to Generation, while the remaining $55$57 million is for estimated future asbestos-related bodily injury claims anticipated to arise through 2050,2055, based on actuarial assumptions and analyses, which are updated on an annual basis. On a quarterly basis, Generation monitors actual experience against the number of forecasted claims to be received and expected claim payments and evaluates whether adjustments to the estimated liabilities are necessary.
ThereIt is a reasonable possibilityreasonably possible that Exelon may have additional exposure to estimated future asbestos-related bodily injury claims in excess of the amount accrued and the increases could have a material, unfavorable impact on Exelon'sExelon’s and Generation’s financial statements.
Fund Transfer Restrictions (All Registrants). Under applicable law, Exelon may borrow or receive an extension of credit from its subsidiaries. Under the terms of Exelon’s intercompany money pool agreement, Exelon can lend to, but not borrow from the money pool.
Under applicable law, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE can pay dividends only from retained, undistributed or current earnings. A significant loss recorded at Generation, ComEd, PECO, BGE, PHI, Pepco, DPL or ACE may limit the dividends that these companies can distribute to Exelon.
ComEd has agreed in connection with financings arranged through ComEd Financing III that it will not declare dividends on any shares of its capital stock in the event that: (1) it exercises its right to extend the interest payment periods on the subordinated debt securities issued to ComEd Financing III; (2) it defaults on its guarantee of the payment of distributions on the preferred trust securities of ComEd Financing III; or (3) an event of default occurs under the Indenture under which the subordinated debt securities are issued. No such event has occurred.
PECO has agreed in connection with financings arranged through PEC L.P. and PECO Trust IV that PECO will not declare dividends on any shares of its capital stock in the event that: (1) it exercises its right to extend the interest payment periods on the subordinated debentures, which were issued to PEC L.P. or PECO Trust IV; (2) it defaults on its guarantee of the payment of distributions on the Series D Preferred Securities of PEC L.P. or the preferred trust securities of PECO Trust IV; or (3) an event of default occurs under the Indenture under which the subordinated debentures are issued. No such event has occurred.
BGE is subject to restrictions established by the MDPSC that prohibit BGE from paying a dividend on its common shares if (a) after the dividend payment, BGE’s equity ratio would be below 48% as calculated pursuant to the MDPSC’s ratemaking precedents or (b) BGE’s senior unsecured credit rating is rated by two of the three major credit rating agencies below investment grade. No such event has occurred.
Pepco is subject to certain dividend restrictions established by settlements approved in Maryland and the District of Columbia. Pepco is prohibited from paying a dividend on its common shares if (a) after the dividend payment, Pepco's equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the MDPSC and DCPSC or (b) Pepco’s senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. No such event has occurred.
DPL is subject to certain dividend restrictions established by settlements approved in Delaware and Maryland. DPL is prohibited from paying a dividend on its common shares if (a) after the dividend payment, DPL's equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the DPSC and MDPSC or (b) DPL’s senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. No such event has occurred.
ACE is subject to certain dividend restrictions established by settlements approved in New Jersey. ACE is prohibited from paying a dividend on its common shares if (a) after the dividend payment, ACE's equity ratio would be 48% as equity levels are calculated under the ratemaking precedents of the NJBPU or (b) ACE's senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. ACE is also subject to a

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

Note 18 — Commitments and Contingencies

dividend restriction which requires ACE to obtain the prior approval of the NJBPU before dividends can be paid it its equity as a percent of its total capitalization, excluding securitization debt, falls below 30%. No such events have occurred.
Conduit Lease with City of Baltimore (Exelon and BGE). On September 23, 2015, the Baltimore City Board of Estimates approved an increase in annual rental fees for access to the Baltimore City underground conduit system

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

effective November 1, 2015, from $12 million to $42 million, subject to an annual increase thereafter based on the Consumer Price Index. BGE subsequently entered into litigation with the City regarding the amount of and basis for establishing the conduit fee. On November 30, 2016, the Baltimore City Board of Estimates approved a settlement agreement entered into between BGE and the City to resolve the disputes and pending litigation related to BGE's use of and payment for the underground conduit system. As a result of the settlement, the parties entered into a six-year lease that reduces the annual expense to $25 million in the first three years and caps the annual expense in the last three years to not more than $29 million. BGE recorded a decrease to Operating and maintenance expense in the fourth quarter of 2016 of approximately $28 million for the reversal of the previously higher fees accrued as well as the settlement of prior year disputed fee true-up amounts.
City of Everett Tax Increment Financing Agreement (Exelon and Generation).On April 10, 2017, the City of Everett petitioned the Massachusetts Economic Assistance Coordinating Council (EACC) to revoke the 1999 tax increment financing agreement (TIF Agreement) relating to Mystic Units 8 &and 9 on the grounds that the total investment in Mystic Units 8 &and 9 materially deviates from the investment set forth in the TIF Agreement. On October 31, 2017, a three-member panel of the EACC conducted an administrative hearing on the City’s petition. On November 30, 2017, the hearing panel issued a tentative decision denying the City’s petition, finding that there was no material misrepresentation that would justify revocation of the TIF Agreement. On December 13, 2017, the tentative decision was adopted by the full EACC. On January 12, 2018, the City filed a complaint in Massachusetts Superior Court requesting, among other things, that the court set aside the EACC’s decision, grant the City’s request to decertify the Project and the TIF Agreement, and award the City damages for alleged underpaid taxes over the period of the TIF Agreement. Generation vigorously contested the City’s claims before the EACC and will continue to do so inOn January 8, 2020, the Massachusetts Superior Court proceeding.affirmed the decision of the EACC denying the City's petition. The deadline for appeal is March 9, 2020. Generation continues to believe that the City’s claim lacks merit. Accordingly, Generation has not recorded a liability for payment resulting from such a revocation, nor can Generation estimate a reasonably possible range of loss, if any, associated with any such revocation. Further, it is reasonably possible that property taxes assessed in future periods, including those following the expiration of the current TIF Agreement in 2019,2020, could be material to Generation’s financial statements.
Subpoenas (Exelon and ComEd). Exelon and ComEd received a grand jury subpoena in the second quarter of 2019 from the U.S. Attorney’s Office for the Northern District of Illinois requiring production of information concerning their lobbying activities in the State of Illinois. On October 4, 2019, Exelon and ComEd received a second grand jury subpoena from the U.S. Attorney's Office for the Northern District of Illinois requiring production of records of any communications with certain individuals and entities. On October 22, 2019, the SEC notified Exelon and ComEd that it has also opened an investigation into their lobbying activities. Exelon and ComEd have cooperated fully and intend to continue to cooperate fully and expeditiously with the U.S. Attorney’s Office and the SEC. Exelon and ComEd cannot predict the outcome of the U.S. Attorney's Office or the SEC investigations. No loss contingency has been reflected in Exelon's and ComEd's consolidated financial statements as this contingency is neither probable nor reasonably estimable at this time. Management is currently unable to estimate a range of reasonably possible loss as these matters are subject to change.
Subsequent to Exelon announcing the receipt of the subpoenas, a putative class action lawsuit has been filed against Exelon and certain officers of Exelon and ComEd alleging misrepresentations or omissions by Exelon purporting to relate to matters that are the subject of the subpoenas and the SEC investigation. Exelon believes that these claims lack merit and intends to defend against them, and though the costs or any loss associated with the lawsuit cannot be reasonably estimated at this time, Exelon does not believe that the lawsuit will have a material adverse impact on Exelon’s or ComEd’s consolidated financial statements.
General (All Registrants). The Registrants are involved in various other litigation matters that are being defended and handled in the ordinary course of business. The assessment of whether a loss is probable or a reasonable possibility,reasonably possible, and whether the loss or a range of loss is estimable, often involves a series of complex judgments about future events. The Registrants maintain accruals for such losses that are probable of being incurred and subject to reasonable estimation. Management is sometimes unable to estimate an amount or range of reasonably possible loss, particularly where (1) the damages sought are indeterminate, (2) the proceedings are in the early stages, or (3) the matters involve novel or unsettled legal theories. In such cases, there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including a possible eventual loss.

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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 19 — Shareholders' Equity

19. Shareholders' Equity (Exelon and Utility Registrants)
ComEd Common Stock Warrants
The following table presents warrants outstanding to purchase ComEd common stock and shares of common stock reserved for the conversion of warrants. The warrants entitle the holders to convert such warrants into common stock of ComEd at a conversion rate of one share of common stock for three warrants.
 December 31,
 2019 2018
Warrants outstanding60,228
 60,285
Common Stock reserved for conversion20,076
 20,095
Equity Securities Offering
In June 2014, Exelon issued $1.15 billion of junior subordinated notes in the form of 23 million equity units. In June 2017, Exelon settled the forward equity purchase contract on these equity units through issuance of 33 million shares of common stock from treasury stock, which triggered full dilution in the EPS calculation. Previously, the equity units were included in the calculation of diluted EPS using the treasury stock method.
Share Repurchases
There currently is 0 Exelon Board of Director authority to repurchase shares. Any previous shares repurchased are held as treasury shares, at cost, unless cancelled or reissued at the discretion of Exelon’s management.
Preferred and Preference Securities
The following table presents the Registrants' shares of preferred securities authorized, none of which are outstanding as of December 31, 2019 and 2018:
Preferred Securities Authorized
Exelon100,000,000
ComEd850,000
PECO15,000,000
BGE1,000,000
Pepco6,000,000
ACE(a)
2,799,979
__________
(a)Includes 799,979 shares of cumulative preferred stock and 2,000,000 of no-par preferred stock as of December 31, 2019 and 2018, respectively.
The following table presents ComEd's, BGE's and ACE's preference securities authorized, none of which are outstanding as of December 31, 2019 and 2018:
Preference Securities Authorized
ComEd - Cumulative preference securities6,810,451
BGE(a)
6,500,000
ACE3,000,000

__________
(a)Includes 4,600,000 shares of unclassified preference securities and 1,900,000 shares of previously redeemed preference securities as of December 31, 2019 and 2018, respectively.

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Note 19 — Shareholders' Equity


20. Stock-Based Compensation Plans (All Registrants)
Stock-Based Compensation Plans
Exelon grants stock-based awards through its LTIP, which primarily includes performance share awards, restricted stock units and stock options. At December 31, 2019, there were approximately 12 million shares authorized for issuance under the LTIP. For the years ended December 31, 2019, 2018 and 2017, exercised and distributed stock-based awards were primarily issued from authorized but unissued common stock shares.
The Registrants grant cash awards. The following table does not include expense related to these plans as they are not considered stock-based compensation plans under the applicable authoritative guidance.
The following table presents the stock-based compensation expense included in Exelon's and Generation's Consolidated Statements of Operations and Comprehensive Income. The Utility Registrants' stock-based compensation expense for the years ended December 31, 2019, 2018 and 2017 was not material.
ExelonYear Ended December 31,
Components of Stock-Based Compensation Expense2019 2018 2017
Total stock-based compensation expense included in operating and maintenance expense$77
 $208
 $191
Income tax benefit(20) (54) (74)
Total after-tax stock-based compensation expense$57
 $154
 $117
Generation     
Components of Stock-Based Compensation Expense     
Total stock-based compensation expense included in operating and maintenance expense$37
 $77
 $88
Income tax benefit(10) (20) (34)
Total after-tax stock-based compensation expense$27
 $57
 $54

Exelon receives a tax deduction based on the intrinsic value of the award on the exercise date for stock options and the distribution date for performance share awards and restricted stock units. For each award, throughout the requisite service period, Exelon recognizes the tax benefit related to compensation costs. The following table presents information regarding Exelon’s realized tax benefit when distributed:
 Year Ended December 31,
 2019 2018 2017
Performance share awards$41
 $16
 $29
Restricted stock units24
 28
 35

Performance Share Awards
Performance share awards are granted under the LTIP. The performance share awards are settled 50% in common stock and 50% in cash at the end of the three-year performance period, except for awards granted to vice presidents and higher officers that are settled 100% in cash if certain ownership requirements are satisfied.
The common stock portion of the performance share awards is considered an equity award and is valued based on Exelon's stock price on the grant date. The cash portion of the performance share awards is considered a liability award which is remeasured each reporting period based on Exelon’s current stock price. As the value of the common stock and cash portions of the awards are based on Exelon’s stock price during the performance period, coupled with changes in the total shareholder return modifier and expected payout of the award, the compensation costs are subject to volatility until payout is established.

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

Note 20 — Stock-Based Compensation Plans

For nonretirement-eligible employees, stock-based compensation costs are recognized over the vesting period of three years using the straight-line method. For performance share awards granted to retirement-eligible employees, the value of the performance shares is recognized ratably over the vesting period, which is the year of grant.
Exelon processes forfeitures as they occur for employees who do not complete the requisite service period.
The following table summarizes Exelon’s nonvested performance share awards activity:
 Shares 
Weighted Average
Grant Date Fair
Value (per share)
Nonvested at December 31, 2018(a)
3,403,228
 $33.13
Granted1,089,903
 47.37
Change in performance(799,618) 40.85
Vested(1,610,146) 28.90
Forfeited(25,249) 45.03
Undistributed vested awards(b)
(348,363) 48.82
Nonvested at December 31, 2019(a)
1,709,755
 $39.21
__________
(a)Excludes 2,017,870 and 3,586,259 of performance share awards issued to retirement-eligible employees as of December 31, 2019 and 2018, respectively, as they are fully vested.
(b)Represents performance share awards that vested but were not distributed to retirement-eligible employees during 2019.
The following table summarizes the weighted average grant date fair value and the total fair value of performance share awards granted and settled.
 Year Ended December 31,
 
2019 (a)
 2018 2017
Weighted average grant date fair value (per share)$47.37
 $38.15
 $35.00
Total fair value of performance shares settled158
 61
 72
Total fair value of performance shares settled in cash131
 49
 56
__________
(a)As of December 31, 2019, $17 million of total unrecognized compensation costs related to nonvested performance shares are expected to be recognized over the remaining weighted-average period of 1.6 years.
Restricted Stock Units
Restricted stock units are granted under the LTIP with the majority being settled in a specific number of shares of common stock after the service condition has been met. The corresponding cost of services is measured based on the grant date fair value of the restricted stock unit issued.
The value of the restricted stock units is expensed over the requisite service period using the straight-line method. The requisite service period for restricted stock units is generally three to five years. However, certain restricted stock unit awards become fully vested upon the employee reaching retirement-eligibility. The value of the restricted stock units granted to retirement-eligible employees is either recognized immediately upon the date of grant or through the date at which the employee reaches retirement eligibility. Exelon processes forfeitures as they occur for employees who do not complete the requisite service period.

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

Note 20 — Stock-Based Compensation Plans

The following table summarizes Exelon’s nonvested restricted stock unit activity:
 Shares 
Weighted Average
Grant Date Fair
Value (per share)
Nonvested at December 31, 2018(a)
2,293,341
 $35.06
Granted902,857
 45.65
Vested(1,232,704) 32.83
Forfeited(33,603) 39.01
Undistributed vested awards (b)
(431,178) 44.75
Nonvested at December 31, 2019(a)
1,498,713
 $40.35
__________
(a)Excludes 863,196 and 1,131,487 of restricted stock units issued to retirement-eligible employees as of December 31, 2019 and 2018, respectively, as they are fully vested.
(b)Represents restricted stock units that vested but were not distributed to retirement-eligible employees during 2019.
The following table summarizes the weighted average grant date fair value and the total fair value of restricted stock units granted and vested.
 Year Ended December 31,
 
2019 (a)
 2018 2017
Weighted average grant date fair value (per share)$45.65
 $38.60
 $34.98
Total fair value of restricted stock units vested92
 106
 88
__________
(a)As of December 31, 2019, $28 million of total unrecognized compensation costs related to nonvested restricted stock units are expected to be recognized over the remaining weighted-average period of 2.8 years.
Stock Options
Non-qualified stock options to purchase shares of Exelon’s common stock were granted through 2012 under the LTIP. The exercise price of the stock options is equal to the fair market value of the underlying stock on the date of option grant. Stock options will expire no later than ten years from the date of grant.
At December 31, 2019 all stock options were vested and there were no unrecognized compensation costs.
The following table presents information with respect to stock option activity:
 Shares 
Weighted
Average
Exercise
Price
(per share)
 
Weighted
Average
Remaining
Contractual
Life
(years)
 
Aggregate
Intrinsic
Value
Balance of shares outstanding at December 31, 20184,027,652
 $43.95
 2.90 $14
Options exercised(1,388,165) 42.25
    
Options expired(750,442) 55.96
    
Balance of shares outstanding at December 31, 20191,889,045
 $40.43
 1.56 $10
Exercisable at December 31, 2019(a)
1,889,045
 $40.43
 1.56 $10
__________
(a)Includes stock options issued to retirement eligible employees.

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Note 20 — Stock-Based Compensation Plans

The following table summarizes additional information regarding stock options exercised:
 Year Ended December 31,
 2019 2018 2017
Intrinsic value(a)
$9
 $12
 $15
Cash received for exercise price59
 56
 107
__________
(a)The difference between the market value on the date of exercise and the option exercise price.
21. Changes in Accumulated Other Comprehensive Income (Exelon)
The following tables present changes in Exelon's AOCI, net of tax, by component:
 Gains and
(Losses) on
Cash Flow
Hedges

Unrealized
Gains and (Losses) on
Marketable
Securities

Pension and
Non-Pension
Postretirement
Benefit Plan
Items
(a)

Foreign
Currency
Items

AOCI of Investments
Unconsolidated
Affiliates
(b)

Total
Balance at December 31, 2016$(17)
$4

$(2,610)
$(30)
$(7)
$(2,660)
OCI before reclassifications(1) 6
 11
 7
 6
 29
Amounts reclassified from AOCI4
 
 140
 
 
 144
Net current-period OCI3
 6
 151
 7
 6
 173
Impact of adoption of Reclassification of Certain Tax Effects from AOCI(c)

 
 (539) 
 
 (539)
Balance at December 31, 2017$(14)
$10

$(2,998)
$(23)
$(1)
$(3,026)
OCI before reclassifications11
 
 (143) (10) 1
 (141)
Amounts reclassified from AOCI1



181


 

182
Net current-period OCI12



38

(10)
1
 41
Impact of adoption of Recognition and Measurement of Financial Assets and Financial Liabilities standard(d)

 (10) 
 
 
 (10)
Balance at December 31, 2018$(2)
$

$(2,960)
$(33)
$

$(2,995)
OCI before reclassifications
 
 (289) 6
 (2) (285)
Amounts reclassified from AOCI
 
 84
 
 2
 86
Net current-period OCI
 
 (205) 6
 
 (199)
Balance at December 31, 2019$(2)
$

$(3,165)
$(27)
$

$(3,194)
__________ 
(a)This AOCI component is included in the computation of net periodic pension and OPEB cost. See Note 14 — Retirement Benefits for additional information. See Exelon's Statements of Operations and Comprehensive Income for individual components of AOCI.
(b)All amounts are net of noncontrolling interests.
(c)Exelon early adopted the new standard Reclassification of Certain Tax Effects from AOCI. The standard was adopted retrospectively as of December 31, 2017, which resulted in an increase to Exelon’s Retained earnings and Accumulated other comprehensive loss of $539 million, primarily related to deferred income taxes associated with Exelon’s pension and OPEB obligations.
(d)Exelon prospectively adopted the new standard Recognition and Measurement of Financial Assets and Financial Liabilities. The standard was adopted as of January 1, 2018, which resulted in an increase to Retained earnings and Accumulated other comprehensive loss of $10 million for Exelon. The amounts reclassified related to Rabbi Trusts.

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Note 21 — Changes in Accumulated Other Comprehensive Income

The following table presents income tax benefit (expense) allocated to each component of Exelon's other comprehensive income (loss):
 For the Year Ended December 31,
 2019 2018 2017
Pension and non-pension postretirement benefit plans:     
Prior service benefit reclassified to periodic benefit cost$23
 $24
 $36
Actuarial loss reclassified to periodic benefit cost(52) (86) (128)
Pension and non-pension postretirement benefit plans valuation adjustment100
 50
 13

22. Variable Interest Entities (Exelon, Generation, PHI and ACE)
At December 31, 2019 and 2018, Exelon, Generation, PHI and ACE collectively consolidated several VIEs or VIE groups for which the applicable Registrant was the primary beneficiary (see Consolidated VIEs below) and had significant interests in several other VIEs for which the applicable Registrant does not have the power to direct the entities’ activities and, accordingly, was not the primary beneficiary (see Unconsolidated VIEs below). Consolidated and unconsolidated VIEs are aggregated to the extent that the entities have similar risk profiles.
Consolidated VIEs
The table below shows the carrying amounts and classification of the consolidated VIEs’ assets and liabilities included in the consolidated financial statements of Exelon, Generation, PHI and ACE as of December 31, 2019 and 2018. The assets, except as noted in the footnotes to the table below, can only be used to settle obligations of the VIEs. The liabilities, except as noted in the footnotes to the table below, are such that creditors, or beneficiaries, do not have recourse to the general credit of Exelon, Generation, PHI and ACE.
 December 31, 2019 December 31, 2018
 
Exelon(a)
 Generation 
PHI(a)
 ACE Exelon Generation PHI ACE
Cash and cash equivalents$163
 $163
 $
 $
 $414
 $414
 $
 $
Restricted cash and cash equivalents88
 85
 3
 3
 66
 62
 4
 4
Accounts receivable, net               
Customer151
 151
 
 
 146
 146
 
 
Other39
 39
 
 
 23
 23
 
 
Unamortized energy contract asset (b)
23
 23
 
 
 25
 25
 
 
Inventories, net               
Materials and supplies227
 227
 
 
 212
 212
 
 
Other current assets32
 31
 1
 
 52
 49
 3
 
Total current assets723

719

4

3
 938
 931
 7
 4
Property, plant and equipment, net (c)
6,022
 6,022
 
 
 6,188
 6,188
 
 
Nuclear decommissioning trust funds2,741
 2,741
 
 
 2,351
 2,351
 
 
Unamortized energy contract asset (b)
250
 250
 
 
 274
 274
 
 
Other noncurrent assets89
 73
 16
 14
 258
 232
 26
 19
Total noncurrent assets9,102

9,086

16

14
 9,071
 9,045
 26
 19
Total assets$9,825

$9,805

$20

$17
 $10,009
 $9,976
 $33
 $23
                
Long-term debt due within one year$544
 $523
 $21
 $20
 $87
 $66
 $21
 $18
Accounts payable106
 106
 
 
 96
 96
 
 
Accrued expenses70
 70
 
 
 73
 72
 1
 1
Unamortized energy contract liabilities8
 8
 
 
 15
 15
 
 
Other current liabilities3
 3
 
 
 3
 3
 
 
Total current liabilities731

710

21

20
 274
 252
 22
 19
Long-term debt527
 504
 23
 21
 1,072
 1,025
 47
 40
Asset retirement obligations (d)
2,128
 2,128
 
 
 2,165
 2,165
 
 
Unamortized energy contract liabilities1
 1
 
 
 1
 1
 
 
Other noncurrent liabilities89
 89
 
 
 42
 42
 
 
Total noncurrent liabilities2,745

2,722

23

21
 3,280
 3,233
 47
 40
Total liabilities$3,476

$3,432

$44

$41
 $3,554
 $3,485
 $69
 $59
__________
(a)Includes certain purchase accounting adjustments not pushed down to the ACE standalone entity.
(b)These are unrestricted assets to Exelon and Generation.
(c)Exelon's and Generation's balances include unrestricted assets of $20 million and $43 million as of December 31, 2019 and 2018, respectively.
(d)Exelon's and Generation's balances include liabilities with recourse of $3 million and $5 million as of December 31, 2019 and 2018, respectively.

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

Note 22 — Variable Interest Entities

As of December 31, 2019 and 2018, Exelon's and Generation's consolidated VIEs consist of:
Consolidated VIE or VIE groups:Reason entity is a VIE:Reason Generation is primary beneficiary:
CENG - A joint venture between Generation and EDF. Generation has a 50.01% equity ownership in CENG. See additional discussion below.Disproportionate relationship between equity interest and operational control as a result of the Nuclear Operating Services Agreement (NOSA) described further below.Generation conducts the operational activities.
EGRP - A collection of wind and solar project entities. Generation has a 51% equity ownership in EGRP. See additional discussion below.Similar structure to a limited partnership and the limited partners do not have kick out rights with respect to the general partner.Generation conducts the operational activities.
Blue Stem Wind - A Tax Equity structure which is consolidated by EGRP. Generation is a minority interest holder.Similar structure to a limited partnership and the limited partners do not have kick out rights with respect to the general partner.Generation conducts the operational activities.
Antelope Valley - A solar generating facility, which is 100% owned by Generation. Antelope Valley sells all of its output to PG&E through a PPA.The PPA contract absorbs variability through a performance guarantee.Generation conducts all activities.
Equity investment in distributed energy company - Generation has a 31% equity ownership. This distributed energy company has an interest in an unconsolidated VIE. (See Unconsolidated VIEs disclosure below).

Generation fully impaired this investment in the third quarter of 2019. See note 11- Asset Impairments for additional information.
Similar structure to a limited partnership and the limited partners do not have kick out rights with respect to the general partner.Generation conducts the operational activities.
CENG - On April 1, 2014, Generation, CENG, and subsidiaries of CENG executed the NOSA pursuant to which Generation conducts all activities associated with the operations of the CENG fleet and provides corporate and administrative services to CENG and the CENG fleet for the remaining life of the CENG nuclear plants as if they were a part of the Generation nuclear fleet, subject to the CENG member rights of EDF. See Note 2 — Mergers, Acquisitions and Dispositions for additional information.
Exelon and Generation, where indicated, provide the following support to CENG:
Generation provided a $400 million loan to CENG. The remaining balance was fully paid by CENG in January 2019.
Generation executed an Indemnity Agreement pursuant to which Generation agreed to indemnify EDF against third-party claims that may arise from any future nuclear incident (as defined in the Price-Anderson Act) in connection with the CENG nuclear plants or their operations. Exelon guarantees Generation’s obligations under this Indemnity Agreement. (See Note 18 — Commitments and Contingencies for more details),
Generation and EDF share in the $688 million of contingent payment obligations for the payment of contingent retrospective premium adjustments for the nuclear liability insurance, and
Exelon has executed an agreement to provide up to $245 million to support the operations of CENG as well as a $165 million guarantee of CENG’s cash pooling agreement with its subsidiaries.
EGRP - EGRP is a collection of wind and solar project entities and some of these project entities are VIEs that are consolidated by EGRP. Generation owns a number of limited liability companies that build, own, and operate solar and wind power facilities some of which are owned by EGRP. While Generation or EGRP owns 100% of the solar entities and 100% of the majority of the wind entities, it has been determined that certain of the solar and wind entities are VIEs because the entities require additional subordinated financial support in the form of a parental guarantee of debt, loans from the customers in order to obtain the necessary funds for construction of the solar

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

Note 22 — Variable Interest Entities

facilities, or the customers absorb price variability from the entities through the fixed price power and/or REC purchase agreements. Generation is the primary beneficiary of these solar and wind entities that qualify as VIEs because Generation controls the design, construction, and operation of the facilities. Generation provides operating and capital funding to the solar and wind entities for ongoing construction, operations and maintenance and there is limited recourse related to Generation related to certain solar and wind entities.
In 2017, Generation’s interests in EGRP were contributed to and are pledged for the ExGen Renewables IV non-recourse debt project financing structure. Refer to Note 16 — Debt and Credit Agreements for additional information on ExGen Renewables IV.
As of December 31, 2019 and 2018, Exelon's, PHI's and ACE's consolidated VIE consists of:
Consolidated VIEs:Reason entity is a VIE:Reason ACE is the primary beneficiary:
ACE Transition Funding - A special purpose entity formed by ACE for the purpose of securitizing authorized portions of ACE’s recoverable stranded costs through the issuance and sale of transition bonds. Proceeds from the sale of each series of transition bonds by ATF were transferred to ACE in exchange for the transfer by ACE to ATF of the right to collect a non-bypassable Transition Bond Charge from ACE customers pursuant to bondable stranded costs rate orders issued by the NJBPU in an amount sufficient to fund the principal and interest payments on transition bonds and related taxes, expenses and fees.ACE’s equity investment is a variable interest as, by design, it absorbs any initial variability of ACETF. The bondholders also have a variable interest for the investment made to purchase the transition bonds.ACE controls the servicing activities.
Unconsolidated VIEs
Exelon’s and Generation’s variable interests in unconsolidated VIEs generally include equity investments and energy purchase and sale contracts. For the equity investments, the carrying amount of the investments is reflected in Exelon’s and Generation’s Consolidated Balance Sheets in Investments. For the energy purchase and sale contracts (commercial agreements), the carrying amount of assets and liabilities in Exelon’s and Generation’s Consolidated Balance Sheets that relate to their involvement with the VIEs are predominately related to working capital accounts and generally represent the amounts owed by, or owed to, Exelon and Generation for the deliveries associated with the current billing cycles under the commercial agreements.
As of December 31, 2019 and 2018, Exelon and Generation had significant unconsolidated variable interests in several VIEs for which Exelon or Generation, as applicable, was not the primary beneficiary. These interests include certain equity method investments and certain commercial agreements.
The following table presents summary information about Exelon and Generation’s significant unconsolidated VIE entities:
 December 31, 2019 December 31, 2018
 
Commercial
Agreement
VIEs
 
Equity
Investment
VIEs
 Total 
Commercial
Agreement
VIEs
 
Equity
Investment
VIEs
 Total
Total assets(a)
$636
 $443
 $1,079
 $597
 $472
 $1,069
Total liabilities(a)
33
 227
 260
 37
 222
 259
Exelon's ownership interest in VIE(a)

 191
 191
 
 223
 223
Other ownership interests in VIE(a)
604
 25
 629
 560
 27
 587
Registrants’ maximum exposure to loss:    

     

Carrying amount of equity method investments
 
 
 
 223
 223
__________
(a)These items represent amounts on the unconsolidated VIE balance sheets, not in Exelon’s or Generation’s Consolidated Balance Sheets. These items are included to provide information regarding the relative size of the unconsolidated VIEs.

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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 22 — Variable Interest Entities

For each of the unconsolidated VIEs, Exelon and Generation have assessed the risk of a loss equal to their maximum exposure to be remote and, accordingly, Exelon and Generation have not recognized a liability associated with any portion of the maximum exposure to loss.
As of December 31, 2019 and 2018, Exelon's and Generation's unconsolidated VIEs consist of:
Unconsolidated VIE groups:Reason entity is a VIE:Reason Generation is not the primary beneficiary:
Equity investments in distributed energy companies -

1) Generation has a 90% equity ownership in a distributed energy company.
2) Generation, via a consolidated VIE, has a 90% equity ownership in a distributed energy company (See Consolidated VIEs disclosure above).

Generation fully impaired this investment in the third quarter of 2019. See note 11- Asset Impairments for additional information.

Similar structures to a limited partnership and the limited partners do not have kick out rights with respect to the general partner.Generation does not conduct the operational activities.
Energy Purchase and Sale agreements - Generation has several energy purchase and sale agreements with generating facilities.PPA contracts that absorb variability through fixed pricing.Generation does not conduct the operational activities.


23. Supplemental Financial Information (All Registrants)
Supplemental Statement of Operations Information
The following tables provide additional information about material items recorded in the Registrants’Registrants' Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2018, 2017 and 2016.Income.
 For the year ended December 31, 2018
           Successor      
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Taxes other than income                 
Utility(a)
$919
 $114
 $243
 $131
 $94
 $337
 $316
 $21
 $
Property557
 273
 30
 15
 143
 94
 58
 32
 3
Payroll247
 130
 27
 16
 17
 24
 5
 3
 2
Other60
 39
 11
 1
 
 
 
 
 
Total taxes other than income$1,783
 $556
 $311
 $163
 $254

$455
 $379

$56

$5

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

 For the year ended December 31, 2017
           Successor      
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Taxes other than income                 
Utility(a)
$898
 $126
 $240
 $125
 $89
 $318
 $300
 $18
 $
Property545
 269
 28
 14
 132
 101
 62
 32
 3
Payroll230
 121
 26
 15
 15
 26
 6
 4
 2
Other58
 39
 2
 
 4
 7
 3
 3
 1
Total taxes other than income$1,731
 $555
 $296
 $154
 $240

$452
 $371

$57

$6
                Successor PredecessorTaxes other than income taxes
For the year ended December 31, 2016 March 24, 2016 to December 31, 2016 January 1, 2016 to March 23, 2016Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Exelon Generation ComEd PECO BGE Pepco DPL ACE PHI PHI
Taxes other than income                   
For the year ended December 31, 2019                 
Utility(a)
$753
 $122
 $242
 $136
 $85
 $312
 $18
 $
 $253
 $78
$881
 $112
 $242
 $132
 $90
 $304
 $286
 $18
 $
Property483
 246
 27
 13
 123
 53
 31
 3
 73
 18
595
 274
 29
 17
 153
 122
 85
 34
 2
Payroll226
 117
 28
 15
 17
 8
 5
 3
 23
 8
232
 115
 27
 15
 17
 24
 7
 4
 2
Other114
 21
 (4) 
 4
 4
 1
 1
 5
 1
Total taxes other than income$1,576
 $506
 $293
 $164
 $229

$377

$55

$7

$354
 $105
                 
For the year ended December 31, 2018                 
Utility(a)
$919
 $114
 $243
 $131
 $94
 $337
 $316
 $21
 $
Property557
 273
 30
 15
 143
 94
 58
 32
 3
Payroll247
 130
 27
 16
 17
 24
 5
 3
 2
                 
For the year ended December 31, 2017                 
Utility(a)
$898
 $126
 $240
 $125
 $89
 $318
 $300
 $18
 $
Property545
 269
 28
 14
 132
 101
 62
 32
 3
Payroll230
 121
 26
 15
 15
 26
 6
 4
 2
__________
(a)Generation’s utility tax represents gross receipts tax related to its retail operations and ComEd’s, PECO’s, BGE’s, Pepco's, DPL's and ACE'sthe Utility Registrants’ utility taxes representrepresents municipal and state utility taxes and gross receipts taxes related to their operating revenues. The offsetting collection of utility taxes from customers is recorded in revenues in the Registrants’ Consolidated Statements of Operations and Comprehensive Income.


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Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 23 — Supplemental Financial Information

 For the year ended December 31, 2018
           Successor      
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Other, Net                 
Decommissioning-related activities:                 
Net realized income on NDT funds(a)
                 
Regulatory agreement units$506
 $506
 $
 $
 $
 $
 $
 $
 $
Non-regulatory agreement units302
 302
 
 
 
 
 
 
 
Net unrealized losses on NDT funds                 
Regulatory agreement units(715) (715) 
 
 
 
 
 
 
Non-regulatory agreement units(483) (483) 
 
 
 
 
 
 
Net unrealized losses on pledged assets                 
Zion Station decommissioning(8) (8) 
 
 
 
 
 
 
Regulatory offset to NDT fund-related activities(b)
171
 171
 
 
 
 
 
 
 
Total decommissioning-related activities(227)
(227)





 






Investment income43
 32
 
 1
 1
 4
 2
 1
 
Interest income related to uncertain income tax positions5
 1






 
 
 
 
AFUDC—Equity69
 
 19
 7
 18
 25
 22
 2
 1
Non-service net periodic benefit cost(47) 
 
 
 
 
 
 
 
Other45
 16
 14
 
 
 14
 7
 7
 1
Other, net$(112)
$(178)
$33

$8

$19
 $43

$31

$10

$2

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

 For the year ended December 31, 2017
           Successor      
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Other, Net                 
Decommissioning-related activities:                 
Net realized income on NDT funds(a)
                 
Regulatory agreement units$488
 $488
 $
 $
 $
 $
 $
 $
 $
Non-regulatory agreement units209
 209
 
 
 
 
 
 
 
Net unrealized gains on NDT funds                 
Regulatory agreement units455
 455
 
 
 
 
 
 
 
Non-regulatory agreement units521
 521
 
 
 
 
 
 
 
Net unrealized losses on pledged assets                 
Zion Station decommissioning(10) (10) 
 
 
 
 
 
 
Regulatory offset to NDT fund-related activities(b)
(724) (724) 
 
 
 
 
 
 
Total decommissioning-related activities939

939








 




Investment income8
 6
 
 
 
 2
 1
 
 
Interest income (expense) related to uncertain income tax positions3

(1)





 
 
 
 
Benefit related to uncertain income tax positions(c)
2
 
 
 
 
 
 
 
 
AFUDC—Equity73
 
 12
 9
 16
 36
 23
 7
 6
Non-service net periodic benefit cost(109) 
 
 
 
 
 
 
 
Other31
 4
 10
 
 
 16
 8
 7
 1
Other, net$947

$948

$22

$9

$16

$54
 $32

$14

$7

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

                 Successor  Predecessor
 For the year ended December 31, 2016 March 24, 2016 to December 31, 2016  January 1, 2016 to March 23, 2016
 Exelon Generation ComEd PECO BGE Pepco DPL ACE PHI  PHI
Other, Net                    
Decommissioning-related activities:                    
Net realized income on NDT funds(a)
                    
Regulatory agreement units$237
 $237
 $
 $
 $
 $
 $
 $
 $
  $
Non-regulatory agreement units126
 126
 
 
 
 
 
 
 
  
Net unrealized gains on NDT funds                    
Regulatory agreement units216
 216
 
 
 
 
 
 
 
  
Non-regulatory agreement units194
 194
 
 
 
 
 
 
 
  
Net unrealized losses on pledged assets                    
Zion Station decommissioning(1) (1) 
 
 
 
 
 
 
  
Regulatory offset to NDT fund-related activities(b)
(372) (372) 
 
 
 
 
 
 
  
Total decommissioning-related activities400

400












 
  
Investment income (loss)17
 8
 
 (1) 2
 1
 
 1
 1
  
Long-term lease income4
 
 
 
 
 
 
 
 
  
Interest income (expense) related to uncertain income tax positions13
 
 
 
 
 1
 
 
 (1)  
Penalty related to uncertain income tax positions(c)
(106) 
 (86) 
 
 
 
 
 
  
AFUDC—Equity64
 
 14
 8
 19
 19
 5
 6
 23
  7
Non-service net periodic benefit cost(116) 
 
 
 
 
 
 
 
  
Loss on debt extinguishment(3) (2) 
 
 
 
 
 
 
  
Other24
 (5) 7
 1
 
 15
 8
 2
 21
  (11)
Other, net$297

$401

$(65)
$8

$21

$36

$13

$9
 $44
  $(4)

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

 Other, Net
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
For the year ended December 31, 2019                 
Decommissioning-related activities:
Net realized income on NDT funds(a)
Regulatory agreement units$297
 $297
 $
 $
 $
 $
 $
 $
 $
Non-regulatory agreement units363
 363
 
 
 
 
 
 
 
Net unrealized gains on NDT funds                 
Regulatory agreement units795
 795
 
 
 
 
 
 
 
Non-regulatory agreement units411
 411
 
 
 
 
 
 
 
Regulatory offset to NDT fund-related activities(b)
(876) (876) 
 
 
 
 
 
 
Decommissioning-related activities990

990






 






AFUDC—Equity85
 
 17
 13
 21
 34
 25
 4
 5
Non-service net periodic benefit cost13
 
 
 
 
 
 
 
 
                  
For the year ended December 31, 2018                 
Decommissioning-related activities:
Net realized income on NDT funds(a)
Regulatory agreement units$506
 $506
 $
 $
 $
 $
 $
 $
 $
Non-regulatory agreement units302
 302
 
 
 
 
 
 
 
Net unrealized losses on NDT funds                 
Regulatory agreement units(715) (715) 
 
 
 
 
 
 
Non-regulatory agreement units(483) (483) 
 
 
 
 
 
 
Regulatory offset to NDT fund-related activities(b)
171
 171
 
 
 
 
 
 
 
Decommissioning-related activities(219) (219) 
 
 
 
 
 
 
AFUDC—Equity69
 
 19
 7
 18
 25
 22
 2
 1
Non-service net periodic benefit cost(47) 
 
 
 
 
 
 
 
                  
For the year ended December 31, 2017                 
Decommissioning-related activities:
Net realized income on NDT funds(a)
Regulatory agreement units$488
 $488
 $
 $
 $
 $
 $
 $
 $
Non-regulatory agreement units209
 209
 
 
 
 
 
 
 
Net unrealized gains on NDT funds                 
Regulatory agreement units455
 455
 
 
 
 
 
 
 
Non-regulatory agreement units521
 521
 
 
 
 
 
 
 
Regulatory offset to NDT fund-related activities(b)
(724) (724) 
 
 
 
 
 
 
Decommissioning-related activities949
 949
 
 
 
 
 
 
 
AFUDC—Equity73
 
 12
 9
 16
 36
 23
 7
 6
Non-service net periodic benefit cost(109) 
 
 
 
 
 
 
 
__________
(a)Includes investmentRealized income includes interest, dividends and realized gains and losses on sales of investments within the NDT funds.fund investments.
(b)Includes the elimination of decommissioning-related activities for the Regulatory Agreement Units, including the elimination of net income taxes related to all NDT fund activity for thesethose units. See Note 159 — Asset Retirement Obligations for additional information regarding the accounting for nuclear decommissioning.
(c)See Note 14—Income Taxes for additional information on the penalty related to the Tax Court’s decision on Exelon’s like-kind exchange tax position.
Supplemental Cash Flow Information
The following tables provide additional information regarding the Registrants’ Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016.
357
 For the year ended December 31, 2018
           Successor      
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Depreciation, amortization and accretion                 
Property, plant and equipment$3,740
 $1,748
 $820
 $274
 $335
 $480
 $218
 $131
 $94
Regulatory assets555
 
 120
 27
 148
 260
 167
 51
 42
Amortization of intangible assets, net58
 49
 
 
 
 
 
 
 
Amortization of energy contract assets and liabilities(a)
14
 14
 
 
 
 
 
 
 
Nuclear fuel(b)
1,115
 1,115
 
 
 
 
 
 
 
ARO accretion(c)
489
 489
 
 
 
 
 
 
 
Total depreciation, amortization and accretion$5,971
 $3,415
 $940

$301
 $483

$740
 $385

$182

$136

 For the year ended December 31, 2017
           Successor      
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Depreciation, amortization and accretion                 
Property, plant and equipment$3,293
 $1,409
 $777
 $261
 $312
 $457
 $203
 $124
 $89
Regulatory assets478
 
 73
 25
 161
 218
 118
 43
 57
Amortization of intangible assets, net57
 48
 
 
 
 
 
 
 
Amortization of energy contract assets and liabilities(a)
35
 35
 
 
 
 
 
 
 
Nuclear fuel(b)
1,096
 1,096
 
 
 
 
 
 
 
ARO accretion(c)
468
 468
 
 
 
 
 
 
 
Total depreciation, amortization and accretion$5,427

$3,056

$850

$286

$473

$675
 $321

$167

$146

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 23 — Supplemental Financial Information

Supplemental Cash Flow Information
The following tables provide additional information about material items recorded in the Registrants' Consolidated Statements of Cash Flows.
 Depreciation, amortization and accretion
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
For the year ended December 31, 2019                
Property, plant and equipment$3,665
 $1,485
 $886
 $303
 $359
 $547
 $239
 $146
 $123
Amortization of regulatory assets528
 
 147
 30

143

207

135

38

34
Amortization of intangible assets, net59

50














Amortization of energy contract assets and liabilities(a)
21

21














Nuclear fuel(b)
1,016

1,016














ARO accretion(c)
491

491














Total depreciation, amortization and accretion$5,780
 $3,063
 $1,033

$333
 $502

$754
 $374

$184

$157
                  
For the year ended December 31, 2018                
Property, plant and equipment$3,740
 $1,748
 $820
 $274
 $335
 $480
 $218
 $131
 $94
Amortization of regulatory assets555
 
 120
 27

148

260

167

51

42
Amortization of intangible assets, net58

49














Amortization of energy contract assets and liabilities(a)
14

14














Nuclear fuel(b)
1,115

1,115














ARO accretion(c)
489

489














Total depreciation, amortization and accretion$5,971
 $3,415
 $940
 $301
 $483
 $740
 $385
 $182
 $136
                  
For the year ended December 31, 2017                
Property, plant and equipment$3,293
 $1,409
 $777
 $261
 $312
 $457
 $203
 $124
 $89
Amortization of regulatory assets478
 
 73
 25

161

218

118

43

57
Amortization of intangible assets, net57

48














Amortization of energy contract assets and liabilities(a)
35

35














Nuclear fuel(b)
1,096

1,096














ARO accretion(c)
468

468














Total depreciation, amortization and accretion$5,427
 $3,056

$850

$286

$473
 $675
 $321

$167

$146
                 Successor  Predecessor
 For the year ended December 31, 2016 March 24, 2016 to December 31, 2016  January 1, 2016 to March 23, 2016
 Exelon Generation ComEd PECO BGE Pepco DPL ACE PHI  PHI
Depreciation, amortization and accretion                
Property, plant and equipment$3,477
 $1,835
 $708
 $244
 $299
 $175
 $110
 $82
 $325
  $94
Regulatory assets407
 
 67
 26
 124
 120
 47
 83
 190
  58
Amortization of intangible assets, net52
 44
 
 
 
 
 
 
 
  
Amortization of energy contract assets and liabilities(a)
35
 35
 
 
 
 
 
 
 
  
Nuclear fuel(b)
1,159
 1,159
 
 
 
 
 
 
 
  
ARO accretion(c)
446
 446
 
 
 
 
 
 
 
  
Total depreciation, amortization and accretion$5,576
 $3,519

$775

$270

$423

$295

$157

$165
 $515
  $152
__________
(a)Included in Operating revenues or Purchased power and fuel expense in the Registrants’ Consolidated Statements of Operations and Comprehensive Income.
(b)Included in Purchased power and fuel expense in the Registrants’ Consolidated Statements of Operations and Comprehensive Income.
(c)Included in Operating and maintenance expense in the Registrants’ Consolidated Statements of Operations and Comprehensive Income.


358

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 23 — Supplemental Financial Information

 Cash paid (refunded) during the year:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
For the year ended December 31, 2019                 
Interest (net of amount capitalized)$1,470
 $373
 $343
 $129
 $106
 $255
 $130
 $59
 $55
Income taxes (net of refunds)265
 (44) (42) 82
 17
 29
 7
 19
 (5)
                  
For the year ended December 31, 2018                 
Interest (net of amount capitalized)$1,421
 $369
 $332
 $125
 $94
 $250
 $123
 $56
 $61
Income taxes (net of refunds)95
 746
 (153) (2) 14
 (32) 41
 (6) (12)
                  
For the year ended December 31, 2017                 
Interest (net of amount capitalized)$2,430
 $391
 $307
 $103
 $96
 $236
 $114
 $49
 $59
Income taxes (net of refunds)540
 337
 83
 47
 (2) (144) (104) (49) (2)


359

Table of Contents
Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 23 — Supplemental Financial Information

 For the year ended December 31, 2018
           Successor      
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Cash paid (refunded) during the year:                 
Interest (net of amount capitalized)$1,421
 $369
 $332
 $125
 $94
 $250
 $123
 $56
 $61
Income taxes (net of refunds)95
 746
 (153) (2) 14
 (32) 41
 (6) (12)
Other non-cash operating activities:                 
Pension and non-pension postretirement benefit costs$583
 $204
 $177
 $18
 $59
 $67
 $15
 $6
 $12
Loss (gain) from equity method investments28
 30
 
 
 
 (1) 
 
 
Provision for uncollectible accounts159
 48
 40
 33
 10
 28
 11
 6
 11
Provision for excess and obsolete inventory24
 20
 3
 
 
 
 
 
 
Stock-based compensation costs75
 
 
 
 
 
 
 
 
Other decommissioning-related activity(a)
(2) (2) 
 
 
 
 
 
 
Energy-related options(b)
10
 10
 
 
 
 
 
 
 
Amortization of regulatory asset related to debt costs8
 
 3
 1
 
 4
 2
 1
 1
Amortization of rate stabilization deferral14
 
 
 
 
 14
 14
 
 
Amortization of debt fair value adjustment(15) (12) 
 
 
 (3) 
 
 
Merger-related commitments(c)

 
 
 
 
 5
 
 5
 
Severance costs35
 9
 
 
 
 
 
 
 
Asset retirement costs20
 
 
 
 
 20
 22
 (1) (1)
Amortization of debt costs36
 14
 5
 2
 1
 3
 2
 
 1
Discrete impacts from EIMA and FEJA(d)
28
 
 28
 
 
 
 
 
 
Long-term incentive plan140
 
 
 
 
 
 
 
 
Other(19) (23) (14) (3) (12) 6
 (6) 7
 
Total other non-cash operating activities$1,124

$298

$242

$51

$58

$143
 $60
 $24
 $24
Non-cash investing and financing activities:                 
Change in capital expenditures not paid$(69) $(199) $11
 $(12) $50
 $93
 $20
 $22
 $46
Change in PPE related to ARO update(107) (130) 7
 
 1
 15
 12
 2
 1
Dividends on stock compensation6
 
 
 
 
 
 
 
 
Acquisition of land3
 
 
 
 
 3
 
 
 3
 Other non-cash operating activities:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
For the year ended December 31, 2019                 
Pension and non-pension postretirement benefit costs$438
 $135
 $96
 $12
 $61
 $95
 $25
 $15
 $16
Provision for uncollectible accounts120
 31
 33
 31
 8
 17
 7
 4
 5
Other decommissioning-related activity(a)
(506) (506) 
 
 
 
 
 
 
Energy-related options(b)
22
 22
 
 
 
 
 
 
 
Amortization of rate stabilization deferral(4) 
 
 
 
 (4) (4) 
 
Discrete impacts from EIMA and FEJA(d)
128
 
 128
 
��
 
 
 
 
Long-term incentive plan10
 
 
 
 
 
 
 
 
Amortization of operating ROU asset244
 172
 3
 
 30
 33
 8
 8
 4
Change in environmental liabilities23
 
 
 
 
 23
 23
 
 
                  
For the year ended December 31, 2018                 
Pension and non-pension postretirement benefit costs$583
 $204
 $177
 $18
 $59
 $67
 $15
 $6
 $12
Provision for uncollectible accounts159
 48
 40
 33
 10
 28
 11
 6
 11
Other decommissioning-related activity(a)
(2) (2) 
 
 
 
 
 
 
Energy-related options(b)
10
 10
 
 
 
 
 
 
 
Amortization of rate stabilization deferral21
 
 
 
 
 21
 21
 
 
Asset retirement costs20
 
 
 
 
 20
 22
 (1) (1)
Discrete impacts from EIMA and FEJA(d)
28
 
 28
 
 
 
 
 
 
Long-term incentive plan140
 
 
 
 
 
 
 
 
                  
For the year ended December 31, 2017                 
Pension and non-pension postretirement benefit costs$643
 $227
 $176
 $29
 $62
 $94
 $25
 $13
 $13
Provision for uncollectible accounts125
 38
 34
 26
 8
 19
 8
 3
 8
Other decommissioning-related activity(a)
(313) (313) 
 
 
 
 
 
 
Energy-related options(b)
7
 7
 
 
 
 
 
 
 
Amortization of rate stabilization deferral(3) 
 
 
 7
 (10) (10) 
 
Discrete impacts from EIMA and FEJA(d)
(52) 
 (52) 
 
 
 
 
 
Vacation accrual adjustment(e)
(68) (35) (12) 
 
 (8) (8) 
 
Long-term incentive plan109
 
 
 
 
 
 
 
 
Change in environmental liabilities44
 44
 
 
 
 
 
 
 
__________
(a)Includes the elimination of decommissioning-related activities for the Regulatory Agreement Units, including the elimination of operating revenues, ARO accretion, ARC amortization, investment income and income taxes related to all NDT fund activity for these units. See Note 159 — Asset Retirement Obligations for additional information regarding the accounting for nuclear decommissioning.
(b)Includes option premiums reclassified to realized at the settlement of the underlying contracts and recorded to results of operations.
(c)See Note 52 - Mergers, Acquisitions and Dispositions for additional information.
(d)Reflects the change in ComEd's distribution and energy efficiency formula rates. See Note 4 — Regulatory Matters for additional information.


360

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 23 — Supplemental Financial Information
 For the year ended December 31, 2017
           Successor      
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Cash paid (refunded) during the year:                 
Interest (net of amount capitalized)$2,430
 $391
 $307
 $103
 $96
 $236
 $114
 $49
 $59
Income taxes (net of refunds)540
 337
 83
 47
 (2) (144) (104) (49) (2)
Other non-cash operating activities:                 
Pension and non-pension postretirement benefit costs$643
 $227
 $176
 $29
 $62
 $94
 $25
 $13
 $13
Loss (gain) from equity method investments32
 33
 
 
 
 (1) 
 
 
Provision for uncollectible accounts125
 38
 34
 26
 8
 19
 8
 3
 8
Provision for excess and obsolete inventory56
 51
 3
 
 
 2
 1
 1
 
Stock-based compensation costs88
 
 
 
 
 
 
 
 
Other decommissioning-related activity(a)
(313) (313) 
 
 
 
 
 
 
Energy-related options(b)
7
 7
 
 
 
 
 
 
 
Amortization of regulatory asset related to debt costs9
 
 4
 1
 
 4
 2
 1
 1
Amortization of rate stabilization deferral(10) 
 
 
 7
 (17) (17) 
 
Amortization of debt fair value adjustment(18) (12) 
 
 
 (6) 
 
 
Merger-related commitments(c)

 
 
 
 
 (8) (6) (2) 
Severance costs35
 31
 
 
 
 3
 
 
 
Amortization of debt costs64
 37
 5
 2
 2
 4
 2
 
 1
Discrete impacts from EIMA and FEJA(d)
(52) 
 (52) 
 
 
 
 
 
Vacation accrual adjustment(e)
(68) (35) (12) 
 
 (8) (8) 
 
Long-term incentive plan109
 
 
 
 
 
 
 
 
Change in environmental liabilities44
 44
 
 
 
 
 
 
 
Other(30) 4
 6
 (4) (14) (28) (13) (7) (6)
Total other non-cash operating activities$721

$112

$164

$54

$65
 $58

$(6)
$9

$17
Non-cash investing and financing activities:                 
Change in capital expenditures not paid$42
 $73
 $(61) $22
 $23
 $(12) $5
 $4
 $(13)
Change in PPE related to ARO update29
 29
 
 
 
 
 
 
 
Non-cash financing of capital projects16
 16
 
 
 
 
 
 
 
Indemnification of like-kind exchange position(f)

 
 21
 
 
 
 
 
 
Dividends on stock compensation7
 
 
 
 
 
 
 
 
Dissolution of financing trust due to long-term debt retirement8
 
 
 
 8
 
 
 
 


Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Fair value adjustment of long-term debt due to retirement(5)







Fair value of pension and OPEB obligation transferred in connection with FitzPatrick
33







__________ 
(a)Includes the elimination of decommissioning-related activities for the Regulatory Agreement Units, including the elimination of operating revenues, ARO accretion, ARC amortization, investment income and income taxes related to all NDT fund activity for these units. See Note 15 — Asset Retirement Obligations for additional information regarding the accounting for nuclear decommissioning.
(b)Includes option premiums reclassified to realized at the settlement of the underlying contracts and recorded to results of operations.
(c)See Note 5 - Mergers, Acquisitions and Dispositions for additional information.
(d)Reflects the change in ComEd's distribution and energy efficiency formula rates . See Note 43 — Regulatory Matters for additional information.
(e)On December 1, 2017, Exelon adopted a single, standard vacation accrual policy for all non-represented, non-craft (represented and craft policies remained unchanged) employees effective January 1, 2018.  To reflect the new policy, Exelon recorded a one-time, $68 million pre-tax credit to expense to reverse 2018 vacation cost originally accrued throughout 2017 that will now bewas accrued ratably over the year induring 2018.
(f)See Note 14 — Income Taxes for additional information on the like-kind exchange tax position.
                 Successor  Predecessor
 For the year ended December 31, 2016 March 24, 2016 to December 31, 2016  January 1, 2016 to March 23, 2016
 Exelon Generation ComEd PECO BGE Pepco DPL ACE PHI  PHI
Cash paid (refunded) during the year:                    
Interest (net of amount capitalized)$1,340
 $339
 $298
 $104
 $92
 $118
 $47
 $62
 $209
  $43
Income taxes (net of refunds)(441) 435
 (444) 64
 31
 216
 115
 200
 258
  11
Other non-cash operating activities:                    
Pension and non-pension postretirement benefit costs$619
 $218
 $166
 $33
 $67
 $31
 $18
 $15
 $86
  $23
Loss from equity method investments24
 25
 
 
 
 
 
 
 
  
Provision for uncollectible accounts155
 19
 41
 30
 1
 29
 23
 32
 65
  16
Stock-based compensation costs111
 
 
 
 
 
 
 
 
  3
Other decommissioning-related activity(a)
(384) (384) 
 
 
 
 
 
 
  
Energy-related options(b)
(11) (11) 
 
 
 
 
 
 
  
Amortization of regulatory asset related to debt costs9
 
 4
 1
 
 2
 1
 1
 3
  1
Amortization of rate stabilization deferral76
 
 
 
 81
 (12) 2
 
 (5)  5
Amortization of debt fair value adjustment(11) (11) 
 
 
 
 
 
 
  
Merger-related commitments(c)(d)
558
 53
 
 
 
 125
 82
 110
 317
  
Severance costs99
 22
 
 
 
 
 
 
 56
  
Discrete impacts from EIMA(e)
8
 
 8
 
 
 
 
 
 
  
Amortization of debt costs35
 17
 4
 3
 1
 
 
 
 1
  

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Provision for excess and obsolete inventory12
 6
 4
 
 
 3
 1
 1
 1
  1
Lower of cost or market inventory adjustment37
 36
 
 1
 
 
 
 
 
  
Baltimore City Conduit Lease Settlement(28) 
 
 
 (28) 
 
 
 
  
Cash Working Capital Order(13) 
 
 
 (13) 
 
 
 
  
Asset retirement costs2
 
 
 
 
 
 1
 2
 2
  
Long-term incentive plan70
 
 
 
 
 
 
 
 
  
Other(35) 25
 (12) (3) (21) (3) (14) (6) (11)  (3)
Total other non-cash operating activities$1,333

$15

$215

$65

$88

$175
 $114
 $155
 $515
  $46
Non-cash investing and financing activities:                    
Change in capital expenditures not paid$(128) $50
 $(91) $(11) $(86) $27
 $(12) $11
 $21
  $11
Change in PPE related to ARO update191
 191
 
 
 
 
 
 
 
  
Indemnification of like-kind exchange position(g)

 
 158
 
 
 
 
 
 
  
Dividends on stock compensation6
 
 
 
 
 
 
 
 
  
Non-cash financing of capital projects95
 95
 
 
 
 
 
 
 
  
Sale of Upstream assets(c)
37
 37
 
 
 
 
 
 
 
  
Pending FitzPatrick Acquisition(h)
(54) (54) 
 
 
 
 
 
 
  
Fair value of net assets contributed to Generation in connection with the PHI merger, net of cash
 119
 
 
 
 
 
 
 
  
Fair value of net assets distributed to Exelon in connection with the PHI Merger, net of cash(c)(f)

 
 
 
 
 
 
 
 127
  
Fair value of pension obligation transferred in connection with the PHI Merger, net of cash(c)(f)

 
 
 
 
 
 
 
 53
  
Assumption of member purchase liability
 
 
 
 
 
 
 
 29
  
Assumption of merger commitment liability
 
 
 
 
 33
 
 
 33
  
__________
(a)Includes the elimination of NDT fund activity for the Regulatory Agreement Units, including the elimination of operating revenues, ARO accretion, ARC amortization, investment income and income taxes related to all NDT fund activity for these units. See Note 15 — Asset Retirement Obligations for additional information regarding the accounting for nuclear decommissioning.
(b)Includes option premiums reclassified to realized at the settlement of the underlying contracts and recorded to results of operations.
(c)See Note 5 - Mergers, Acquisitions and Dispositions for additional information.
(d)Excludes $5 million of forgiveness of Accounts receivable related to merger commitments recorded in connection with the PHI Merger, the balance is included within Provision for uncollectible accounts.
(e)Reflects the change in distribution rates pursuant to EIMA, which allows for the recovery of costs by a utility through a pre-established performance-based formula rate. See Note 4 — Regulatory Matters for additional information.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

(f)Immediately following closing of the PHI Merger, the net assets associated with PHI’s unregulated business interests were distributed by PHI to Exelon. Exelon contributed a portion of such net assets to Generation.
(g)See Note 14 — Income Taxes for additional information on the like-kind exchange tax position.
(h)Reflects the transfer of nuclear fuel to Entergy under the cost reimbursement provisions of the FitzPatrick acquisition agreements. See Note 5 - Mergers, Acquisitions and Dispositions for additional information.
The following tables provide a reconciliation of cash, cash equivalents and restricted cash reported within the Registrants' Consolidated Balance Sheets that sum to the total of the same amounts in their Consolidated Statements of Cash Flows.
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
December 31, 2019                 
Cash and cash equivalents$587
 $303
 $90
 $21
 $24
 $131
 $30
 $13
 $12
Restricted cash358
 146
 150
 6
 1
 36
 33
 
 2
Restricted cash included in other long-term assets177
 
 163
 
 
 14
 
 
 14
Total cash, cash equivalents and restricted cash$1,122
 $449
 $403
 $27
 $25
 $181
 $63
 $13
 $28
                  
December 31, 2018                 
Cash and cash equivalents$1,349
 $750
 $135
 $130
 $7
 $124
 $16
 $23
 $7
Restricted cash247
 153
 29
 5
 6
 43
 37
 1
 4
Restricted cash included in other long-term assets185
 
 166
 
 
 19
 
 
 19
Total cash, cash equivalents and restricted cash$1,781
 $903
 $330
 $135
 $13
 $186
 $53
 $24
 $30
                  
December 31, 2017                 
Cash and cash equivalents$898
 $416
 $76
 $271
 $17
 $30
 $5
 $2
 $2
Restricted cash207
 138
 5
 4
 1
 42
 35
 
 6
Restricted cash included in other long-term assets85
 
 63
 
 
 23
 
 
 23
Total cash, cash equivalents and restricted cash$1,190
 $554
 $144
 $275
 $18
 $95
 $40
 $2
 $31
                  
December 31, 2016                 
Cash and cash equivalents$635
 $290
 $56
 $63
 $23
 $170
 $9
 $46
 $101
Restricted cash253
 158
 2
 4
 24
 43
 33
 
 9
Restricted cash included in other long-term assets26
 
 
 
 3
 23
 
 
 23
Total cash, cash equivalents and restricted cash$914
 $448
 $58
 $67
 $50
 $236
 $42
 $46
 $133

           Successor      
December 31, 2018Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Cash and cash equivalents$1,349
 $750
 $135
 $130
 $7
 $124
 $16
 $23
 $7
Restricted cash247
 153
 29
 5
 6
 43
 37
 1
 4
Restricted cash included in other long-term assets185
 
 166
 
 
 19
 
 
 19
Total cash, cash equivalents and restricted cash$1,781
 $903
 $330
 $135
 $13
 $186
 $53
 $24
 $30

361
           Successor      
December 31, 2017Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Cash and cash equivalents$898
 $416
 $76
 $271
 $17
 $30
 $5
 $2
 $2
Restricted cash207
 138
 5
 4
 1
 42
 35
 
 6
Restricted cash included in other long-term assets85
 
 63
 
 
 23
 
 
 23
Total cash, cash equivalents and restricted cash$1,190
 $554
 $144
 $275
 $18
 $95
 $40
 $2
 $31

                 Successor  Predecessor
 December 31, 2016 December 31, 2016  March 23, 2016
 Exelon Generation ComEd PECO BGE Pepco DPL ACE PHI  PHI
Cash and cash equivalents$635
 $290
 $56
 $63
 $23
 $9
 $46
 $101
 $170
  $319
Restricted cash253
 158
 2
 4
 24
 33
 
 9
 43
  11
Restricted cash included in other long-term assets26
 
 
 
 3
 
 
 23
 23
  18
Total cash, cash equivalents and restricted cash$914
 $448
 $58
 $67
 $50
 $42
 $46
 $133
 $236
  $348
           Predecessor      
December 31, 2015Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Cash and cash equivalents$6,502
 $431
 $67
 $295
 $9
 $26
 $5
 $5
 $3
Restricted cash205
 123
 2
 3
 24
 14
 2
 
 12
Restricted cash included in other long-term assets5
 2
 
 
 3
 18
 
 
 18
Total cash, cash equivalents and restricted cash$6,712
 $556
 $69
 $298
 $36
 $58
 $7
 $5
 $33

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 23 — Supplemental Financial Information


Supplemental Balance Sheet Information
The following tables provide additional information about assets and liabilities ofmaterial items recorded in the Registrants at December 31, 2018 and 2017.Registrants' Consolidated Balance Sheets.
 
Unbilled customer revenues(a)
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
December 31, 2019$1,535
 $807
 $218
 $146
 $170
 $194
 $100
 $61
 $33
December 31, 20181,656
 965
 223
 114
 168
 186
 97
 59
 30
December 31, 2018Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Unbilled customer revenues(a)
$1,656
 $965
 $223
 $114
 $168
 $186
 $97
 $59
 $30
Allowance for uncollectible accounts (b)
(319) (104) (81) (61) (20) (53) (21) (13) (19)
December 31, 2017Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Unbilled customer revenues(a)
$1,858
 $1,017
 $242
 $162
 $205
 $232
 $133
 $68
 $31
Allowance for uncollectible
accounts
(b)
(322) (114) (73) (56) (24) (55) (21) (16) (18)

__________
(a)Represents unbilled portion ofUnbilled customer revenues are classified in customer accounts receivables, estimated under Exelon’s unbilled critical accounting policy.
(b)Includesnet in Exelon's and the estimated allowance for uncollectible accounts on billed customer and other accounts receivable.Utility Registrants' Consolidated Balance Sheets.
The Utility Registrants are required, under separate legislation and regulations in Illinois, Pennsylvania, Maryland, District of Columbia and New Jersey, to purchase certain receivables from alternative retail electric and, as applicable, natural gas suppliers that participate in the utilities' consolidated billing. ComEd, BGE, Pepco and DPL purchase receivables at a discount to recover primarily uncollectible accounts expense from the suppliers. PECO and ACE purchase receivables at face value and recover uncollectible accounts expense, including those from alternative retail electric and natural gas supplies, through base distribution rates and a rate rider, respectively. Exelon and the Utility Registrants do not record unbilled commodity receivables under their POR programs. Purchased billed receivables are recorded on a net basis in Exelon’s and the Utility Registrant's Consolidated Statements of Operations and Comprehensive Income and are classified in Other accounts receivable, net in their Consolidated Balance Sheets. The following tables provide information about the purchased receivables of those companies as of December 31, 2018 and 2017.
December 31, 2018Exelon ComEd PECO BGE PHI Pepco DPL ACE
Purchased receivables$313
 $94
 $74
 $61
 $84
 $57
 $8
 $19
Allowance for uncollectible accounts(a)
(34) (17) (5) (3) (9) (5) (1) (3)
Purchased receivables, net$279
 $77
 $69
 $58
 $75
 $52
 $7
 $16
December 31, 2017Exelon ComEd PECO BGE PHI Pepco DPL ACE
Purchased receivables$298
 $87
 $70
 $58
 $83
 $56
 $9
 $18
Allowance for uncollectible accounts(a)
(31) (14) (5) (3) (9) (5) (1) (3)
Purchased receivables, net$267
 $73
 $65
 $55
 $74
 $51
 $8
 $15
 Investments
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
December 31, 2019                 
Equity method investments:                 
Other equity method investments$92

$71

$6

$8

$

$

$

$

$
Other investments:                 
Employee benefit trusts and investments(a)
262

54



19

7

135

110




Equity investments without readily determinable fair values69

69














Other available for sale debt security investments41

41














Total investments$464

$235

$6

$27

$7

$135

$110

$

$
                  
                  
December 31, 2018                 
Equity method investments:                 
Distributed energy companies$180
 $180
 $
 $
 $
 $
 $
 $
 $
Other equity method investments87
 71
 6
 8
 
 
 
 
 
Total equity method investments267

251

6

8










Other investments:                 
Employee benefit trusts and investments(a)
244

49



17

5

130

105




Equity investments without readily determinable fair values72

72














Other available for sale debt security investments40

40














Other2

2














Total investments$625
 $414
 $6
 $25
 $5
 $130
 $105
 $
 $
__________
(a)For ComEd, BGE, Pepco and DPL, reflects the incremental allowance for uncollectible accounts recorded, which is in addition to the purchase discount. For ComEd, the incremental uncollectible accounts expense is recovered through a rate rider. BGE, Pepco and DPL recover actual write-offs which are reflected in the POR discount rate.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

The following tables provide additional information about Registrants' investments at December 31, 2018 and 2017.
December 31, 2018Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Investments                 
Equity method investments:                 
Financing trusts(a)
$14
 $
 $6
 $8
 $
 $
 $
 $
 $
Bloom180
 180
 
 
 
 
 
 
 
NET Power70
 70
 
 
 
 
 
 
 
Other equity method investments3
 1
 
 
 
 
 
 
 
Total equity method investments267

251

6

8










Other investments:                 
Employee benefit trusts and investments(b)
244
 49
 
 17
 5
 130
 105
 
 
Equity investments without readily determinable fair values72
 72
 
 
 
 
 
 
 
Other available for sale debt security investments40
 40
 
 
 
 
 
 
 
Other2
 2
 
 
 
 
 
 
 
Total investments$625

$414

$6

$25

$5

$130

$105

$

$
December 31, 2017Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Investments                 
Equity method investments:                 
Financing trusts(a)
$14
 $
 $6
 $8
 $
 $
 $
 $
 $
Bloom206
 206
 
 
 
 
 
 
 
NET Power76
 76
 
 
 
 
 
 
 
Other equity method investments1
 1
 
 
 
 
 
 
 
Total equity method investments297

283

6

8










Other investments:                 
Employee benefit trusts and investments(b)
244
 51
 
 17
 5
 132
 102
 
 
Equity investments without readily determinable fair values62
 62
 
 
 
 
 
 
 
Other available for sale debt security investments37
 37
 
 
 
 
 
 
 
Total investments$640

$433

$6

$25

$5

$132

$102

$

$
__________
(a)Includes investments in affiliated financing trusts, which were not consolidated within the financial statements of Exelon and are shown as investments in the Consolidated Balance Sheets. See Note 1 — Significant Accounting Policies for additional information.
(b)The Registrants’ debt and equity security investments are recorded at fair market value.


362

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 23 — Supplemental Financial Information
The following tables provide additional information about liabilities of the Registrants at December 31, 2018 and 2017.
December 31, 2018Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Accrued expenses              
Compensation-related accruals(a)
$1,191
 $479
 $187
 $49
 $68
 $99
 $29
 $19
 $12
Taxes accrued412
 226
 71
 28
 46
 74
 58
 4
 5
Interest accrued334
 77
 105
 33
 39
 50
 25
 8
 12
Severance accrued44
 26
 2
 
 
 5
 
 
 
Other accrued expenses131
 90

8
 3
 2
 28
 14
 8
 6
Total accrued expenses$2,112
 $898
 $373
 $113
 $155

$256

$126

$39

$35
                  
                  
December 31, 2017Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Accrued expenses              
Compensation-related accruals(a)
$978
 $407
 $158
 $64
 $58
 $106
 $29
 $17
 $11
Taxes accrued373
 444
 60
 15
 71
 61
 68
 4
 5
Interest accrued328
 78
 102
 33
 34
 48
 23
 8
 12
Severance accrued58
 30
 2
 
 
 17
 
 
 
Other accrued expenses100
 63

5
 2
 1
 29
 17
 6
 5
Total accrued expenses$1,837
 $1,022
 $327
 $114
 $164

$261

$137

$35

$33
 Accrued expenses
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
December 31, 2019                 
Compensation-related accruals(a)
$1,052
 $422
 $171
 $58
 $78
 $101
 $28
 $19
 $15
Taxes accrued414
 222
 83
 3
 26
 117
 90
 14
 8
Interest accrued337
 65
 110
 37
 46
 49
 23
 8
 12
                  
December 31, 2018                 
Compensation-related accruals(a)
$1,191
 $479
 $187
 $49
 $68
 $99
 $29
 $19
 $12
Taxes accrued412
 226
 71
 28
 46
 74
 58
 4
 5
Interest accrued334
 77
 105
 33
 39
 50
 25
 8
 12
__________
(a)Primarily includes accrued payroll, bonuses and other incentives, vacation and benefits.

24. Segment Information (All Registrants)
Operating segments for each of the Registrants are determined based on information used by the chief operating decision maker(s) (CODM) in deciding how to evaluate performance and allocate resources at each of the Registrants.
Exelon has twelve reportable segments, which include Generation's six reportable segments consisting of the Mid-Atlantic, Midwest, New England, New York, ERCOT and all other power regions referred to collectively as “Other Power Regions” and ComEd, PECO, BGE, PHI's three reportable segments consisting of Pepco, DPL, and ACE. ComEd, PECO, BGE, Pepco, DPL and ACE each represent a single reportable segment, and as such, no separate segment information is provided for these Registrants. Exelon, ComEd, PECO, BGE, Pepco, DPL and ACE's CODMs evaluate the performance of and allocate resources to ComEd, PECO, BGE, Pepco, DPL and ACE based on net income.
The basis for Generation's reportable segments is the integrated management of its electricity business that is located in different geographic regions, and largely representative of the footprints of ISO/RTO and/or NERC regions, which utilize multiple supply sources to provide electricity through various distribution channels (wholesale and retail). Generation's hedging strategies and risk metrics are also aligned to these same geographic regions. Descriptions of each of Generation’s six reportable segments are as follows:
Mid-Atlantic represents operations in the eastern half of PJM, which includes New Jersey, Maryland, Virginia, West Virginia, Delaware, the District of Columbia and parts of Pennsylvania and North Carolina.
Midwest represents operations in the western half of PJM and the United States footprint of MISO, excluding MISO’s Southern Region.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

New England represents operations within ISO-NE.
New York represents operations within ISO-NY.
ERCOT represents operations within Electric Reliability Council of Texas.
Other Power Regions:
South represents operations in the FRCC, MISO’s Southern Region, the remaining portions of the SERC not included within MISO or PJM.
West represents operations in the WECC, including California ISO.
Canada represents operations across the entire country of Canada and includes AESO, OIESO and the Canadian portion of MISO.
The CODMs for Exelon and Generation evaluate the performance of Generation’s electric business activities and allocate resources based on RNF. Generation believes that RNF is a useful measurement of operational performance. RNF 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. Generation’s operating revenues include all sales to third parties and affiliated sales to the Utility Registrants. Purchased power costs include all costs associated with the procurement and supply of electricity including capacity, energy and ancillary services. Fuel expense includes the fuel costs for Generation’s owned generation and fuel costs associated with tolling agreements. The results of Generation's other business activities are not regularly reviewed by the CODM and are therefore not classified as operating segments or included in the regional reportable segment amounts. These activities include natural gas, as well as other miscellaneous business activities that are not significant to Generation's overall operating revenues or results of operations. Further, Generation’s unrealized mark-to-market gains and losses on economic hedging activities and its amortization of certain intangible assets and liabilities relating to commodity contracts recorded at fair value from mergers and acquisitions are also excluded from the regional reportable segment amounts. Exelon and Generation do not use a measure of total assets in making decisions regarding allocating resources to or assessing the performance of these reportable segments.
During the first quarter of 2019, due to a change in economics in our New England region, Generation is changing the way that information is reviewed by the CODM. The New England region will no longer be regularly reviewed as a separate region by the CODM nor will it be presented separately in any external information presented to third parties. Information for the New England region will be reviewed by the CODM as part of Other Power Regions. As a result, beginning in the first quarter of 2019, Generation will disclose five reportable segments consisting of Mid-Atlantic, Midwest, New York, ERCOT and Other Power Regions. Beginning in the first quarter of 2019, Other Power Regions will include:
South represents operations in the FRCC, MISO’s Southern Region, the remaining portions of the SERC not included within MISO or PJM.
West represents operations in the WECC, including California ISO.
Canada represents operations across the entire country of Canada and includes AESO, OIESO and the Canadian portion of MISO.
New England represents operations within ISO-NE.


Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

An analysis and reconciliation of the Registrants’ reportable segment information to the respective information in the consolidated financial statements for the years ended December 31, 2018, 2017, and 2016 is as follows:
         Successor      

Generation (a)

ComEd
PECO
BGE
PHI (e)
 
Other (b)

Intersegment
Eliminations

Exelon
Operating revenues(c):
               
2018               
Competitive businesses electric revenues$17,411
 $
 $
 $
 $
 $
 $(1,256) $16,155
Competitive businesses natural gas revenues2,718
 
 
 
 
 
 (8) 2,710
Competitive businesses other revenues308
 
 
 
 
 
 (5) 303
Rate-regulated electric revenues
 5,882
 2,470
 2,428
 4,609
 
 (45) 15,344
Rate-regulated natural gas revenues
 
 568
 741
 181
 
 (20) 1,470
Shared service and other revenues
 
 
 
 15
 1,948
 (1,960) 3
Total operating revenues$20,437
 $5,882
 $3,038
 $3,169
 $4,805
 $1,948
 $(3,294) $35,985
2017               
Competitive businesses electric revenues$15,332
 $
 $
 $
 $
 $
 $(1,105) $14,227
Competitive businesses natural gas revenues2,575
 
 
 
 
 
 
 2,575
Competitive businesses other revenues593
 
 
 
 
 
 (1) 592
Rate-regulated electric revenues
 5,536
 2,375
 2,489
 4,469
 
 (29) 14,840
Rate-regulated natural gas revenues
 
 495
 687
 161
 
 (10) 1,333
Shared service and other revenues
 
 
 
 49
 1,831
 (1,880) 
Total operating revenues$18,500
 $5,536
 $2,870
 $3,176
 $4,679
 $1,831
 $(3,025) $33,567

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

         Successor      

Generation (a)

ComEd
PECO
BGE
PHI (e)
 
Other (b)

Intersegment
Eliminations

Exelon
2016               
Competitive businesses electric revenues$15,400
 $
 $
 $
 $
 $
 $(1,430) $13,970
Competitive businesses natural gas revenues2,146
 
 
 
 
 
 
 2,146
Competitive businesses other revenues211
 
 
 
 
 
 (4) 207
Rate-regulated electric revenues
 5,254
 2,531
 2,609
 3,506
 
 (31) 13,869
Rate-regulated natural gas revenues
 
 463
 624
 92
 
 (13) 1,166
Shared service and other revenues
 
 
 
 45
 1,648
 (1,686) 7
Total operating revenues$17,757
 $5,254
 $2,994
 $3,233
 $3,643
 $1,648
 $(3,164) $31,365
                
Intersegment revenues(d):
               
2018$1,269
 $27
 $8
 $29
 $15
 $1,942
 $(3,289) $1
20171,110
 15
 7
 16
 50
 1,824
 (3,020) 2
20161,428
 15
 8
 21
 45
 1,647
 (3,159) 5
Depreciation and amortization:               
2018$1,797
 $940
 $301
 $483
 $740
 $92
 $
 $4,353
20171,457
 850
 286
 473
 675
 87
 
 3,828
20161,879
 775
 270
 423
 515
 74
 
 3,936
Operating expenses (c):
               
2018$19,510
 $4,741
 $2,452
 $2,696
 $4,156
 $1,929
 $(3,341) $32,143
201718,001
 4,214
 2,215
 2,562
 3,911
 1,742
 (3,026) 29,619
201616,878
 4,056
 2,292
 2,683
 3,549
 1,812
 (3,164) 28,106
Interest expense, net:               
2018$432
 $347
 $129
 $106
 $261
 $279
 $
 $1,554
2017440
 361
 126
 105
 245
 283
 
 1,560
2016364
 461
 123
 103
 195
 290
 
 1,536
Income (loss) before income taxes:               
2018$365
 $832
 $466
 $387
 $432
 $(249) $(1) $2,232
20171,455
 984
 538
 525
 578
 (296) (2) 3,782
2016857
 679
 587
 468
 (58) (555) (5) 1,973
Income taxes:               
2018$(108) $168
 $6
 $74
 $35
 $(55) $
 $120
2017(1,376) 417
 104
 218
 217
 294
 
 (126)
2016282
 301
 149
 174
 3
 (156) 
 753

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

         Successor      

Generation (a)

ComEd
PECO
BGE
PHI (e)
 
Other (b)

Intersegment
Eliminations

Exelon
Net income (loss):               
2018$443
 $664
 $460
 $313
 $398
 $(193) $(1) $2,084
20172,798
 567
 434
 307
 362
 (590) (2) 3,876
2016550
 378
 438
 294
 (61) (398) (5) 1,196
Capital expenditures:               
2018$2,242
 $2,126
 $849
 $959
 $1,375
 $43
 $
 $7,594
2017$2,259
 $2,250
 $732
 $882
 $1,396
 $65
 $
 $7,584
2016$3,078
 $2,734
 $686
 $934
 $1,008
 $113
 $
 $8,553
Total assets:               
2018$47,556
 $31,213
 $10,642
 $9,716
 $21,984
 $8,355
 $(9,800) $119,666
201748,457
 29,726
 10,170
 9,104
 21,247
 8,618
 (10,552) 116,770
__________
(a)
See Note 25 Related Party Transactions for additional information on intersegment revenues.
(b)Other primarily includes Exelon’s corporate operations, shared service entities and other financing and investment activities.
(c)Includes gross utility tax receipts from customers. The offsetting remittance of utility taxes to the governing bodies is recorded in expenses in the Registrants’ Consolidated Statements of Operations and Comprehensive Income. See Note 23 — Supplemental Financial Information for additional information on total utility taxes.
(d)Intersegment revenues exclude sales to unconsolidated affiliates. The intersegment profit associated with Generation’s sale of certain products and services by and between Exelon’s segments is not eliminated in consolidation due to the recognition of intersegment profit in accordance with regulatory authoritative guidance. For Exelon, these amounts are included in Operating revenues in the Consolidated Statements of Operations and Comprehensive Income.
(e)Amounts included represent activity for PHI's successor period, March 24, 2016 through December 31, 2018.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Successor and Predecessor PHI:
 Pepco DPL ACE 
Other(b)
 Intersegment
Eliminations
 PHI
Operating revenues(a):
           
December 31, 2018 - Successor           
Rate-regulated electric revenues$2,239
 $1,151
 $1,236
 $
 $(17) $4,609
Rate-regulated natural gas revenues
 181
 
 
 
 181
Shared service and other revenues
 
 
 435
 (420) 15
Total operating revenues$2,239
 $1,332
 $1,236
 $435
 $(437) $4,805
December 31, 2017 - Successor           
Rate-regulated electric revenues$2,158
 $1,139
 $1,186
 $
 $(14) $4,469
Rate-regulated natural gas revenues
 161
 
 
 
 161
Shared service and other revenues
 
 
 52
 (3) 49
Total operating revenues$2,158
 $1,300
 $1,186
 $52
 $(17) $4,679
March 24, 2016 to December 31, 2016 - Successor           
Rate-regulated electric revenues$1,675
 $850
 $989
 $5
 $(13) $3,506
Rate-regulated natural gas revenues
 92
 
 
 
 92
Shared service and other revenues
 
 
 45
 
 45
Total operating revenues$1,675
 $942
 $989
 $50
 $(13) $3,643
January 1, 2016 to March 23, 2016 - Predecessor           
Rate-regulated electric revenues$511
 $279
 $268
 $42
 $(4) $1,096
Rate-regulated natural gas revenues
 56
 
 1
 
 57
Shared service and other revenues
 
 
 
 
 
Total operating revenues$511
 $335
 $268
 $43
 $(4) $1,153
            
Intersegment revenues:           
December 31, 2018 - Successor$6
 $8
 $3
 $435
 $(437) $15
December 31, 2017 - Successor6
 8
 2
 53
 (19) 50
March 24, 2016 to December 31, 2016 - Successor4
 5
 2
 47
 (13) 45
January 1, 2016 to March 23, 2016 - Predecessor1
 2
 1
 
 (4) 
Depreciation and amortization:           
December 31, 2018 - Successor$385
 $182
 $136
 $37
 $
 $740
December 31, 2017 - Successor321
 167
 146
 42
 (1) $675
March 24, 2016 to December 31, 2016 - Successor224
 120
 128
 43
 
 $515
January 1, 2016 to March 23, 2016 - Predecessor71
 37
 37
 11
 (4) $152
Operating expenses:          

December 31, 2018 - Successor$1,919
 $1,143
 $1,087
 $442
 $(435) $4,156
December 31, 2017 - Successor1,760
 1,071
 1,029
 68
 (17) $3,911
March 24, 2016 to December 31, 2016 - Successor1,577
 952
 1,000
 33
 (13) $3,549
January 1, 2016 to March 23, 2016 - Predecessor443
 284
 251
 73
 (3) $1,048

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

 Pepco DPL ACE 
Other(b)
 Intersegment
Eliminations
 PHI
Interest expense, net:          

December 31, 2018 - Successor$128
 $58
 $64
 $11
 $
 $261
December 31, 2017 - Successor121
 51
 61
 13
 (1) $245
March 24, 2016 to December 31, 2016 - Successor98
 38
 47
 12
 
 $195
January 1, 2016 to March 23, 2016 - Predecessor29
 12
 15
 11
 (2) $65
Income (loss) before income taxes:          

December 31, 2018 - Successor$223
 $142
 $87
 $388
 $(408) $432
December 31, 2017 - Successor310
 192
 103
 377
 (404) $578
March 24, 2016 to December 31, 2016 - Successor36
 (30) (51) (84) 71
 $(58)
January 1, 2016 to March 23, 2016 - Predecessor47
 43
 5
 59
 (118) $36
Income taxes:          

December 31, 2018 - Successor$13
 $22
 $12
 $(10) $(2) $35
December 31, 2017 - Successor105
 71
 26
 15
 
 $217
March 24, 2016 to December 31, 2016 - Successor26
 5
 (5) (23) 
 $3
January 1, 2016 to March 23, 2016 - Predecessor15
 17
 1
 (16) 
 $17
Net income (loss):          

December 31, 2018 - Successor$210
 $120
 $75
 $(22) $15
 $398
December 31, 2017 - Successor205
 121
 77
 (91) 50
 $362
March 24, 2016 to December 31, 2016 - Successor10
 (35) (47) (34) 45
 $(61)
January 1, 2016 to March 23, 2016 - Predecessor32
 26
 5
 (44) 
 $19
Capital expenditures:          

December 31, 2018 - Successor$656
 $364
 $335
 $20
 $
 $1,375
December 31, 2017 - Successor628
 428
 312
 28
 
 $1,396
March 24, 2016 to December 31, 2016 - Successor489
 277
 218
 24
 
 1,008
January 1, 2016 to March 23, 2016 - Predecessor97
 72
 93
 11
 
 273
Total assets:           
December 31, 2018 - Successor$8,299
 $4,588
 $3,699
 $10,819
 $(5,421) $21,984
December 31, 2017 - Successor7,832
 4,357
 3,445
 10,600
 (4,987) 21,247

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

__________
(a)Includes gross utility tax receipts from customers. The offsetting remittance of utility taxes to the governing bodies is recorded in expenses in the Registrants’ Consolidated Statements of Operations and Comprehensive Income. See Note 23 — Supplemental Financial Information for additional information on total utility taxes.
(b)Other primarily includes PHI’s corporate operations, shared service entities and other financing and investment activities.  For the predecessor periods presented, Other includes the activity of PHI’s unregulated businesses which were distributed to Exelon and Generation as a result of the PHI Merger. 
The following tables disaggregate the Registrants' revenue recognized from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. For Generation, the disaggregation of revenues reflects Generation's two primary products of power sales and natural gas sales, with further disaggregation of power sales provided by geographic region. For the Utility Registrants, the disaggregation of revenues reflects the two primary utility services of rate-regulated electric sales and rate-regulated natural gas sales (where applicable), with further disaggregation of these tariff sales provided by major customer groups. Exelon's disaggregated revenues are consistent with Generation and the Utility Registrants but exclude any intercompany revenues.
Competitive Business Revenues (Generation):
 2018
 
Revenues from external customers(a)
    
 Contracts with customers 
Other(b)
 Total Intersegment Revenues Total Revenues
Mid-Atlantic$5,241

$233
 $5,474
 $13

$5,487
Midwest4,527

190
 4,717
 (11)
4,706
New England2,660

185
 2,845
 (4)
2,841
New York1,723

(36) 1,687
 

1,687
ERCOT572

560
 1,132
 1

1,133
Other Power Regions 870

686
 1,556
 (62)
1,494
Total Competitive Businesses Electric Revenues15,593

1,818
 17,411
 (63)
17,348
Competitive Businesses Natural Gas Revenues 1,524

1,194
 2,718
 62

2,780
Competitive Businesses Other Revenues(c)
510
 (202) 308
 1
 309
Total Generation Consolidated Operating Revenues17,627

2,810
 $20,437
 $

$20,437

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

 2017
 
Revenues from external customers(a)
    
 Contracts with customers 
Other(b)
 Total Intersegment Revenues Total Revenues
Mid-Atlantic$5,523
 $(8) $5,515
 $25
 $5,540
Midwest3,923
 283
 4,206
 (25) 4,181
New England2,064
 (54) 2,010
 (8) 2,002
New York1,605
 (38) 1,567
 (17) 1,550
ERCOT641
 317
 958
 4
 962
Other Power Regions 594
 482
 1,076
 (27) 1,049
Total Competitive Businesses Electric Revenues14,350
 982
 15,332
 (48) 15,284
Competitive Businesses Natural Gas Revenues 1,658
 917
 2,575
 53
 2,628
Competitive Businesses Other Revenues(c)
744
 (151) 593
 (5) 588
Total Generation Consolidated Operating Revenues$16,752
 $1,748
 $18,500
 $
 $18,500
 2016
 
Revenues from external customers(a)
    
 Contracts with customers 
Other(b)
 Total Intersegment Revenues Total Revenues
Mid-Atlantic$6,182
 $30
 $6,212
 $(33) $6,179
Midwest4,007
 395
 4,402
 10
 4,412
New England1,953
 (175) 1,778
 (9) 1,769
New York1,198
 10
 1,208
 (42) 1,166
ERCOT810
 21
 831
 6
 837
Other Power Regions 670
 299
 969
 (62) 907
Total Competitive Businesses Electric Revenues14,820
 580
 15,400
 (130) 15,270
Competitive Businesses Natural Gas Revenues 1,953
 193
 2,146
 135
 2,281
Competitive Businesses Other Revenues(c)
756
 (545) 211
 (5) 206
Total Generation Consolidated Operating Revenues$17,529
 $228
 $17,757
 $
 $17,757
__________
(a)Includes all wholesale and retail electric sales to third parties and affiliated sales to the Utility Registrants.
(b)Includes revenues from derivatives and leases.
(c)Other represents activities not allocated to a region. See text above for a description of included activities. Includes a $38 million and $52 million decrease to revenues for the amortization of intangible assets and liabilities related to commodity contracts recorded at fair value in 2017 and 2016, respectively, unrealized mark-to-market losses of $262 million, $131 million, and $500 million in 2018, 2017, and 2016, respectively, and elimination of intersegment revenues.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Revenues net of purchased power and fuel expense (Generation):
 2018 2017 2016
 
RNF from
external
customers
(a)
 Intersegment
RNF
 
Total
RNF
 
RNF from
external
customers
(a)
 
Intersegment
RNF
 
Total
RNF
 
RNF from
external
customers
(a)
 Intersegment
RNF
 
Total
RNF
Mid-Atlantic$3,022

$51
 $3,073
 $3,105

$109
 $3,214
 $3,282

$35
 $3,317
Midwest3,112

23
 3,135
 2,810

10
 2,820
 2,969

2
 2,971
New England368

(14) 354
 538

(24) 514
 467

(29) 438
New York1,112

10
 1,122
 1,007

1
 1,008
 771

(19) 752
ERCOT501

(243) 258
 575

(243) 332
 412

(131) 281
Other Power Regions 515

(140) 375
 476

(171) 305
 483

(147) 336
Total Revenues net of
purchased power and fuel for Reportable Segments
$8,630

$(313) $8,317
 $8,511

$(318) $8,193
 $8,384

$(289) $8,095
Other (b)
114

313
 427
 299

318
 617
 543

289
 832
Total Generation
Revenues net of purchased power and fuel expense
$8,744

$
 $8,744
 $8,810

$
 $8,810
 $8,927

$
 $8,927
__________ 
(a)Includes purchases and sales from/to third parties and affiliated sales to the Utility Registrants.
(b)Other represents activities not allocated to a region. See text above for a description of included activities. Includes a $54 million and $57 million decrease in RNF for the amortization of intangible assets and liabilities related to commodity contracts in 2017 and 2016, respectively, unrealized mark-to-market losses of $319 million, $175 million, and $41 million in 2018, 2017, and 2016, respectively, accelerated nuclear fuel amortization associated with the announced early plant retirements as discussed in Note 8 - Early Plant Retirements of $57 million, $12 million and $60 million for the year ended December 31, 2018, 2017, and 2016 and the elimination of intersegment RNF.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Electric and Gas Revenue by Customer Class (Utility Registrants):
 2018
       Successor      
Revenues from contracts with customersComEd PECO BGE PHI Pepco DPL ACE
Rate-regulated electric revenues             
Residential$2,942
 $1,566
 $1,382
 $2,351
 $1,021
 $669
 $661
Small commercial & industrial1,487
 404
 257
 488
 140
 186
 162
Large commercial & industrial538
 223
 429
 1,124
 846
 100
 178
Public authorities & electric railroads47
 28
 28
 58
 32
 14
 12
Other(a)
867
 243
 327
 593
 193
 175
 227
Total rate-regulated electric revenues(b)
5,881
 2,464
 2,423
 4,614
 2,232
 1,144
 1,240
Rate-regulated natural gas revenues             
Residential
 395
 491
 99
 
 99
 
Small commercial & industrial
 143
 77
 44
 
 44
 
Large commercial & industrial
 1
 124
 8
 
 8
 
Transportation
 23
 
 16
 
 16
 
Other(c)

 6
 63
 13
 
 13
 
Total rate-regulated natural gas revenues(d)

 568
 755
 180
 
 180
 
Total rate-regulated revenues from contracts with customers5,881
 3,032
 3,178
 4,794
 2,232
 1,324
 1,240
              
Other revenues             
Revenues from alternative revenue programs(29) (7) (26) 
 
 4
 (4)
Other rate-regulated electric revenues(e)
30
 12
 13
 10
 7
 3
 
Other rate-regulated natural gas revenues(e)

 1
 4
 1
 
 1
 
Total other revenues1
 6
 (9) 11
 7
 8
 (4)
Total rate-regulated revenues for reportable segments$5,882
 $3,038
 $3,169
 $4,805
 $2,239
 $1,332
 $1,236

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

 2017
       Successor      
Revenues from contracts with customersComEd PECO BGE PHI Pepco DPL ACE
Rate-regulated electric revenues             
Residential$2,715
 $1,505
 $1,365
 $2,246
 $964
 $663
 $619
Small commercial & industrial1,363
 401
 254
 490
 137
 187
 166
Large commercial & industrial455
 223
 427
 1,086
 794
 103
 189
Public authorities & electric railroads44
 30
 31
 60
 33
 14
 13
Other(a)
886
 204
 299
 541
 199
 163
 191
Total rate-regulated electric revenues(b)
5,463
 2,363
 2,376
 4,423
 2,127
 1,130
 1,178
Rate-regulated natural gas revenues             
Residential
 331
 437
 90
 
 90
 
Small commercial & industrial
 131
 75
 38
 
 38
 
Large commercial & industrial
 1
 119
 8
 
 8
 
Transportation
 23
 
 15
 
 15
 
Other(c)

 8
 28
 9
 
 9
 
Total rate-regulated natural gas revenues(d)

 494
 659
 160
 
 160
 
Total rate-regulated revenues from contracts with customers5,463
 2,857
 3,035
 4,583
 2,127
 1,290
 1,178
              
Other revenues             
Revenues from alternative revenue programs43
 
 124
 40
 26
 6
 8
Other rate-regulated electric revenues(e)
30
 12
 13
 8
 5
 3
 
Other rate-regulated natural gas revenues(e)

 1
 4
 1
 
 1
 
Other revenues(f)

 
 
 47
 
 
 
Total other revenues73
 13
 141
 96
 31
 10
 8
Total rate-regulated revenues for reportable segments$5,536
 $2,870
 $3,176
 $4,679
 $2,158
 $1,300
 $1,186

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

             Successor  Predecessor
 2016 March 24, 2016 to December 31, 2016  January 1, 2016 to March 23, 2016
Revenues from contracts with customersComEd PECO BGE Pepco DPL ACE PHI  PHI
Rate-regulated electric revenues                
Residential$2,603
 $1,631
 $1,504
 $1,004
 $672
 $664
 $1,779
  $561
Small commercial & industrial1,318
 430
 276
 150
 188
 183
 400
  121
Large commercial & industrial462
 234
 434
 790
 99
 201
 835
  255
Public authorities & electric railroads45
 32
 35
 32
 13
 13
 45
  13
Other(a)
820
 192
 276
 190
 160
 187
 400
  169
Total rate-regulated electric revenues(b)
5,248
 2,519
 2,525
 2,166
 1,132
 1,248
 3,459
  1,119
Rate-regulated natural gas revenues                
Residential
 309
 432
 
 86
 
 50
  36
Small commercial & industrial
 121
 66
 
 35
 
 21
  14
Large commercial & industrial
 
 114
 
 6
 
 4
  2
Transportation
 24
 
 
 13
 
 10
  3
Other(c)

 9
 28
 
 8
 
 7
  2
Total rate-regulated natural gas revenues(d)

 463
 640
 
 148
 
 92
  57
Total rate-regulated revenues from contracts with customers5,248
 2,982
 3,165
 2,166
 1,280
 1,248
 3,551
  1,176
                 
Other revenues                
Revenues from alternative revenue programs(24) 
 53
 14
 (6) 9
 43
  (26)
Other rate-regulated electric revenues(e)
30
 12
 13
 6
 3
 
 6
  3
Other rate-regulated natural gas revenues(e)

 
 2
 
 
 
 
  
Other revenues(f)

 
 
 
 
 
 43
  
Total other revenues6
 12
 68
 20
 (3) 9
 92
  (23)
Total rate-regulated revenues for reportable segments$5,254
 $2,994
 $3,233
 $2,186
 $1,277
 $1,257
 $3,643
  $1,153
__________
(a)Includes revenues from transmission revenue from PJM, wholesale electric revenue and mutual assistance revenue.
(b)Includes operating revenues from affiliates of $27 million, $7 million, $8 million, $15 million, $6 million, $8 million and $3 million at ComEd, PECO, BGE, PHI, Pepco, DPL and ACE, respectively, in 2018, $15 million, $6 million, $5 million, $3 million, $6 million, $8 million and $2 million at ComEd, PECO, BGE, PHI, Pepco, DPL and ACE, in 2017, and $15 million, $7 million, $7 million, $2 million, $5 million, $7 million and $3 million at ComEd, PECO, BGE, PHI, Pepco, DPL and ACE, respectively, in 2016.
(c)Includes revenues from off-system natural gas sales.
(d)Includes operating revenues from affiliates of $1 million and $21 million at PECO and BGE, respectively, in 2018, $1 million and $11 million at PECO and BGE, respectively, in 2017, and $1 million and $14 million at PECO and BGE, respectively, in 2016.
(e)Includes late payment charge revenues.
(f)Includes operating revenues from affiliates of $47 million and $43 million at PHI in 2017 and 2016, respectively.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

25. Related Party Transactions (All Registrants)
Exelon
The financial statements of Exelon include related party transactions as presented in the tables below:
 
For the Years Ended
December 31,
 2018 2017 2016
Operating revenues from affiliates:     
Generation (a)
(2) 
 

PECO (a)


1

1
BGE (a)


4

4
ACE (a)

 
 
Other1
 2
 5
Total operating revenues from affiliates$(1) $7
 $10
Interest expense to affiliates, net:     
ComEd Financing III$13
 $14
 $13
PECO Trust III6
 6
 6
PECO Trust IV6
 6
 6
BGE Capital Trust II
 10
 16
Total interest expense to affiliates, net$25
 $36
 $41
Earnings (losses) in equity method investments:     
Qualifying facilities and domestic power projects$(29) $(33) $(25)
Other1
 1
 1
Total losses in equity method investments$(28) $(32) $(24)
 December 31,
 2018 2017
Payables to affiliates (current):   
ComEd Financing III$4
 $4
PECO Trust III1
 1
Total payables to affiliates (current)$5
 $5
Long-term debt to financing trusts:   
ComEd Financing III$206
 $205
PECO Trust III81
 81
PECO Trust IV103
 103
Total long-term debt to financing trusts$390
 $389
__________
(a)The intersegment profit associated with the sale of certain products and services by and between Exelon’s segments is not eliminated in consolidation due to the recognition of intersegment profit in accordance with regulatory authoritative guidance. For Exelon, these amounts are included in operating revenues in the Consolidated Statements of Operations. See Note 4—Regulatory Matters for additional information.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Transactions involving Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACE are further described in the tables below.Operating revenues from affiliates
Generation
The financial statements of Generation include related party transactionsfollowing table presents Generation’s Operating revenues from affiliates, which are primarily recorded as presented inPurchased power from affiliates and an immaterial amount recorded as Operating and maintenance expense from affiliates at the tables below:Utility Registrants:
 
For the Years Ended
December 31,
 2019 2018 2017
Operating revenues from affiliates:     
ComEd (a)(b)
$369
 $523
 $121
PECO (c)
158
 128
 138
BGE (d)
289
 260
 388
PHI353
 355
 463
Pepco (e)
264
 206
 255
DPL (f)
70
 120
 179
ACE (g)
19
 29
 29
Other3
 2
 5
Total operating revenues from affiliates (Generation)$1,172
 $1,268
 $1,115
 
For the Years Ended
December 31,
 2018 2017 2016
Operating revenues from affiliates:     
ComEd (a)
$523

$121

$47
PECO (b)
128

138

290
BGE (c)
260

388

608
Pepco (d)
206
 255
 295
DPL (e)
120
 179
 154
ACE (f)
29
 29
 37
BSC2

1

2
Other
 4
 6
Total operating revenues from affiliates$1,268
 $1,115
 $1,439
Purchased power and fuel from affiliates:     
ComEd$(6) $13
 $
BGE20
 9
 12
Other
 (3) 
Total purchased power and fuel from affiliates$14
 $19
 $12
Operating and maintenance from affiliates:     
ComEd (g)
$7
 $7
 $7
PECO (g)
2
 1
 3
BGE (g)
2
 1
 1
Pepco1
 
 1
PHISCO1
 1
 1
BSC (h)
652
 689
 650
Other(4) (2) 
Total operating and maintenance from affiliates$661
 $697
 $663
Interest expense to affiliates, net:     
Exelon Corporate (i)
$36
 $37
 $39
PCI
 1
 
PECO
 1
 
Total interest expense to affiliates, net:$36
 $39
 $39
Earnings (losses) in equity method investments     
Qualifying facilities and domestic power projects$(30) $(33) $(25)
Capitalized costs     
BSC (h)
$67
 $98
 $98
Cash distributions paid to member$1,001
 $659
 $922
Contributions from member$155
 $102
 $142

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

 December 31,
 2018 2017
Receivables from affiliates (current):   
ComEd (a)
$69
 $28
PECO (b)
30
 26
BGE (c)
24
 24
Pepco (d)
28
 36
DPL (e)
7
 12
ACE (f)
5
 6
PHISCO (h)

 1
Other10
 7
Total receivables from affiliates (current)$173
 $140
Intercompany money pool (current):   
Exelon Corporate$100
 $
PCI
 54
Total intercompany money pool (current)$100
 $54
Payables to affiliates (current):   
Exelon Corporate (i)
$17
 $21
BSC (h)
95
 74
ComEd19
 12
PECO (b)

 4
Other8
 12
Total payables to affiliates (current)$139
 $123
Other liabilities to affiliates (current):   
ComEd (a)
$14
 $
Long-term debt to affiliates (noncurrent):   
Exelon Corporate (k)
$898
 $910
Payables to affiliates (noncurrent):   
ComEd (j)
$2,217
 $2,528
PECO (j)
389
 537
Total payables to affiliates (noncurrent)$2,606
 $3,065

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

__________
(a)Generation has an ICC-approved RFP contract with ComEd to provide a portion of ComEd’s electricity supply requirements. Generation also sells RECs and ZECs to ComEd.
(b)For 2019, ComEd’s Purchased power from Generation of $376 million is recorded as Operating revenues from ComEd of $369 million and Purchased power and fuel from ComEd of $7 million at Generation. For 2018, ComEd’s Purchased power from Generation of $529 million is recorded as Operating revenues from ComEd of $523 million and Purchased power and fuel from ComEd of $6 million at Generation.
(c)Generation provides electric supply to PECO under contracts executed through PECO’s competitive procurement process. In addition, Generation has a ten-year agreement with PECO to sell solar AECs.
(c)(d)Generation provides a portion of BGE’s energy requirements under its MDPSC-approved market-based SOS and gas commodity programs.
(d)(e)Generation provides electric supply to Pepco under contracts executed through Pepco's competitive procurement process approved by the MDPSC and DCPSC.
(e)(f)Generation provides a portion of DPL's energy requirements under its MDPSC and DPSC approved market based SOS and gas commodity programs.

363

Table of Contents
Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 24 — Related Party Transactions

(f)(g)Generation provides electric supply to ACE under contracts executed through ACE's competitive procurement process.
(g)Generation requires electricity
PHI
PHI’s Operating revenues from affiliates are primarily with BSC for its own use at its generating stations. Generation purchases electricity and distribution and transmission services that PHISCO provides to BSC.
Operating and maintenance expense from PECO and BGE and only distribution and transmission services from ComEd for the delivery of electricity to its generating stations.
(h)Generation receives a variety of corporate support services from BSC and PHISCO, including legal, human resources, financial, information technology and supply management services. All services are provided at cost, including applicable overhead. A portion of such services is capitalized.
(i)The balance consists of interest owed to Exelon Corporation related to the senior unsecured notes, as well as, expense related to certain invoices Exelon Corporation processed on behalf of Generation.
(j)Generation has long-term payables to ComEd and PECO as a result of the nuclear decommissioning contractual construct whereby, to the extent NDT funds are greater than the underlying ARO at the end of decommissioning, such amounts are due back to ComEd and PECO, as applicable, for payment to their respective customers. See Note 15—Asset Retirement Obligations for additional information.
(k)In connection with the debt obligations assumed by Exelon as part of the Constellation merger, Exelon and subsidiaries of Generation (former Constellation subsidiaries) assumed intercompany loan agreements that mirror the terms and amounts of the third-party debt obligations of Exelon, resulting in intercompany notes payable included in Long-term Debt to affiliates in Generation’s Consolidated Balance Sheets and intercompany notes receivable at Exelon Corporate, which are eliminated in consolidation in Exelon’s Consolidated Balance Sheets.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

ComEd
The financial statementsRegistrants receive a variety of ComEd include related party transactions as presented incorporate support services from BSC. Pepco, DPL and ACE also receive corporate support services from PHISCO. See Note 1 - Significant Accounting Policies for additional information regarding BSC and PHISCO.
The following table presents the tables below:service company costs allocated to the Registrants:
  Operating and maintenance from affiliates Operating and maintenance Capitalized costs
  For the years ended December 31, For the years ended December 31, For the years ended December 31,
  2019 2018 2017 2017 2019 2018 2017
Exelon              
BSC 
 
 
 
 $516
 $448
 $330
PHISCO 
 
 
 
 72
 79
 
Generation              
   BSC $570
 $652
 $689
 $
 66
 67
 98
ComEd              
   BSC 263
 265
 270
 
 148
 135
 118
PECO              
   BSC 149
 146
 146
 
 88
 64
 59
BGE              
   BSC 157
 157
 152
 
 126
 79
 54
PHI              
   BSC 139
 147
 145
 
 88
 102
 
   PHISCO (a)
 
 
 
 
 72
 79
 
Pepco              
   BSC 85
 89
 53
 
 38
 40
 
   PHISCO (a)
 124
 137
 5
 219
 33
 32
 
   PES (b)
 
 
 
 29
 
 
 
DPL              
   BSC 52
 51
 31
 
 25
 28
 
   PHISCO (a)
 100
 111
 
 165
 20
 25
 
   PES (b)
 
 
 
 9
 
 
 
ACE              
   BSC 42
 42
 25
 
 19
 20
 
   PHISCO (a)
 90
 98
 
 135
 19
 21
 
 
For the Years Ended
December 31,
 2018 2017 2016
Operating revenues from affiliates     
Generation$9

$9

$7
BSC 
7
 6
 6
PECO10
 
 1
BGE1
 
 1
Total operating revenues from affiliates$27
 $15
 $15
Purchased power from affiliates     
Generation (a)
$529
 $108
 $47
Operating and maintenance from affiliates     
BSC (b)
$265
 $270
 $225
PECO1
 
 1
BGE1
 
 1
Total operating and maintenance from affiliates$267
 $270
 $227
Interest expense to affiliates, net:     
ComEd Financing III$13
 $13
 $13
Capitalized costs     
BSC (b)
$135
 $118
 $112
Cash dividends paid to parent$459
 $422
 $369
Contributions from parent$500
 $651
 $315
 December 31,
 2018 2017
Prepaid voluntary employee beneficiary association trust (c)
$5
 $2
Receivables from affiliates (current):   
Voluntary employee beneficiary association trust$1
 $1
Generation19
 12
Total receivables from affiliates (current)$20
 $13
Receivables from affiliates (noncurrent):   
Generation (d)
$2,217
 $2,528
Payables to affiliates (current):   
Generation (a)
$55
 $28
BSC (b)
56
 39
ComEd Financing III4
 4
Exelon Corporate4
 3
Total payables to affiliates (current)$119
 $74
Long-term debt to ComEd financing trust:   
ComEd Financing III$205
 $205
__________
(a)ComEd procures a portion of its electricity supply requirements from Generation under an ICC-approved RFP contract. ComEd also purchases RECs and ZECs from Generation.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

(b)ComEd receives a variety of corporate support services from BSC, including legal, human resources, financial, information technology and supply management services. All services are provided at cost, including applicable overhead. A portion of such services is capitalized.
(c)The voluntary employee benefit association trusts covering active employees are included in corporate operations and are funded by the Registrants. A prepayment to the active welfare plans has accumulated due to actuarially determined contribution rates, which are the basis for ComEd’s contributions to the plans, being higher than actual claim expense incurred by the plans over time. The prepayment is included in other current assets.
(d)ComEd has a long-term receivable from Generation as a result of the nuclear decommissioning contractual construct for generating facilities previously owned by ComEd. To the extent the assets associated with decommissioning are greater than the applicable ARO at the end of decommissioning, such amounts are due back to ComEd for payment to ComEd’s customers.
PECO
The financial statements of PECO include related party transactions as presented in the tables below:
 
For the Years Ended
December 31,
 2018 2017 2016
Operating revenues from affiliates:     
Generation (a)
$2

$1

$3
BSC3
 5
 3
ComEd1
 
 1
BGE1
 1
 1
ACE1
 
 
Total operating revenues from affiliates$8
 $7
 $8
Purchased power from affiliates     
Generation (b)
$126
 $135
 $287
Operating and maintenance from affiliates:     
BSC (c)
$146
 $146
 $142
Generation2
 2
 2
ComEd

7
 
 1
BGE1
 1
 1
Total operating and maintenance from affiliates$156
 $149
 $146
Interest expense to affiliates, net:     
PECO Trust III$6
 $6
 $6
PECO Trust IV6
 6
 6
Exelon Corporate

2
 
 
Generation
 (1) 
Total interest expense to affiliates, net:$14
 $11
 $12
Capitalized costs     
BSC (c)
$64
 $59
 $57
Cash dividends paid to parent$306
 $288
 $277
Contributions from parent$89
 $16
 $18

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

 December 31,
 2018 2017
Prepaid voluntary employee beneficiary association trust (d)
$1
 $
Receivables from affiliates (noncurrent):   
Generation (e)
$389
 $537
Payables to affiliates (current):   
Generation (b)
$30
 $22
BSC (c)
26
 29
Exelon Corporate2
 1
PECO Trust III1
 1
Total payables to affiliates (current)$59
 $53
Long-term debt to financing trusts:   
PECO Trust III$81
 $81
PECO Trust IV103
 103
Total long-term debt to financing trusts$184
 $184
__________
(a)PECO provides energy to Generation for Generation’s own use.
(b)PECO purchases electric supply from Generation under contracts executed through its competitive procurement process. In addition, PECO has five-year and ten-year agreements with Generation to purchase non-solar and solar AECs, respectively.
(c)PECO receives a variety of corporate support services from BSC, including legal, human resources, financial, information technology and supply management services. All services are provided at cost, including applicable overhead. A portion of such services is capitalized.
(d)The voluntary employee beneficiary association trusts covering active employees are included in corporate operations and are funded by the Registrants. A prepayment to the active welfare plans has accumulated due to actuarially determined contribution rates, which are the basis for PECO’s contributions to the plans, being higher than actual claim expense incurred by the plans over time.
(e)PECO has a long-term receivable from Generation as a result of the nuclear decommissioning contractual construct, whereby, to the extent the assets associated with decommissioning are greater than the applicable ARO at the end of decommissioning, such amounts are due back to PECO for payment to PECO’s customers.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

BGE
The financial statements of BGE include related party transactions as presented in the tables below:
 
For the Years Ended
December 31,
 2018 2017 2016
Operating revenues from affiliates:     
Generation (a)
$22

$10

$13
BSC 
5
 5
 6
ComEd1
 
 1
PECO1
 1
 1
Total operating revenues from affiliates$29
 $16
 $21
Purchased power from affiliates     
Generation (b)
$257
 $384
 $604
Operating and maintenance from affiliates:     
BSC (c)
$157
 $152
 $130
Generation3
 
 
ComEd1
 
 1
PECO1
 1
 1
Total operating and maintenance from affiliates$162
 $153
 $132
Interest expense to affiliates, net:     
BGE Capital Trust II$
 $10
 $16
Capitalized costs     
BSC (c)
$79
 $54
 $36
Cash dividends paid to parent$209
 $198
 $179
Contributions from parent$109
 $184
 $61
 December 31,
 2018 2017
Receivables from affiliates (current):   
Other$1
 $1
Payables to affiliates (current):   
Generation (b)
$24
 $24
BSC (c)
38
 25
Exelon Corporate2
 1
Other1
 2
Total payables to affiliates (current)$65
 $52
__________
(a)
BGE provides energy to Generation for Generation’s own use.
(b)BGE procures a portion of its electricity and gas supply requirements from Generation under its MDPSC-approved market-based SOS and gas commodity programs.
(c)BGE receives a variety of corporate support services from BSC, including legal, human resources, financial, information technology and supply management services. All services are provided at cost, including applicable overhead. A portion of such services is capitalized.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

PHI
The financial statements of PHI include related party transactions as presented in the tables below:
 Successor
 For the Year Ended December 31, For the Year Ended December 31, March 24, 2016 to December 31,
 2018 2017 2016
Operating revenues from affiliates:     
BSC$12
 $48
 $44
PHISCO1
 2
 
Generation2
 
 1
Total operating revenues from affiliates$15
 $50
 $45
Purchased power from affiliates     
Generation$355
 $463
 $486
Operating and maintenance from affiliates:     
BSC (a)
$147
 $145
 $86
Other5
 5
 3
Total operating and maintenance from affiliates$152
 $150
 $89
Earnings (losses) in equity method investments:     
Other$1
 $
 $
Capitalized costs:     
BSC (a)
$102
 $
 $
PHISCO (a)
79
 
 
Total capitalized costs$181
 $
 $
Cash dividends paid to parent$326
 $311
 $273
Contributions from parent$385
 $758
 $1,251
 December 31,
 2018 2017
Payables to affiliates (current):   
Generation$40
 $54
BGE
 1
BSC(a)
41
 24
Exelon Corporate6
 6
Other7
 5
Total payables to affiliates (current)$94
 $90
__________
(a)PHI receives a variety of corporate support services from BSC and PHISCO, including legal, human resources, financial, information technology and supply management services. All services are provided at cost, including applicable overhead. A portion of such services is capitalized.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

Pepco
The financial statements of Pepco include related party transactions as presented in the tables below:
 
For the Years Ended
December 31,
 2018 2017 2016
Operating revenues from affiliates:     
Generation (a)
$1
 $
 $1
BSC1
 
 
PHISCO4
 6
 4
Total operating revenues from affiliates$6
 $6
 $5
Purchased power from affiliates     
Generation (b)
$206
 $255
 $295
Operating and maintenance:     
PHISCO (c), (e)
$
 $219
 $263
PES (d)

 29
 39
Total operating and maintenance$
 $248
 $302
Operating and maintenance from affiliates:     
BSC (c)
$89
 $53
 $31
PHISCO (c), (e)
137
 5
 4
Total operating and maintenance from affiliates$226
 $58
 $35
Capitalized costs:     
BSC (c)
$40
 $
 $
PHISCO (c)
32
 
 
Total capitalized costs$72
 $
 $
Cash dividends paid to parent$169
 $133
 $136
Contributions from parent$166
 $161
 $187
 December 31,
 2018 2017
Receivables from affiliates (current):   
DPL$1
 $
Payables to affiliates (current):   
Exelon Corporation$1
 $
Generation (b)
28
 36
BSC (c)
19
 11
PHISCO (c)
14
 27
Total payables to affiliates (current)$62
 $74
__________
(a)
Pepco provides energy to Generation for Generation’s own use.
(b)Pepco procures a portion of its electricity supply requirements from Generation under its MDPSC and DCPSC approved market based SOS commodity programs.
(c)Pepco receives a variety of corporate support services from BSC and PHISCO, including legal, human resources, financial, information technology and supply management services. All services are provided at cost, including applicable overhead. A portion of such services is capitalized.
(d)PES performed underground transmission, distribution construction and maintenance services, including services that are treated as capital costs, for Pepco.

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

(e)Due to the PHI entities' system conversion to Exelon's accounting systems on January 1, 2018, corporate support services received from PHISCO are reported in Operating and maintenance from affiliates and in Capitalized costs beginning in 2018.
(b)PES performed underground transmission, distribution construction and maintenance services, including services that are treated as capital costs, for Pepco and DPL.
DPL
The financial statements of DPL include related party transactions as presented in the tables below:
364
 
For the Years Ended
December 31,
 2018 2017 2016
Operating revenues from affiliates:     
BSC$1
 $
 $
PHISCO4
 6
 5
ComEd1
 
 
ACE1
 
 
Other1
 2
 2
Total operating revenues from affiliates$8
 $8
 $7
Purchased power from affiliates     
Generation (a)
$120
 $179
 $154
Operating and maintenance:     
PHISCO (b), (d)
$
 $165
 $194
PES (c)

 9
 8
Total operating and maintenance$
 $174
 $202
Operating and maintenance from affiliates:     
BSC (b)
$51
 $31
 $18
PHISCO (b), (d)
111
 
 
Other
 1
 1
Total operating and maintenance from affiliates$162
 $32
 $19
Capitalized costs:     
BSC (b)

$28
 $
 $
PHISCO (b)

25
 
 
Total capitalized costs$53
 $
 $
Cash dividends paid to parent$96
 $112
 $54
Contributions from parent$150
 $
 $152

 December 31,
 2018 2017
Payables to affiliates (current):   
Exelon Corporate$1
 $
Generation (a)
7
 12
BSC (b)
11
 7
PHISCO (b)
12
 27
Pepco1
 
ACE1
 
Total payables to affiliates (current)$33
 $46
__________

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 24 — Related Party Transactions
(a)DPL procures a portion of its electricity and gas supply requirements from Generation under its MDPSC and DPSC approved market based SOS and gas commodity programs.
(b)DPL receives a variety of corporate support services from BSC and PHISCO, including legal, human resources, financial, information technology and supply management services. All services are provided at cost, including applicable overhead. A portion of such services is capitalized.
(c)PES performed underground transmission construction services, including services that are treated as capital costs, for DPL.
(d)Due

Current Receivables from/Payables to the PHI entities' system conversion to Exelon's accounting systems on January 1, 2018, corporate support services received from PHISCO are reported in Operating and maintenance from affiliates in 2018.
ACE
The financial statements of ACE include related party transactions as presented in thefollowing tables below:present current receivables from affiliates and current payables to affiliates:
December 31, 2019
 
For the Years Ended
December 31,
 2018 2017 2016
Operating revenues from affiliates:     
PHISCO$2
 $1
 $2
Other1
 1
 1
Total operating revenues from affiliates$3
 $2
 $3
Purchased power from affiliates     
Generation (a)
$29
 $29
 $37
Operating and maintenance:     
PHISCO (b), (c)
$
 $135
 $155
Operating and maintenance from affiliates:     
BSC (b)
$42
 $25
 $15
PHISCO (b), (c)
98
 
 
Other2
 3
 3
Total operating and maintenance from affiliates$142
 $28
 $18
Capitalized costs:     
BSC (b)

$20
 $
 $
PHISCO (b)

21
 
 
Total capitalized costs$41
 $
 $
Cash dividends paid to parent$59
 $68
 $63
Contributions from parent$67
 $
 $139
  Receivables from affiliates:  
Payables to affiliates: Generation Comed PECO BGE ACE BSC PHISCO Other Total
Generation   $27
 $
 $
 $
 $67
 $
 $23
 $117
ComEd $78
(a)  
 
 
 54
 
 8
 140
PECO 27
 
   
 
 25
 
 3
 55
BGE 28
 
 
   
 34
 
 4
 66
PHI 
 
 
 
 
 4
 
 10
 14
Pepco 34
 
 
 
 
 16
 15
 1
 66
DPL 7
 
 
 
 3
 10
 11
 1
 32
ACE 7
 
 
 
 

 7
 10
 1
 25
Other 9
 1
 1
 1
 1
 
 
   13
Total $190
 $28
 $1
 $1
 $4
 $217
 $36
 $51
 $528
December 31, 2018
 December 31,
 2018 2017
Receivable from affiliate (current):   
DPL$1
 $
Payables to affiliates (current):   
Generation (a)
$5
 $6
BSC (b)
8
 5
PHISCO (b)
13
 18
Other2
 
Total payables to affiliates (current)$28

$29
  Receivables from affiliates:  
Payables to affiliates: Generation Comed BGE Pepco ACE BSC PHISCO Other Total
Generation   $19
 $
 $
 $
 $95
 $
 $25
 $139
ComEd $69
(a)  
 
 
 56
 
 8
 133
PECO 30
 
 
 
 
 26
 
 3
 59
BGE 24
 
   
 
 38
 
 3
 65
PHI 
 
 
 
 
 3
 
 9
 12
Pepco 28
 
 
   
 19
 14
 1
 62
DPL 7
 
 
 1
 1
 11
 12
 1
 33
ACE 5
 
 
 
   8
 13
 2
 28
Other 10
 1
 1
 
 
 
 
   12
Total $173
 $20
 $1
 $1
 $1
 $256
 $39
 $52
 $543
__________
(a)ACE purchases electric supplyAt December 31, 2019 and 2018, Generation also had a contract liability with ComEd for $37 million and $14 million, respectively, that was included in Other liabilities on Generation’s Consolidated Balance Sheets. At December 31, 2019 and 2018, ComEd had a Current Payable to Generation of $41 million and $55 million, respectively, on its Consolidated Balance Sheets, which consisted of Generation’s Current Receivable from Generation under contracts executed through its competitive procurement process.ComEd, partially offset by Generation’s contract liability with ComEd.


365

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 24 — Related Party Transactions
(b)ACE receives a variety of corporate support services from BSC and PHISCO, including legal, human resources, financial, information technology and supply management services. All services are provided at cost, including applicable overhead. A portion of such services is capitalized.
(c)Due to the PHI entities' system conversion to Exelon's accounting systems on January 1, 2018, corporate support services received from PHISCO are reported in Operating and maintenance from affiliates in 2018.

Borrowings from Exelon/PHI intercompany money pool
To provide an additional short-term borrowing option that will generally be more favorable to the borrowing participants than the cost of external financing both Exelon and PHI operate an intercompany money pool. Generation, ComEd, PECO, and PHI Corporate participate in the Exelon money pool. Pepco, DPL and ACE participate in the PHI intercompany money pool.
Noncurrent Receivables from/Payables to affiliates
Generation has long-term payables to ComEd and PECO as a result of the nuclear decommissioning contractual construct whereby, to the extent NDT funds are greater than the underlying ARO at the end of decommissioning, such amounts are due back to ComEd and PECO, as applicable, for payment to their respective customers. See Note 9 — Asset Retirement Obligations for additional information.
The following table presents noncurrent receivables from affiliates at ComEd and PECO which are recorded as noncurrent payables to affiliates at Generation:
 December 31,
 2019 2018
ComEd$2,622
 $2,217
PECO480
 389
Other1
 
Total:$3,103
 $2,606

Long-term debt to financing trusts
The following table presents Long-term debt to financing trusts:
 As of December 31,
 2019 2018
 Exelon ComEd PECO Exelon ComEd PECO
ComEd Financing III$206
 $205
 $
 $206
 $205
 $
PECO Trust III81
 
 81
 81
 
 81
PECO Trust IV103
 
 103
 103
 
 103
Total$390
 $205
 $184
 $390
 $205
 $184

Long-term debt to affiliates
In connection with the debt obligations assumed by Exelon as part of the Constellation merger, Exelon and subsidiaries of Generation (former Constellation subsidiaries) assumed intercompany loan agreements that mirror the terms and amounts of the third-party debt obligations of Exelon, resulting in intercompany notes payable included in Long-term debt to affiliates in Generation’s Consolidated Balance Sheets and intercompany notes receivable at Exelon Corporate.

366

26.
Table of Contents
Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 25 — Quarterly Data

25. Quarterly Data (Unaudited) (All Registrants)
Exelon
The data shown below, which may not equal the total for the year due to the effects of rounding and dilution, includes all adjustments that Exelon considers necessary for a fair presentation of such amounts:
 Operating Revenues Operating Income Net Income
Attributable to
Common Shareholders
 2019 2018 2019 2018 2019 2018
Quarter ended:           
March 31$9,477
 $9,691
 $1,218
 $1,099
 $907
 $583
June 307,689
 8,074
 841
 940
 484
 537
September 308,929
 9,401
 1,353
 1,144
 772
 731
December 31(a)
8,343
 8,812
 962
 706
 773
 152
 Operating Revenues Operating Income Net Income
Attributable to
Common Shareholders
 2018 2017 2018 2017 2018 2017
Quarter ended:           
March 31$9,693
 $8,747
 $1,101
 $1,308
 $585
 $990
June 308,076
 7,665
 942
 300
 539
 95
September 309,403
 8,768
 1,146
 1,499
 733
 823
December 318,814
 8,384
 708
 1,288
 152
 1,880

 Net Income
per Basic Share
 Net Income
per Diluted Share
 2019 2018 2019 2018
Quarter ended:       
March 31$0.93
 $0.60
 $0.93
 $0.60
June 300.50
 0.56
 0.50
 0.55
September 300.79
 0.76
 0.79
 0.75
December 310.79
 0.16
 0.79
 0.16

 Net Income
per Basic Share
 Net Income
per Diluted Share
 2018 2017 2018 2017
Quarter ended:       
March 31$0.61
 $1.07
 $0.60
 $1.06
June 300.56
 0.10
 0.56
 0.10
September 300.76
 0.86
 0.76
 0.85
December 310.16
 1.95
 0.16
 1.94
__________
(a)Operating revenues, Operating income and Net income attributable to common shareholders for the quarter ended December 31, 2019 include a $6 million reduction related to a correction for Pepco’s decoupling mechanism for the 2019 interim periods. See Note 1 — Significant Accounting Policies for additional information.
Generation
The data shown below includes all adjustments that Generation considers necessary for a fair presentation of such amounts:
 Operating Revenues Operating Income Net Income (Loss)
Attributable to
Membership Interest
 2019 2018 2019 2018 2019 2018
Quarter ended:           
March 31$5,296
 $5,512
 $333
 $347
 $363
 $136
June 304,210
 4,579
 147
 282
 108
 178
September 304,774
 5,278
 482
 311
 257
 234
December 314,644
 5,069
 362
 35
 397
 (178)


367

 Operating Revenues Operating Income (Loss) Net Income (Loss)
Attributable to
Membership Interest
 2018 2017 2018 2017 2018 2017
Quarter ended:           
March 31$5,512
 $4,878
 $347
 $373
 $136
 $418
June 304,579
 4,216
 282
 (427) 178
 (235)
September 305,278
 4,750
 311
 497
 234
 304
December 315,069
 4,657
 35
 504
 (178) 2,224

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 25 — Quarterly Data

ComEd
The data shown below includes all adjustments that ComEd considers necessary for a fair presentation of such amounts:
 Operating Revenues Operating Income Net Income
 2019 2018 2019 2018 2019 2018
Quarter ended:           
March 31$1,408
 $1,512
 $276
 $292
 $157
 $165
June 301,351
 1,398
 311
 288
 186
 164
September 301,583
 1,598
 328
 323
 200
 193
December 311,405
 1,373
 255
 242
 144
 141
 Operating Revenues Operating Income Net Income
 2018 2017 2018 2017 2018 2017
Quarter ended:           
March 31$1,512
 $1,298
 $292
 $314
 $165
 $141
June 301,398
 1,357
 288
 319
 164
 118
September 301,598
 1,571
 323
 404
 193
 189
December 311,373
 1,309
 242
 286
 141
 120

PECO
The data shown below includes all adjustments that PECO considers necessary for a fair presentation of such amounts:
 Operating Revenues Operating Income Net Income
 2019 2018 2019 2018 2019 2018
Quarter ended:           
March 31$900
 $866
 $222
 $142
 $168
 $113
June 30655
 653
 145
 127
 102
 96
September 30778
 757
 183
 154
 140
 126
December 31766
 765
 162
 165
 118
 124
 Operating Revenues Operating Income Net Income
 2018 2017 2018 2017 2018 2017
Quarter ended:           
March 31$866
 $796
 $142
 $192
 $113
 $127
June 30653
 630
 127
 137
 96
 88
September 30757
 715
 154
 169
 126
 112
December 31765
 729
 165
 157
 124
 107

BGE
The data shown below includes all adjustments that BGE considers necessary for a fair presentation of such amounts:
 Operating Revenues Operating Income Net Income
 2019 2018 2019 2018 2019 2018
Quarter ended:           
March 31$976
 $977
 $220
 $177
 $160
 $128
June 30649
 662
 80
 85
 45
 51
September 30703
 731
 91
 103
 55
 63
December 31779
 799
 142
 109
 99
 71


368

 Operating Revenues Operating Income Net Income
 2018 2017 2018 2017 2018 2017
Quarter ended:           
March 31$977
 $951
 $177
 $228
 $128
 $125
June 30662
 674
 85
 98
 51
 45
September 30731
 738
 103
 124
 63
 62
December 31799
 813
 109
 163
 71
 76

Table of Contents
Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)


Note 25 — Quarterly Data

PHI
The data shown below includes all adjustments that PHI considers necessary for a fair presentation of such amounts:
 Operating Revenues Operating Income Net Income
 2019 2018 2019 2018 2019 2018
Quarter ended:           
March 31$1,228
 $1,249
 $175
 $124
 $117
 $63
June 301,091
 1,074
 165
 151
 106
 82
September 301,380
 1,359
 256
 243
 189
 185
December 31(a)
1,107
 1,115
 128
 124
 65
 62

 Operating Revenues Operating Income 
Net Income Attributable to
Membership Interest
 2018 2017 2018 2017 2018 2017
Quarter ended:           
March 31$1,251
 $1,175
 $126
 $180
 $65
 $140
June 301,076
 1,074
 153
 148
 84
 66
September 301,361
 1,310
 245
 285
 187
 153
December 311,117
 1,121
 126
 159
 62
 4
__________
(a)Operating revenues, Operating income and Net income attributable to common shareholders for the quarter ended December 31, 2019 include a $6 million reduction related to a correction for Pepco’s decoupling mechanism for the 2019 interim periods. See Note 1 — Significant Accounting Policies for additional information.
Pepco
The data shown below includes all adjustments that Pepco considers necessary for a fair presentation of such amounts:
 Operating Revenues Operating Income Net Income
 2019 2018 2019 2018 2019 2018
Quarter ended:           
March 31$575
 $555
 $84
 $54
 $55
 $29
June 30531
 521
 93
 83
 64
 52
September 30642
 626
 127
 110
 98
 87
December 31(a)
513
 529
 57
 63
 26
 36

 Operating Revenues Operating Income Net Income
 2018 2017 2018 2017 2018 2017
Quarter ended:           
March 31$557
 $530
 $56
 $79
 $31
 $58
June 30523
 514
 85
 84
 54
 43
September 30628
 604
 112
 149
 89
 87
December 31531
 510
 65
 87
 36
 17
_________
(a)Operating revenues, Operating income and Net income attributable to common shareholders for the quarter ended December 31, 2019 include a $6 million reduction related to a correction for Pepco’s decoupling mechanism for the 2019 interim periods. See Note 1 — Significant Accounting Policies for additional information.
DPL
The data shown below includes all adjustments that DPL considers necessary for a fair presentation of such amounts:
 Operating Revenues Operating Income Net Income
 2019 2018 2019 2018 2019 2018
Quarter ended:           
March 31$380
 $384
 $72
 $49
 $53
 $31
June 30287
 289
 44
 42
 30
 26
September 30319
 328
 51
 51
 33
 33
December 31319
 331
 50
 48
 31
 30


369

Table of Contents
Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)

Note 25 — Quarterly Data
 Operating Revenues Operating Income Net Income
 2018 2017 2018 2017 2018 2017
Quarter ended:           
March 31$384
 $362
 $49
 $78
 $31
 $57
June 30289
 282
 42
 41
 26
 19
September 30328
 327
 51
 59
 33
 31
December 31331
 330
 48
 52
 30
 14

ACE
The data shown below includes all adjustments that ACE considers necessary for a fair presentation of such amounts:
 Operating Revenues Operating Income Net Income (Loss)
 2019 2018 2019 2018 2019 2018
Quarter ended:           
March 31$273
 $310
 $21
 $23
 $10
 $7
June 30274
 265
 28
 25
 14
 8
September 30419
 406
 79
 84
 63
 61
December 31274
 254
 23
 14
 12
 (1)

 Operating Revenues Operating Income Net Income (Loss)
 2018 2017 2018 2017 2018 2017
Quarter ended:           
March 31$310
 $275
 $23
 $25
 $7
 $28
June 30265
 270
 25
 25
 8
 8
September 30406
 370
 84
 79
 61
 41
December 31254
 271
 14
 28
 (1) 

Combined Notes to Consolidated Financial Statements - (Continued)
(Dollars in millions, except per share data unless otherwise noted)

27. Subsequent Events (Exelon and Generation)
Generation’s Antelope Valley, a 242 MW solar facility in Lancaster, CA, sells all of its output to Pacific Gas and Electric Company (PG&E) through a PPA. As of December 31, 2018, Generation had approximately $750 million and $510 million of net long-lived assets and nonrecourse debt outstanding, respectively, related to Antelope Valley. The nonrecourse debt is guaranteed by the DOE Loan Programs Office. Neither the guarantor nor the lender have recourse against Exelon or Generation in the event of default.
On January 29, 2019, PG&E filed for protection under Chapter 11 of the U.S. Bankruptcy Code. PG&E’s bankruptcy creates an event of default for Antelope Valley’s nonrecourse debt. As such, Antelope Valley is currently in discussions with the DOE Loan Programs Office, and the debt has not yet been accelerated. Given that the event of default did not occur until January 2019, the debt continued to be classified as non-current on Exelon’s and Generation’s Consolidated Balance Sheets as of December 31, 2018, and may be reclassified to current in 2019.
Generation has also assessed and determined that Antelope Valley’s long-lived assets are not impaired as of December 31, 2018. Changes in assumptions such as the likelihood of the PPA being rejected as part of the bankruptcy proceedings could potentially result in future impairments of Antelope Valley. The impairment loss could be substantially all of the net long-lived assets if Antelope Valley was valued without the PPA. Generation is monitoring the bankruptcy proceedings for any changes in circumstances that would indicate the carrying amount of the net long-lived assets of Antelope Valley may not be recoverable.
Antelope Valley is a wholly owned indirect subsidiary of EGR IV, which had approximately $1,990 million and $830 million of additional net long-lived assets and nonrecourse debt outstanding, respectively, as of December 31, 2018. EGR IV is a wholly owned indirect subsidiary of Exelon and Generation and includes Generation's interest in EGRP and other projects with non-controlling interests. EGR IV is currently not in default, however, an acceleration of Antelope Valley’s debt could impact EGR IV. The lenders do not have recourse against Exelon or Generation in the event of default by EGR IV. See Note 2 - Variable Interest Entities for additional details on EGRP and Note 13 — Debt and Credit Agreements for additional details on Generation's nonrecourse project financings.

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
All Registrants
None.
ITEM 9A.CONTROLS AND PROCEDURES
All Registrants—Disclosure Controls and Procedures
During the fourth quarter of 2018,2019, each registrant’s management, including its principal executive officer and principal financial officer, evaluated the effectiveness of that registrant’s disclosure controls and procedures related to the recording, processing, summarizing and reporting of information in that registrant’s periodic reports that it files with the SEC. These disclosure controls and procedures have been designed by each registrant to ensure that (a) information relating to that registrant, including its consolidated subsidiaries, that is required to be included in filings under the Securities Exchange Act of 1934, 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 December 31, 2018,2019, the principal executive officer and principal financial officer of each registrant concluded that such registrant’s disclosure controls and procedures were effective to accomplish their objectives.
All Registrants—Changes in Internal Control Over Financial Reporting
Each registrant continually strives to improve its disclosure controls and procedures to enhance the quality of its financial reporting and to maintain dynamic systems that change as conditions warrant. However, there have been no changes in internal control over financial reporting that occurred during the fourth quarter of 20182019 that have materially affected, or are reasonably likely to materially affect, any of the registrant's internal control over financial reporting.
All Registrants—Internal Control Over Financial Reporting
Management is required to assess and report on the effectiveness of its internal control over financial reporting as of December 31, 2018.2019. As a result of that assessment, management determined that there were no material weaknesses as of December 31, 20182019 and, therefore, concluded that each registrant’s internal control over financial reporting was effective. Management’s Report on Internal Control Over Financial Reporting is included in ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
ITEM 9B.OTHER INFORMATION
All Registrants
None.


PART III
Exelon Generation Company, LLC, PECO Energy Company, Baltimore Gas and Electric Company, Pepco Holdings LLC, Potomac Electric Power Company, Delmarva Power & Light Company and Atlantic City Electric Company meet the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K for a reduced disclosure format. Accordingly, all items in this section relating to Generation, PECO, BGE, PHI, Pepco, DPL and ACE are not presented.
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Executive Officers
The information required by ITEM 10. relating to executive officers is set forth above in ITEM 1. BUSINESS—Executive officers of the Registrants at February 8, 2019.11, 2020.
Directors, Director Nomination Process and Audit Committee
The information required under ITEM 10 concerning directors and nominees for election as directors at the annual meeting of shareholders (Item 401 of Regulation S-K), the director nomination process (Item 407(c)(3)), the audit committee (Item 407(d)(4) and (d)(5)) and the beneficial reporting compliance (Sec. 16(a)) is incorporated herein by reference to information to be contained in Exelon’s definitive 20192020 proxy statement (2019(2020 Exelon Proxy Statement) and the ComEd information statement (2019(2020 ComEd Information Statement) to be filed with the SEC on or before April 30, 20192020 pursuant to Regulation 14A or 14C, as applicable, under the Securities Exchange Act of 1934.
Code of Ethics
Exelon’s Code of Business Conduct is the code of ethics that applies to Exelon’s and ComEd’s Chief Executive Officer, Chief Financial Officer, Corporate Controller, and other finance organization employees. The Code of Business Conduct is filed as Exhibit 14 to this report and is available on Exelon’s website at www.exeloncorp.com. The Code of Business Conduct will be made available, without charge, in print to any shareholder who requests such document from Carter C. Culver, Senior Vice President and Deputy General Counsel, Exelon Corporation, P.O. Box 805398, Chicago, Illinois 60680-5398.
If any substantive amendments to the Code of Business Conduct are made or any waivers are granted, including any implicit waiver, from a provision of the Code of Business Conduct, to its Chief Executive Officer, Chief Financial Officer or Corporate Controller, Exelon will disclose the nature of such amendment or waiver on Exelon’s website, www.exeloncorp.com, or in a report on Form 8-K.




ITEM 11.EXECUTIVE COMPENSATION
The information required by this item will be set forth under Executive Compensation Data and Report of the Compensation Committee in the Exelon Proxy Statement for the 20192020 Annual Meeting of Shareholders or the ComEd 20192020 Information Statement, which are incorporated herein by reference.




ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The additional information required by this item will be set forth under Ownership of Exelon Stock in the 20192020 Exelon Proxy Statement or the ComEd 20192020 Information Statement and incorporated herein by reference.
Securities Authorized for Issuance under Exelon Equity Compensation Plans
[A] [B] [C][A] [B] [C]
Plan Category
Number of securities to
be issued upon
exercise of outstanding
Options, warrants and
rights (Note 1)
 
Weighted-average
price of outstanding
Options, warrants
and rights (Note 2)
 
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in
column [B]) (Note 3)
Number of securities to
be issued upon
exercise of outstanding
Options, warrants and
rights (Note 1)
 
Weighted-average
price of outstanding
Options, warrants
and rights (Note 2)
 
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in
column [A]) (Note 3)
Equity compensation plans approved by security holders10,401,300
 $23.77
 30,071,500
8,738,206
 $21.17
 31,091,584
__________
(1)Balance includes stock options, unvested performance shares, and unvested restricted shares granted under the Exelon LTIP or predecessor company plans including shares awarded under those plans and deferred into the stock deferral plan, and deferred stock units granted to directors as part of their compensation. Unvested performance shares are subject to performance metrics ranging from 0% to 150% of target award values and to a total shareholder return modifier. For performance shares granted in 2016, 2017, 2018 and 2018,2019, the total includes the number of shares that could be issued pursuant to the terms of the Exelon LTIP plan, which provides that final payouts are made 50% in shares of stock and 50% in cash, and if the performance and total shareholder return modifier metrics were both at maximum, representing a best case performance scenario, for a total of 4,942,1004,005,200 shares. If the performance and total shareholder return modifier metrics were at target, the number of securities to be issued for such awards would be 2,471,000.2,002,600. The deferred stock units granted to directors includes 433,400467,218 shares to be issued upon the conversion of deferred stock units awarded to members of the Exelon Board of Directors. Conversion of the deferred stock units to shares occurs after a director terminates service to the Exelon board or the board of any of its subsidiary companies. See Note 1920 — Stock-Based Compensation Plans of the Combined Notes to Consolidated Financial Statements for additional information about the material features of the plans.
(2)The weighted-average price reported in column B does not take the performance shares and shares credited to deferred compensation plans into account.
(3)Includes 18,410,70017,125,705 shares remaining available for issuance from the employee stock purchase plan.
No ComEd securities are authorized for issuance under equity compensation plans.




ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The additional information required by this item will be set forth under Related Persons Transactions and Director Independence in the Exelon Proxy Statement for the 20192020 Annual Meeting of Shareholders or the ComEd 20192020 Information Statement, which are incorporated herein by reference.




ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item will be set forth under The Ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Accountant for 20192020 in the Exelon Proxy Statement for the 20192020 Annual Meeting of Shareholders and the ComEd 20192020 Information Statement, which are incorporated herein by reference.


PART IV
ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)The following documents are filed as a part of this report:
(1) Exelon
(i)  Financial Statements (Item 8):
  
   Report of Independent Registered Public Accounting Firm dated February 8, 201911, 2020 of PricewaterhouseCoopers LLP
  
   Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2019, 2018 2017 and 20162017
   
   Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 2017 and 20162017
   
   Consolidated Balance Sheets at December 31, 20182019 and 20172018
   
   Consolidated Statements of Changes in Equity for the Years Ended December 31, 2018, 2017 and 2016
   
   Notes to Consolidated Financial Statements
   
(ii)  Financial Statement Schedules:
   
   Schedule I—Condensed Financial Information of Parent (Exelon Corporate) at December 31, 20182019 and 20172018 and for the Years Ended December 31, 2019, 2018 2017 and 20162017
   
   Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2019, 2018 2017 and 20162017
   
   Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto.


Exelon Corporation and Subsidiary Companies
Schedule I – Condensed Financial Information of Parent (Exelon Corporate)
Condensed Statements of Operations and Other Comprehensive Income
 
 
For the Years Ended
December 31,
(In millions)2019 2018 2017
Operating expenses     
Operating and maintenance$33
 $(5) $10
Operating and maintenance from affiliates9
 9
 25
Other1
 4
 4
Total operating expenses43
 8
 39
Operating loss(43) (8) (39)
Other income and (deductions)     
Interest expense, net(321) (312) (315)
Equity in earnings of investments3,254
 2,183
 4,407
Interest income from affiliates, net39
 42
 40
Other, net14
 3
 1
Total other income2,986
 1,916
 4,133
Income before income taxes2,943
 1,908
 4,094
Income taxes7
 (97) 315
Net income$2,936
 $2,005
 $3,779
Other comprehensive income (loss)     
Pension and non-pension postretirement benefit plans:     
Prior service benefit reclassified to periodic costs$(64) $(66) $(56)
Actuarial loss reclassified to periodic cost148
 247
 197
Pension and non-pension postretirement benefit plan valuation adjustment(289) (143) 10
Unrealized gain on cash flow hedges1
 12
 3
Unrealized gain on marketable securities
 
 6
Unrealized gain on equity investments
 1
 6
Unrealized (loss) gain on foreign currency translation
 (10) 7
Other comprehensive income (loss)(204)
41

173
Comprehensive income$2,732
 $2,046
 $3,952

 
For the Years Ended
December 31,
(In millions)2018 2017 2016
Operating expenses     
Operating and maintenance$(5) $10
 $221
Operating and maintenance from affiliates9
 25
 51
Other4
 4
 4
Total operating expenses8
 39
 276
Operating loss(8) (39) (276)
Other income and (deductions)     
Interest expense, net(312) (315) (312)
Equity in earnings of investments2,188
 4,414
 1,508
Interest income from affiliates, net42
 40
 39
Other, net3
 1
 7
Total other income1,921
 4,140
 1,242
Income before income taxes1,913
 4,101
 966
Income taxes(97) 315
 (155)
Net income$2,010
 $3,786
 $1,121
Other comprehensive income (loss)     
Pension and non-pension postretirement benefit plans:     
Prior service benefit reclassified to periodic costs$(66) $(56) $(48)
Actuarial loss reclassified to periodic cost247
 197
 184
Pension and non-pension postretirement benefit plan valuation adjustment(143) 10
 (181)
Unrealized gain on cash flow hedges12
 3
 2
Unrealized gain on marketable securities
 6
 1
Unrealized gain (loss) on equity investments1
 6
 (4)
Unrealized (loss) gain on foreign currency translation(10) 7
 10
Other comprehensive income (loss)41

173

(36)
Comprehensive income$2,051
 $3,959
 $1,085




See the Notes to Financial Statements


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Table of Contents




Exelon Corporation and Subsidiary Companies
Schedule I – Condensed Financial Information of Parent (Exelon Corporate)
Condensed Statements of Cash Flows
 
 
For the Years Ended
December 31,
(In millions)2019 2018 2017
Net cash flows provided by operating activities$1,948
 $2,576
 $1,914
Cash flows from investing activities     
Changes in Exelon intercompany money pool95
 1
 (129)
Investment in affiliates(1,071) (1,231) (1,710)
Other investing activities
 
 (5)
Net cash flows used in investing activities(976)
(1,230)
(1,844)
Cash flows from financing activities     
Changes in short-term borrowings136
 
 
Proceeds from short-term borrowings with maturities greater than 90 days
 
 500
Retirement of long-term debt
 
 (569)
Common stock issued from treasury stock
 
 1,150
Dividends paid on common stock(1,408) (1,332) (1,236)
Proceeds from employee stock plans112
 105
 150
Other financing activities
 (4) (9)
Net cash flows used in financing activities(1,160) (1,231) (14)
(Decrease) Increase in cash, cash equivalents and restricted cash(188) 115
 56
Cash, cash equivalents and restricted cash at beginning of period189
 74
 18
Cash, cash equivalents and restricted cash at end of period$1
 $189
 $74

 
For the Years Ended
December 31,
(In millions)2018 2017 2016
Net cash flows provided by operating activities$2,581
 $1,921
 $1,029
Cash flows from investing activities     
Changes in Exelon intercompany money pool1
 (129) 1,390
Investment in affiliates(1,236) (1,717) (1,757)
Acquisition of business
 
 (6,962)
Other investing activities
 (5) 5
Net cash flows used in investing activities(1,235)
(1,851)
(7,324)
Cash flows from financing activities     
Issuance of long-term debt
 
 1,800
Proceeds from short-term borrowings with maturities greater than 90 days
 500
 
Retirement of long-term debt
 (569) (46)
Common stock issued from treasury stock
 1,150
 
Dividends paid on common stock(1,332) (1,236) (1,166)
Proceeds from employee stock plans105
 150
 55
Other financing activities(4) (9) (20)
Net cash flows (used in) provided by financing activities(1,231) (14) 623
Increase (Decrease) in cash, cash equivalents and restricted cash115
 56
 (5,672)
Cash, cash equivalents and restricted cash at beginning of period74
 18
 5,690
Cash, cash equivalents and restricted cash at end of period$189
 $74
 $18


See the Notes to Financial Statements


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Table of Contents




Exelon Corporation and Subsidiary Companies
Schedule I – Condensed Financial Information of Parent (Exelon Corporate)
Condensed Balance Sheets
 
December 31,December 31,
(In millions)2018 20172019 2018
ASSETS      
Current assets      
Cash and cash equivalents$189
 $74
$1
 $189
Accounts receivable, net      
Other accounts receivable48
 431
168
 48
Accounts receivable from affiliates44
 33
41
 44
Mark-to-market derivative assets

3
 
Notes receivable from affiliates216
 217
679
 216
Regulatory assets182
 284
253
 182
Other4
 4
4
 4
Total current assets683
 1,043
1,149
 683
Property, plant and equipment, net48
 50
47
 48
Deferred debits and other assets      
Regulatory assets3,742
 3,697
3,772
 3,742
Investments in affiliates40,448
 39,311
42,245
 40,425
Deferred income taxes1,455
 1,431
1,524
 1,455
Notes receivable from affiliates898
 910
329
 898
Other235
 234
308
 235
Total deferred debits and other assets46,778
 45,583
48,178
 46,755
Total assets$47,509
 $46,676
$49,374
 $47,486


See the Notes to Financial Statements


488379

Table of Contents




Exelon Corporation and Subsidiary Companies
Schedule I – Condensed Financial Information of Parent (Exelon Corporate)
Condensed Balance Sheets
 
 December 31,
(In millions)2019 2018
LIABILITIES AND SHAREHOLDERS’ EQUITY   
Current liabilities   
Short-term borrowings$636
 $500
Long-term debt due within one year1,458
 
Accounts payable1
 1
Accrued expenses131
 184
Payables to affiliates363
 360
Regulatory liabilities13
 15
Pension obligations77
 63
Other10
 14
Total current liabilities2,689
 1,137
Long-term debt5,717
 7,147
Deferred credits and other liabilities   
Regulatory liabilities31
 32
Pension obligations7,960
 7,795
Non-pension postretirement benefit obligations403
 199
Deferred income taxes263
 233
Other87
 202
Total deferred credits and other liabilities8,744
 8,461
Total liabilities17,150
 16,745
Commitments and contingencies

 

Shareholders’ equity   
Common stock (No par value, 2,000 shares authorized, 973 shares and 968 shares outstanding at December 31, 2019 and 2018, respectively)19,274
 19,116
Treasury stock, at cost (2 shares at December 31, 2019 and 2018)(123) (123)
Retained earnings16,267
 14,743
Accumulated other comprehensive loss, net(3,194) (2,995)
Total shareholders’ equity32,224
 30,741
Total liabilities and shareholders’ equity$49,374
 $47,486

 December 31,
(In millions)2018 2017
LIABILITIES AND SHAREHOLDERS’ EQUITY   
Current liabilities   
Short-term borrowings$500
 $500
Accounts payable1
 2
Accrued expenses184
 99
Payables to affiliates360
 360
Regulatory liabilities15
 16
Pension obligations63
 65
Other14
 46
Total current liabilities1,137
 1,088
Long-term debt7,147
 7,161
Deferred credits and other liabilities   
Regulatory liabilities32
 15
Pension obligations7,795
 7,792
Non-pension postretirement benefit obligations199
 322
Deferred income taxes233
 220
Other202
 180
Total deferred credits and other liabilities8,461
 8,529
Total liabilities16,745
 16,778
Commitments and contingencies
 
Shareholders’ equity   
Common stock (No par value, 2,000 shares authorized, 968 shares and 963 shares outstanding at December 31, 2018 and 2017, respectively)19,116
 18,966
Treasury stock, at cost (2 shares at December 31, 2018 and 2017)(123) (123)
Retained earnings14,766
 14,081
Accumulated other comprehensive loss, net(2,995) (3,026)
Total shareholders’ equity30,764
 29,898
Total liabilities and shareholders’ equity$47,509
 $46,676


See the Notes to Financial Statements


489380

Table of Contents


Exelon Corporation and Subsidiary Companies
Schedule I – Condensed Financial Information of Parent (Exelon Corporate)
Notes to Financial Statements


 
1. Basis of Presentation
Exelon Corporate is a holding company that conducts substantially all of its business operations through its subsidiaries. These condensed financial statements and related footnotes have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X. These statements should be read in conjunction with the consolidated financial statements and notes thereto of Exelon Corporation.
Exelon Corporate owns 100% of all of its significant subsidiaries, either directly or indirectly, except for Commonwealth Edison Company (ComEd), of which Exelon Corporate owns more than 99%, and BGE,Baltimore Gas and Electric Company (BGE), of which Exelon owns 100% of the common stock but none of BGE’s preferred stock. BGE redeemed all of its outstanding preferred stock in 2016.
2. Mergers
On March 23, 2016, Exelon completed the merger contemplated by the Merger Agreement among Exelon, Purple Acquisition Corp., a wholly owned subsidiary of Exelon (Merger Sub) and Pepco Holdings, Inc. (PHI). As a result of that merger, Merger Sub was merged into PHI (the PHI Merger) with PHI surviving as a wholly owned subsidiary of Exelon and Exelon Energy Delivery Company, LLC (EEDC), a wholly owned subsidiary of Exelon which also owns Exelon's interests in ComEd, PECO and BGE (through a special purpose subsidiary in the case of BGE). See Note 5—Mergers, Acquisitions and Dispositions of the Combined Notes to Consolidated Financial Statements for additional information on the PHI Merger.
3. Debt and Credit Agreements
Short-Term Borrowings
Exelon Corporate meets its short-term liquidity requirements primarily through the issuance of commercial paper. Exelon Corporate had no$136 million of outstanding commercial paper borrowings at both December 31, 20182019 and no outstanding commercial paper borrowings at December 31, 2017.2018.
Short-Term Loan Agreements
On March 23, 2017, Exelon Corporate entered into a $500 million term loan agreement, which expiredwas renewed on March 22, 2018.2018 with an expiration of March 21, 2019. The loan agreement was renewed on March 22, 201820, 2019 and will expire on March 21, 2019.19, 2020. Pursuant to the loan agreement, loans made thereunder bear interest at a variable rate equal to LIBOR plus 1%0.95% and all indebtedness thereunder is unsecured. The loan agreement is reflected in Exelon’s Consolidated Balance Sheet within Short-Term borrowings.
Revolving Credit Agreements
On May 26, 2016, Exelon Corporate amended its syndicated revolving credit facility with aggregate bank commitments of $600 million through May 26, 2021. On May 26, 2018, Exelon Corporate had its maturity date extended to May 26, 2023. As of December 31, 2018,2019, Exelon Corporation had available capacity under those commitments of $591$458 million. See Note 13—16—Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information regarding Exelon Corporation’s credit agreement.

Exelon Corporation and Subsidiary Companies
Schedule I – Condensed Financial Information of Parent (Exelon Corporate)
Notes to Financial Statements

Long-Term Debt
The following tables present the outstanding long-term debt for Exelon Corporate as of December 31, 20182019 and December 31, 2017:2018:
    
Maturity
Date
 December 31,    
Maturity
Date
 December 31,
Rates 2018 2017Rates 2019 2018
Long-term debt              
Junior subordinated notes  3.50% 2022 $1,150
 $1,150
  3.50% 2022 $1,150
 $1,150
Senior unsecured notes(a)
2.45% 7.60% 2020 - 2046 5,889
 5,889
2.45%-7.60% 2020 - 2046 5,889
 5,889
Total long-term debt    7,039
 7,039
    7,039
 7,039
Unamortized debt discount and premium, net    (7) (8)    (7) (7)
Unamortized debt issuance costs    (47) (49)    (39) (47)
Fair value adjustment of consolidated subsidiary    162
 179
Fair value adjustment    182
 162
Long-term debt due within one year    (1,458) 
Long-term debt    $7,147

$7,161
    $5,717

$7,147
__________
(a)Senior unsecured notes include mirror debt that is held on both Generation and Exelon Corporation's balance sheets.
The debt maturities for Exelon Corporate for the periods 2019, 2020, 2021, 2022, 2023, 2024 and thereafter are as follows:

Exelon Corporation and Subsidiary Companies
Schedule I – Condensed Financial Information of Parent (Exelon Corporate)
Notes to Financial Statements
2019$
20201,450
2021300
20221,150
2023
Remaining years4,139
Total long-term debt$7,039

2020$1,458
2021300
20221,150
2023
2024
Remaining years4,131
Total long-term debt$7,039

4.3. Commitments and Contingencies
See Note 22—18—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for Exelon Corporate’s commitments and contingencies related to environmental matters and fund transfer restrictions.

Exelon Corporation and Subsidiary Companies
Schedule I – Condensed Financial Information of Parent (Exelon Corporate)
Notes to Financial Statements

5.4. Related Party Transactions
The financial statements of Exelon Corporate include related party transactions as presented in the tables below:
For the Years Ended
December 31,
For the Years Ended
December 31,
(In millions)2018 2017 20162019 2018 2017
Operating and maintenance from affiliates:          
BSC(a)
$11
 $23
 $51
$9
 $11
 $23
Other(2) 2
 

 (2) 2
Total operating and maintenance from affiliates:$9
 $25
 $51
$9
 $9
 $25
Interest income from affiliates, net:          
Generation$36
 $37
 $39
$36
 $36
 $37
BSC4
 3
 
3
 4
 3
Exelon Energy Delivery Company, LLC(b)
$2
 $
 $

 2
 
Total interest income from affiliates, net:$42
 $40
 $39
$39
 $42
 $40
Equity in earnings (losses) of investments:          
Exelon Energy Delivery Company, LLC(b)
$1,835
 $1,670
 $1,041
$2,054
 $1,830
 $1,663
Generation1,125
 369
 2,710
UII, LLC97
 
 41
PCI(17) 1
 6
1
 (17) 1
BSC
 1
 1

 
 1
UII, LLC
 41
 (9)
Exelon Enterprises(16) 
 1
Exelon INQB8R(8) 
 
Exelon Transmission Company, LLC1
 (10) (13)(2) 1
 (10)
Exelon Enterprise
 1
 (1)
Generation369
 2,710
 483
Other3
 
 
Total equity in earnings of investments:$2,188
 $4,414
 $1,508
$3,254
 $2,183
 $4,407
          
Cash contributions received from affiliates$2,302
 $1,879
 $1,912
$2,514
 $2,302
 $1,879

Exelon Corporation and Subsidiary Companies
Schedule I – Condensed Financial Information of Parent (Exelon Corporate)
Notes to Financial Statements


December 31,December 31,
(in millions)2018 20172019 2018
Accounts receivable from affiliates (current):      
BSC(a)
$13
 $1
$11
 $13
Generation17
 21
13
 17
ComEd4
 3
2
 4
PECO2
 1
2
 2
BGE2
 1
1
 2
PHISCO6
 6
7
 6
Exelon VTI, LLC5
 
Total accounts receivable from affiliates (current):$44
 $33
$41
 $44
Notes receivable from affiliates (current):      
BSC(a)
$116
 $217
$109
 $116
Generation(c)
100
 
558
 100
PHI12
 
Total notes receivable from affiliates (current):$216
 $217
$679
 $216
Investments in affiliates:      
BSC(a)
$197
 $196
$197
 $197
Exelon Energy Delivery Company, LLC(b)
26,702
 25,082
28,147
 26,679
Generation13,484
 13,204
PCI61
 78
62
 61
UII, LLC268
 268
365
 268
Exelon Transmission Company, LLC1
 1

 1
Voluntary Employee Beneficiary Association trust(1) (4)(4) (1)
Exelon Enterprises22
 22
6
 22
Generation13,204
 13,674
Exelon INQB8R, LLC(8) 
Other(6) (6)(4) (6)
Total investments in affiliates:$40,448
 $39,311
$42,245
 $40,425
Notes receivable from affiliates (non-current):      
Generation(c)
$898
 $910
$329
 $898
Accounts payable to affiliates (current):      
UII, LLC$360
 $360
$360
 $360
Exelon Enterprises3
 
Total accounts payable to affiliates (current):$363
 $360
__________
(a)Exelon Corporate receives a variety of corporate support services from BSC, including legal, human resources, financial, information technology and supply management services. All services are provided at cost, including applicable overhead.
(b)Exelon Energy Delivery Company, LLC consists of ComEd, PECO, BGE, PHI, Pepco, DPL and ACE.
(c)In connection with the debt obligations assumed by Exelon as part of the Constellation merger, Exelon and subsidiaries of Generation (former Constellation subsidiaries) assumed intercompany loan agreements that mirror the terms and amounts of the third-party debt obligations of Exelon, resulting in intercompany notes payable included in Long-Term Debt to affiliates in Generation’s Consolidated Balance Sheets and intercompany notes receivable at Exelon Corporate, which are eliminated in consolidation in Exelon’s Consolidated Balance Sheets.

Exelon Corporation and Subsidiary Companies
Schedule II – Valuation and Qualifying Accounts
Column A Column B Column C Column D Column E Column B Column C Column D Column E
   Additions and adjustments       Additions and adjustments    
Description 
Balance at
Beginning
of Period
 
Charged to
Costs and
Expenses
 
Charged
to Other
Accounts
 Deductions 
Balance at
End
of Period
 
Balance at
Beginning
of Period
 
Charged to
Costs and
Expenses
 
Charged
to Other
Accounts
 Deductions 
Balance at
End
of Period
 (in millions) (in millions)
For the year ended December 31, 2019          
Allowance for uncollectible accounts(a)
 $319

$119

$26
(c) 
$170
(e) 
$294
Deferred tax valuation allowance 35



(9)

 26
Reserve for obsolete materials 156

6


(d) 
7
 155
For the year ended December 31, 2018           






 

Allowance for uncollectible accounts(a)
 $322

$159

$35
(c) 
$197
(e) 
$319
 $322

$159

$35
(c) 
$197
(e) 
$319
Deferred tax valuation allowance 37



5

7
 35
 37



5

7
 35
Reserve for obsolete materials 174

25

(31)
(d) 
12
 156
 174

25

(31)
12
 156
For the year ended December 31, 2017 






 

 






 

Allowance for uncollectible accounts(a)
 $334

$126

$27
(c) 
$165
(e) 
$322
 $334

$126

$27
(b)(c) 
$165
(e) 
$322
Deferred tax valuation allowance 20



17


 37
 20



17
(b) 

 37
Reserve for obsolete materials 113

56

10

5
 174
 113

56

10
(b) 
5
 174
For the year ended December 31, 2016 






 

Allowance for uncollectible accounts(a)
 $284

$162

$99
(b)(c) 
$211
(e) 
$334
Deferred tax valuation allowance 13



10
(b) 
3
 20
Reserve for obsolete materials 105

12

1
(b) 
5
 113
__________
(a)Excludes the non-current allowance for uncollectible accounts related to PECO’s installment plan receivables of $9 million, $13 million, $15 million, and $23$15 million for the years ended December 31, 2019, 2018 2017 and 2016,2017, respectively.
(b)Primarily represents the addition of PHI's results as of March 23, 2016, the date of the mergermerger.
(c)Includes charges for late payments and non-service receivables.
(d)Primarily reflects the reclassification of assets as held for sale.
(e)Write-off of individual accounts receivable.


Exelon Generation Company, LLC and Subsidiary Companies
(2) Generation
(i) Financial Statements (Item 8):
  
  Report of Independent Registered Public Accounting Firm dated February 8, 201911, 2020 of PricewaterhouseCoopers LLP
  
  Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Consolidated Balance Sheets at December 31, 20182019 and 20172018
  
  Consolidated Statements of Changes in Equity for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Notes to Consolidated Financial Statements
  
(ii) Financial Statement Schedule:
  
  Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto


Exelon Generation Company, LLC and Subsidiary Companies
Schedule II – Valuation and Qualifying Accounts
Column A Column B Column C Column D Column E Column B Column C Column D Column E
   Additions and adjustments       Additions and adjustments    
Description 
Balance at
Beginning
of Period
 
Charged to
Costs and
Expenses
 
Charged
to Other
Accounts
 Deductions 
Balance at
End
of Period
 
Balance at
Beginning
of Period
 
Charged to
Costs and
Expenses
 
Charged
to Other
Accounts
 Deductions 
Balance at
End
of Period
 (in millions) (in millions)
For the year ended December 31, 2019          
Allowance for uncollectible accounts $104

$27

$(11)
$39
 $81
Deferred tax valuation allowance 26



(2) 
 24
Reserve for obsolete materials 145





2
 143
For the year ended December 31, 2018           






 

Allowance for uncollectible accounts $114

$44

$4

$58
 $104
 $114

$44

$4
 $58
 $104
Deferred tax valuation allowance 23



3
 
 26
 23



3
 
 26
Reserve for obsolete materials 166

20

(32)
(a) 
9
 145
 166

20

(32)
(a) 
9
 145
For the year ended December 31, 2017 






 

 






 

Allowance for uncollectible accounts $91

$34

$
 $11
 $114
 $91

$34

$

$11
 $114
Deferred tax valuation allowance 9



14
 
 23
 9
 
 14
 
 23
Reserve for obsolete materials 106

51

9
 
 166
 106

51

9


 166
For the year ended December 31, 2016 






 

Allowance for uncollectible accounts $77

$19

$3

$8
 $91
Deferred tax valuation allowance 11
 
 
 2
 9
Reserve for obsolete materials 102

6



2
 106
__________
(a)Primarily reflects the reclassification of assets as held for sale.


Commonwealth Edison Company and Subsidiary Companies
(3) ComEd
(i) Financial Statements (Item 8):
  
  Report of Independent Registered Public Accounting Firm dated February 8, 201911, 2020 of PricewaterhouseCoopers LLP
  
  Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Consolidated Balance Sheets at December 31, 20182019 and 20172018
  
  Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Notes to Consolidated Financial Statements
  
(ii) Financial Statement Schedule:
  
  Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto


Commonwealth Edison Company and Subsidiary Companies
Schedule II – Valuation and Qualifying Accounts
Column A Column B Column C Column D Column E Column B Column C Column D Column E
   Additions and adjustments       Additions and adjustments    
Description 
Balance at
Beginning
of Period
 
Charged to
Costs and
Expenses
 
Charged
to Other
Accounts
 Deductions 
Balance at
End
of Period
 
Balance at
Beginning
of Period
 
Charged to
Costs and
Expenses
 
Charged
to Other
Accounts
 Deductions 
Balance at
End
of Period
 (in millions) (in millions)
For the year ended December 31, 2019          
Allowance for uncollectible accounts $81

$35

$20
(a) 
$57
(b) 
$79
Reserve for obsolete materials 6

6



5
 7
For the year ended December 31, 2018           






 

Allowance for uncollectible accounts $73

$44

$23
(a) 
$59
(b) 
$81
 $73

$44

$23
(a) 
$59
(b) 
$81
Reserve for obsolete materials 5

3

1

3
 6
 5

3

1

3
 6
For the year ended December 31, 2017 






 

 






 

Allowance for uncollectible accounts $70

$39

$20
(a) 
$56
(b) 
$73
 $70

$39

$20
(a) 
$56
(b) 
$73
Reserve for obsolete materials 4

3

1

3
 5
 4

3

1

3
 5
For the year ended December 31, 2016 






 

Allowance for uncollectible accounts $75

$45

$23
(a) 
$73
(b) 
$70
Reserve for obsolete materials 3

4

1

4
 4
__________
(a)Primarily charges for late payments and non-service receivables.
(b)Write-off of individual accounts receivable.


PECO Energy Company and Subsidiary Companies
(4) PECO
(i) Financial Statements (Item 8):
  
  Report of Independent Registered Public Accounting Firm dated February 8, 201911, 2020 of PricewaterhouseCoopers LLP
  
  Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Consolidated Balance Sheets at December 31, 20182019 and 20172018
  
  Consolidated Statements of Changes in Shareholder's Equity for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Notes to Consolidated Financial Statements
  
(ii) Financial Statement Schedule:
  
  Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto


PECO Energy Company and Subsidiary Companies
Schedule II – Valuation and Qualifying Accounts
Column A Column B Column C Column D Column E Column B Column C Column D Column E
   Additions and adjustments       Additions and adjustments    
Description 
Balance at
Beginning
of Period
 
Charged to
Costs and
Expenses
 
Charged
to Other
Accounts
 Deductions 
Balance at
End
of Period
 
Balance at
Beginning
of Period
 
Charged to
Costs and
Expenses
 
Charged
to Other
Accounts
 Deductions 
Balance at
End
of Period
 (in millions) (in millions)
For the year ended December 31, 2019          
Allowance for uncollectible accounts(a)
 $61

$31

$3
(b)  
$33
(c)  
$62
Reserve for obsolete materials 2






 2
For the year ended December 31, 2018           






 

Allowance for uncollectible accounts(a)
 $56

$33

$3
(b)  
$31
(c)  
$61
 $56

$33

$3
(b)  
$31
(c)  
$61
Reserve for obsolete materials 2






 2
 2






 2
For the year ended December 31, 2017 






 

 






 

Allowance for uncollectible accounts(a)
 $61

$26

$4
(b)  
$35
(c)  
$56
 $61

$26

$4
(b)  
$35
(c)  
$56
Reserve for obsolete materials 2






 2
 2






 2
For the year ended December 31, 2016 






 

Allowance for uncollectible accounts(a)
 $83

$32

$7
(b)  
$61
(c)  
$61
Reserve for obsolete materials 1

1




 2
__________
(a)Excludes the non-current allowance for uncollectible accounts related to PECO’s installment plan receivables of $9 million, $13 million, $15 million, and $23$15 million for the years ended December 31, 2019, 2018, 2017, and 2016,2017, respectively.
(b)Primarily charges for late payments.
(c)Write-off of individual accounts receivable.


Baltimore Gas and Electric Company and Subsidiary Companies
(5) BGE
(i) Financial Statements (Item 8):
  
  Report of Independent Registered Public Accounting Firm dated February 8, 201911, 2020 of PricewaterhouseCoopers LLP
  
  Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Consolidated Balance Sheets at December 31, 20182019 and 20172018
  
  Consolidated Statements of Changes in Shareholder's Equity for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Notes to Consolidated Financial Statements
  
(ii) Financial Statement Schedule:
  
  Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto


Baltimore Gas and Electric Company and Subsidiary Companies
Schedule II – Valuation and Qualifying Accounts
Column A Column B Column C Column D Column E Column B Column C Column D Column E
   Additions and adjustments       Additions and adjustments    
Description 
Balance at
Beginning
of Period
 
Charged to
Costs and
Expenses
 
Charged
to Other
Accounts
 Deductions 
Balance at
End
of Period
 
Balance at
Beginning
of Period
 
Charged to
Costs and
Expenses
 
Charged
to Other
Accounts
 Deductions 
Balance at
End
of Period
 (in millions) (in millions)
For the year ended December 31, 2019          
Allowance for uncollectible accounts $20

$8

$7

$18
(a) 
$17
Deferred tax valuation allowance 1






 1
Reserve for obsolete materials 1






 1
For the year ended December 31, 2018           






 

Allowance for uncollectible accounts $24

$10

$(2)
$12
(a) 
$20
 $24

$10

$(2)
$12
(a) 
$20
Deferred tax valuation allowance 1






 1
 1






 1
Reserve for obsolete materials 

1




 1
 

1




 1
For the year ended December 31, 2017 






 

 






 

Allowance for uncollectible accounts $32

$8

$(3)
$13
(a) 
$24
 $32

$8

$(3)
$13
(a) 
$24
Deferred tax valuation allowance 1






 1
 1
 
 
 
 1
Reserve for obsolete materials 






 
 
 
 
 
 
For the year ended December 31, 2016 






 

Allowance for uncollectible accounts $49

$1

$9

$27
(a) 
$32
Deferred tax valuation allowance 1
 
 
 
 1
Reserve for obsolete materials 
 
 
 
 
__________
(a)Write-off of individual accounts receivable.




Pepco Holdings LLC and Subsidiary Companies
(6) PHI
(i) Successor Company Financial Statements (Item 8):
  
  Report of Independent Registered Public Accounting Firm dated February 8, 201911, 2020 of PricewaterhouseCoopers LLP
  
  Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2019, 2018 and 2017 and for the Period March 24, 2016 to December 31, 2016
  
  Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017 and for the Period March 24, 2016 to December 31, 2016
  
  Consolidated Balance Sheets at December 31, 20182019 and 20172018
  
  Consolidated Statements of Changes in Equity for the Years Ended December 31, 2019, 2018 and 2017 and for the Period March 24, 2016 to December 31, 2016
  
  Notes to Consolidated Financial Statements
   
(ii) Predecessor Company Financial Statements (Item 8):
Report of Independent Registered Public Accounting Firm dated February 13, 2017 of PricewaterhouseCoopers LLP
Consolidated Statements of Operations and Comprehensive Income for the Period January 1, 2016 to March 23, 2016
Consolidated Statements of Cash Flows for the Period January 1, 2016 to March 23, 2016
Consolidated Statements of Changes in Equity for the Period January 1, 2016 to March 23, 2016
Notes to Consolidated Financial Statements
(iii)Successor Financial Statement Schedule:
  
  Schedule II – Valuation and Qualifying Accounts - Forfor the Years Ended December 31, 2019, 2018 and 2017 and the Period March 24, 2016 to December 31, 2016
(iv)Predecessor Financial Statement Schedule:
Schedule II – Valuation and Qualifying Accounts - For the Period January 1, 2016 to March 23, 2016
   
  Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto


Pepco Holdings LLC and Subsidiary Companies
Schedule II – Valuation and Qualifying Accounts
Column A Column B Column C Column D Column E Column B Column C Column D Column E
   Additions and adjustments       Additions and adjustments    
Description Balance at
Beginning
of Period
 Charged to
Costs and
Expenses
 Charged
to Other
Accounts
 Deductions Balance at
End
of Period
 Balance at
Beginning
of Period
 Charged to
Costs and
Expenses
 Charged
to Other
Accounts
 Deductions Balance at
End
of Period
 (in millions) (in millions)
For the Year Ended December 31, 2018 (Successor)
          
For the Year Ended December 31, 2019          
Allowance for uncollectible accounts $55
 $28
 $7
(a) 
$37
(b) 
$53
 $53
 $17
 $7
(a) 
$24
(b) 
$53
Deferred tax valuation allowance 13
 
 2
 7
 8
 8
 
 (8) 
 
Reserve for obsolete materials 2
 
 
 
 2
 2
 1
 
 
 3
For the Year Ended December 31, 2017 (Successor)
          
For the Year Ended December 31, 2018          
Allowance for uncollectible accounts $80
 $19
 $6
(a) 
$50
(b) 
$55
 $55
 $28
 $7
(a) 
$37
(b) 
$53
Deferred tax valuation allowance 10
 
 3
 
 13
 13
 
 2
 7
 8
Reserve for obsolete materials 2
 2
 
 2
 2
 2
 
 
 
 2
March 24, 2016 to December 31, 2016 (Successor)
          
For the Year Ended December 31, 2017          
Allowance for uncollectible accounts $52
 $65
 $5
(a) 
$42
(b) 
$80
 $80
 $19
 $6
(a) 
$50
(b) 
$55
Deferred tax valuation allowance 63
 
 (53) 
 10
 10
 
 3
 
 13
Reserve for obsolete materials 
 1
 
 (1) 2
 2
 2
 
 2
 2
January 1, 2016 to March 23, 2016 (Predecessor)
          
Allowance for uncollectible accounts $56
 $16
 $2
(a) 
$22
(b) 
$52
Deferred tax valuation allowance 63
 
 
 
 63
Reserve for obsolete materials 
 
 
 ���
 
__________
(a)Primarily charges for late payments.
(b)Write-off of individual accounts receivable.




Potomac Electric Power Company
(7) Pepco
(i) Financial Statements (Item 8):
  
  Report of Independent Registered Public Accounting Firm dated February 8, 201911, 2020 of PricewaterhouseCoopers LLP
  
  Statements of Operations and Comprehensive Income for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Statements of Cash Flows for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Balance Sheets at December 31, 20182019 and 20172018
  
  Statements of Changes in Shareholder's Equity for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Notes to Financial Statements
  
(ii) Financial Statement Schedule:
  
  Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto


Potomac Electric Power Company
Schedule II – Valuation and Qualifying Accounts
Column A Column B Column C Column D Column E Column B Column C Column D Column E
   Additions and adjustments       Additions and adjustments    
Description Balance at
Beginning
of Period
 Charged to
Costs and
Expenses
 Charged
to Other
Accounts
 Deductions Balance at
End
of Period
 Balance at
Beginning
of Period
 Charged to
Costs and
Expenses
 Charged
to Other
Accounts
 Deductions Balance at
End
of Period
 (in millions) (in millions)
For the year ended December 31, 2019          
Allowance for uncollectible accounts $21
 $7
 $2
(a) 
$10
(b) 
$20
Reserve for obsolete materials 1
 
 
 
 1
For the year ended December 31, 2018                    
Allowance for uncollectible accounts $21
 $11
 $3
(a) 
$14
(b) 
$21
 $21
 $11
 $3
(a) 
$14
(b) 
$21
Reserve for obsolete materials 1
 
 
 
 1
 1
 
 
 
 1
For the year ended December 31, 2017                    
Allowance for uncollectible accounts $29
 $8
 $2
(a) 
$18
(b) 
$21
 $29
 $8
 $2
(a) 
$18
(b) 
$21
Reserve for obsolete materials 1
 1
 
 1
 1
 1
 1
 
 1
 1
For the year ended December 31, 2016          
Allowance for uncollectible accounts $17
 $29
 $3
(a) 
$20
(b) 
$29
Reserve for obsolete materials 
 3
 
 2
 1
__________
(a)Primarily charges for late payments.
(b)Write-off of individual accounts receivable.




Delmarva Power & Light Company
(8) DPL
(i) Financial Statements (Item 8):
  
  Report of Independent Registered Public Accounting Firm dated February 8, 201911, 2020 of PricewaterhouseCoopers LLP
  
  Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Statements of Cash Flows for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Balance Sheets at December 31, 20182019 and 20172018
  
  Statements of Changes in Shareholder's Equity for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Notes to Financial Statements
  
(ii) Financial Statement Schedule:
  
  Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto


Delmarva Power & Light Company
Schedule II – Valuation and Qualifying Accounts
Column A Column B Column C Column D Column E Column B Column C Column D Column E
   Additions and adjustments       Additions and adjustments    
Description Balance at
Beginning
of Period
 Charged to
Costs and
Expenses
 Charged
to Other
Accounts
 Deductions Balance at
End
of Period
 Balance at
Beginning
of Period
 Charged to
Costs and
Expenses
 Charged
to Other
Accounts
 Deductions Balance at
End
of Period
 (in millions) (in millions)
For the year ended December 31, 2019          
Allowance for uncollectible accounts $13
 $4
 $3
(a) 
$5
(b) 
$15
Reserve for obsolete materials 
 
 
 
 
For the year ended December 31, 2018                    
Allowance for uncollectible accounts $16
 $6
 $2
(a) 
$11
(b) 
$13
 $16
 $6
 $2
(a) 
$11
(b) 
$13
Reserve for obsolete materials 
 
 
 
 
 
 
 
 
 
For the year ended December 31, 2017                    
Allowance for uncollectible accounts $24
 $3
 $2
(a) 
$13
(b) 
$16
 $24
 $3
 $2
(a) 
$13
(b) 
$16
Reserve for obsolete materials 
 1
 
 1
 
 
 1
 
 1
 
For the year ended December 31, 2016          
Allowance for uncollectible accounts $17
 $23
 $2
(a) 
$18
(b) 
$24
Reserve for obsolete materials 
 1
 
 1
 
__________
(a)Primarily charges for late payments.
(b)Write-off of individual accounts receivable.


Atlantic City Electric Company and Subsidiary Company
(9) ACE
(i) Financial Statements (Item 8):
  
  Report of Independent Registered Public Accounting Firm dated February 8, 201911, 2020 of PricewaterhouseCoopers LLP
  
  Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Consolidated Balance Sheets at December 31, 20182019 and 20172018
  
  Consolidated Statements of Changes in Shareholder's Equity for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Notes to Consolidated Financial Statements
  
(ii) Financial Statement Schedule:
  
  Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2019, 2018 2017 and 20162017
  
  Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto


Atlantic City Electric Company and Subsidiary Company
Schedule II – Valuation and Qualifying Accounts
Column A Column B Column C Column D Column E Column B Column C Column D Column E
   Additions and adjustments       Additions and adjustments    
Description Balance at
Beginning
of Period
 Charged to
Costs and
Expenses
 Charged
to Other
Accounts
 Deductions Balance at
End
of Period
 Balance at
Beginning
of Period
 Charged to
Costs and
Expenses
 Charged
to Other
Accounts
 Deductions Balance at
End
of Period
 (in millions) (in millions)
For the year ended December 31, 2019          
Allowance for uncollectible accounts $19
 $5
 $2
(a) 
$8
(b) 
$18
Reserve for obsolete materials 1
 
 
 
 1
For the year ended December 31, 2018                    
Allowance for uncollectible accounts $18
 $11
 $2
(a) 
$12
(b) 
$19
 $18
 $11
 $2
(a) 
$12
(b) 
$19
Reserve for obsolete materials 1
 
 
 
 1
 1
 
 
 
 1
For the year ended December 31, 2017                    
Allowance for uncollectible accounts $27
 $8
 $2
(a) 
$19
(b) 
$18
 $27
 $8
 $2
(a) 
$19
(b) 
$18
Reserve for obsolete materials 1
 
 
 
 1
 1
 
 
 
 1
For the year ended December 31, 2016          
Allowance for uncollectible accounts $17
 $32
 $2
(a) 
$24
(b) 
$27
Reserve for obsolete materials 
 1
 
 
 1
__________
(a)Primarily charges for late payments.
(b)Write-off of individual accounts receivable.


Exhibits required by Item 601 of Regulation S-K:
Certain of the following exhibits are incorporated herein by reference under Rule 12b-32 of the Securities and Exchange Act of 1934, as amended. Certain other instruments which would otherwise be required to be listed below have not been so listed because such instruments do not authorize securities in an amount which exceeds 10% of the total assets of the applicable registrant and its subsidiaries on a consolidated basis and the relevant registrant agrees to furnish a copy of any such instrument to the Commission upon request.
Exhibit No.Description    
      
      
      
      
      
      
      
      
      
      





Exhibit No.Description    

  
  
  
  
  
  
  
  
  

Exhibit No.Description
  
  
  
  
  
  
  


Exhibit No.Description  
4-1
First and Refunding Mortgage dated May 1, 1923 between The Counties Gas and Electric Company (predecessor to PECO Energy Company) and Fidelity Trust Company, Trustee (U.S. Bank National Association, as current successor trustee), (Registration No. 2-2281, Exhibit B-1).(a)
      
4-1-2Reserved.
4-1-34-1-1Supplemental Indentures to PECO Energy Company’s First and Refunding Mortgage:
 Dated as of  File Reference  Exhibit No.
 May 1, 1927
2-2881(a)
B-1(c)
March 1, 1937
2-2881(a)
B-1(g)
December 1, 1941  
2-4863(a)
  B-1(h)
November 1, 1944
2-5472(a)
B-1(i)
December 1, 1946
2-6821(a)
7-1(j)
September 1, 1957
2-13562(a)
2(b)-17
May 1, 1958
2-14020(a)
2(b)-18
March 1, 1968
2-34051(a)
2(b)-24
March 1, 1981
2-72802(a)
4-46
March 1, 1981
2-72802(a)
4-47
December 1, 1984
1-01401, 1984 Form 10-K(a)
4-2(b)
March 1, 1993
1-01401, 1992 Form 10-K(a)
4(e)-86

Dated as ofFile ReferenceExhibit No.
May 1, 1993
1-01401, March 31, 1993 Form 10-Q(a)
4(e)-88
May 1, 1993
1-01401, March 31, 1993 Form 10-Q(a)
4(e)-89
    
 April 15, 2004  
0-6844, September 30, 2004 Form 10-Q(a)
  4-1-1
    
 September 15, 2006    
    
 March 1, 2007    
March 15, 2009
    
 September 1, 2012    
    
 September 15, 2013    
    
 September 1, 2014 


 
      
 September 15, 2015 


 
      
 September 1, 2016  
      
 September 1, 2017  
  
 February 1, 2018 


 
      
 September 1, 2018  
  
August 15, 2019
Exhibit No.Description
  
  
4-3
Mortgage of Commonwealth Edison Company to Illinois Merchants Trust Company, Trustee (BNY Mellon Trust Company of Illinois, as current successor Trustee), dated July 1, 1923, as supplemented and amended by Supplemental Indenture thereto dated August 1, 1944. (Registration No. 2-60201, Form S-7, Exhibit 2-1).(a)






Exhibit No.Description
4-3-1Supplemental Indentures to Commonwealth Edison Company Mortgage.
    
 Dated as of File Reference Exhibit No.
August 1, 1946
2-60201, Form S-7(a)
2-1
April 1, 1953
2-60201, Form S-7(a)
2-1
March 31, 1967
2-60201, Form S-7(a)
2-1

Dated as ofFile ReferenceExhibit No.
April 1, 1967
2-60201, Form S-7(a)
2-1
February 28, 1969
2-60201, Form S-7(a)
2-1
May 29, 1970
2-60201, Form S-7(a)
2-1
June 1, 1971
2-60201, Form S-7(a)
2-1
April 1, 1972
2-60201, Form S-7(a)
2-1
May 31, 1972
2-60201, Form S-7(a)
2-1
June 15, 1973
2-60201, Form S-7(a)
2-1
May 31, 1974
2-60201, Form S-7(a)
2-1
June 13, 1975
2-60201, Form S-7(a)
2-1
May 28, 1976
2-60201, Form S-7(a)
2-1
June 3, 1977
2-60201, Form S-7(a)
2-1
May 17, 1978
2-99665, Form S-3(a)
4-3
August 31, 1978
2-99665, Form S-3(a)
4-3
June 18, 1979
2-99665, Form S-3(a)
4-3
June 20, 1980
2-99665, Form S-3(a)
4-3
April 16, 1981
2-99665, Form S-3(a)
4-3
April 30, 1982
2-99665, Form S-3(a)
4-3
April 15, 1983
2-99665, Form S-3(a)
4-3
April 13, 1984
2-99665, Form S-3(a)
4-3
April 15, 1985
2-99665, Form S-3(a)
4-3
April 15, 1986
33-6879, Form S-3(a)
4-9
 
 January 13, 2003    
    
 February 22, 2006    
    
 August 1, 2006    
    
 September 15, 2006    
    
 March 1, 2007    
    
 August 30, 2007    
    
 December 20, 2007    
    
 March 10, 2008    
July 12, 2010
August 22, 2011
September 17, 2012
August 1, 2013
January 2, 2014
October 28, 2014
February 18, 2015
November 4, 2015
June 15, 2016
August 9, 2017



 Dated as of File Reference Exhibit No.
July 12, 2010
August 22, 2011
September 17, 2012
August 1, 2013
January 2, 2014
October 28, 2014
February 18, 2015
November 4, 2015
June 15, 2016
August 9, 2017
 
 February 6, 2018  
      
 July 26, 2018  
February 7, 2019
October 29, 2019

Exhibit No.Description
  
4-4
Indenture dated as of September 1, 1987 between Commonwealth Edison Company and Citibank, N.A. (U.S. Bank National Association, as current successor trustee), Trustee relating to Notes (Registration No. 33-20619, Form S-3, Exhibit 4-13).(a)
  
  
  

Exhibit No.Description
  
  
  
  
  
  
  
  


Exhibit No.Description
  
  
  
  
  
  
  

Exhibit No.Description
  
  
4-274-26
Indenture dated July 1, 1985, between Baltimore Gas and Electric Company and The Bank of New York (Successor to Mercantile-Safe Deposit and Trust Company), Trustee. (Designated as Exhibit 4(a) to the Registration Statement on Form S-3, File No. 2-98443); as supplemented by Supplemental Indentures dated as of October 1, 1987 (Designated as Exhibit 4(a) to the Current Report on Form 8-K, dated November 13, 1987, File No. 1-1910) and as of January 26, 1993 (Designated as Exhibit 4(b) to the Current Report on Form 8-K, dated January 29, 1993, filed by Baltimore Gas and Electric Company, File No. 1-1910).(a)
  
  
  


Exhibit No.Description
  
  

Exhibit No.Description
  
  
  
  
  
  
  
  
  
  
  


Exhibit No.Description
  
  

Exhibit No.Description
4-424-39
Mortgage and Deed of Trust, dated July 1, 1936, of Potomac Electric Power Company to The Bank of New York Mellon as successor trustee, securing First Mortgage Bonds of Potomac Electric Power Company, and Supplemental Indenture dated July 1, 1936 (File No. 2-2232, Registration Statement dated June 19, 1936, Exhibit B-4)(a)
  
4-42-14-39-1Supplemental Indentures to Potomac Electric Power Company Mortgage.
 Dated as of File Reference Exhibit No.
      
 December 10, 1939 
Form 8-K, 1/3/40(a)
 B
July 15, 1942
2-5032, Amendment No 2. To Registration Statement, 8/24/42(a)
B-1
October 15, 1947
Form 8-K , 12/8/47(a)
A
December 31, 1948
Form 10-K, 4/13/49(a)
A-2
December 31, 1949
Form 8-K, 2/8/50(a)
(a)-1
February 15, 1951
Form 8-K, 3/9/51(a)
(a)
February 16, 1953
Form 8-K, 3/5/53(a)
(a)-1
March 15, 1954 and March 15, 1955
2-11627, Registration Statement, 5/2/55(a)
4-B
March 15, 1956
Form 10-K, 4/4/56(a)
C
April 1, 1957
2-13884, Registration Statement, 2/5/58(a)
4-B
May 1, 1958
2-14518, Registration Statement, 11/10/58(a)
2-B
May 1, 1959
2-15027, Amendment No. 1 to Registration Statement, 5/13/59(a)
4-B
May 2, 1960
2-17286, Registration Statement, 11/9/60(a)
2-B
April 3, 1961
Form 10-K, 4/24/61(a)
A-1
May 1, 1962
2-21037, Registration Statement, 1/25/63(a)
2-B
May 1, 1963
2-21961, Registration Statement, 12/19/63(a)
4-B
April 23, 1964
2-22344, Registration Statement, 4/24/64(a)
2-B
May 3, 1965
2-24655, Registration Statement, 3/16/66(a)
2-B
June 1, 1966
Form 10-K, 4/11/67(a)
1
April 28, 1967
2-26356, Post-Effective Amendment No. 1 to Registration Statement, 5/3/67(a)
2-B

Dated as ofFile ReferenceExhibit No.
July 3, 1967
2-28080, Registration Statement, 1/25/68(a)
2-B
May 1, 1968
2-31896, Registration Statement, 2/28/69(a)
2-B
June 16, 1969
2-36094, Registration Statement, 1/27/70(a)
2-B
May 15, 1970
2-38038, Registration Statement, 7/27/70(a)
2-B
September 1, 1971
2-45591, Registration Statement, 9/1/72(a)
2-C
June 17, 1981
Amendment No. 1 to Form 8-A, 6/18/81(a)
2
November 1, 1985
Form 8-A, 11/1/85(a)
2B
September 16, 1987
33-18229, Registration Statement, 10/30/87(a)
4-B
May 1, 1989
33-29382, Registration Statement, 6/16/89(a)
4-C
May 21, 1991
Form 10-K, 3/27/92(a)
4
May 7, 1992
Form 10-K, 3/26/93(a)
4
September 1, 1992
Form 10-K, 3/26/93(a)
4
November 1, 1992
Form 10-K, 3/26/93(a)
4
July 1, 1993
33-49973, Registration Statement, 8/11/93(a)
4.4
February 10, 1994
February 11, 1994
October 2, 1997
November 17, 2003
      
 March 16, 2004  
      
 May 24, 2005  
April 1, 2006
      
 November 13, 2007  
      
 March 24, 2008  
      

Dated as ofFile ReferenceExhibit No.
 December 3, 2008  
      
 March 28, 2012  
      
 March 11, 2013  
      
 November 14, 2013  
      
 March 11, 2014  
      
 March 9, 2015  
      
 May 15, 2017  
      
 June 1, 2018  


May 2, 2019



Exhibit No.Description
4-434-40
Indenture, dated as of July 28, 1989, between Potomac Electric Power Company and The Bank of New York Mellon, Trustee, with respect to Medium-Term Note Program (File No. 001-01072, Form 8-K dated June 21, 1990, Exhibit 4)(a)
      
      
      
4-454-42
Mortgage and Deed of Trust of Delaware Power & Light Company to The Bank of New York Mellon (ultimate successor to the New York Trust Company), as trustee, dated as of October 1, 1943, and copies of the First through Sixty-Eighth Supplemental Indentures thereto (File No. 33-1763, Registration Statement dated November 27, 1985, Exhibit 4-A)(a)
  
4-45-14-42-1Supplemental Indentures to Delmarva Power & Light Company Mortgage.
      
 Dated as of File Reference Exhibit No.
      
 January 1, 1986
33-39756, Registration Statement, 4/03/91(a)
4-B
June 1, 1986
33-24955, Registration Statement, 10/13/88(a)
4-B
January 1, 1987
33-24955, Registration Statement, 10/13/88(a)
4-B
September 1, 1987
33-24955, Registration Statement, 10/13/88(a)
4-B
October 1, 1987
33-24955, Registration Statement, 10/13/88(a)
4-B
January 1, 1988
33-24955, Registration Statement, 10/13/88(a)
4-B

Dated as ofFile ReferenceExhibit No.
December 1, 1988
33-39756, Registration Statement, 4/03/91(a)
4-D
January 1, 1989
33-39756, Registration Statement, 4/03/91(a)
4-E
March 1, 1990
33-39756, Registration Statement, 4/03/91(a)
4-F
January 1, 1991
33-46892, Registration Statement, 4/1/92(a)
4-E
July 1, 1991
33-46892, Registration Statement, 4/1/92(a)
4-F
February 1, 1992
33-49750, Registration Statement, 7/17/92(a)
4
May 1, 1992
33-57652, Registration Statement, 1/29/93(a)
4-G
October 1, 1992
33-63582, Registration Statement, 5/28/93(a)
4-H
January 1, 1993
33-50453, Registration Statement, 10/1/93(a)
99
June 1, 1993
33-53855, Registration Statement, 1/30/95(a)
4-J
July 1, 1993
33-53855, Registration Statement, 1/30/95(a)
4-K
October 1, 1993 
33-53855, Registration Statement, 1/30/95(a)
 4-L
January 1, 1994
33-53855, Registration Statement, 1/30/95(a)
4-M
      
 October 1, 1994 
33-53855, Registration Statement, 1/30/95(a)
 4-N
January 1, 1995
333-00505, Registration Statement, 1/29/96(a)
4-K
June 1, 1995
333-00505, Registration Statement, 1/29/96(a)
4-L
January 1, 1996
333-24059, Registration Statement, 3/27/97(a)
4-L
      
 January 1, 1997  
January 1, 1998
January 1, 1999
January 1, 2000

Dated as ofFile ReferenceExhibit No.
January 1, 2001
January 1, 2002
January 1, 2003
January 1, 2004
January 1, 2005
January 1, 2006
January 1, 2007
January 1, 2008
January 1, 2009
September 22, 2009
January 1, 2010
January 1, 2011
May 2, 2011
January 1, 2012
June 19, 2012
January 1, 2013
      
 November 7, 2013  
January 1, 2014
      
 June 2, 2014  
January 1, 2015
      
 May 4, 2015  
January 1, 2016
      
 December 5, 2016  
      

Dated as ofFile ReferenceExhibit No.
 April 5, 2017  
 April 3, 2018  
      
 June 1, 2018  
April 3, 2019
May 2, 2019


Exhibit No.Description 
4-464-43
Indenture between Delmarva Power & Light Company and The Bank of New York Mellon Trust Company, N.A. (ultimate successor to Manufacturers Hanover Trust Company), as trustee, dated as of November 1, 1988 (File No. 33-46892, Registration Statement dated April 1, 1992, Exhibit 4-G)(a)
       
4-474-44
Mortgage and Deed of Trust, dated January 15, 1937, between Atlantic City Electric Company and The Bank of New York Mellon (formerly Irving Trust Company), as trustee (File No. 2-66280, Registration Statement dated December 21, 1979, Exhibit 2(a))(a)
       
4-47-14-44-1Supplemental Indentures to Atlantic City Electric Company Mortgage.
       
 Dated as of File Reference Exhibit No. 
       
 June 1, 1949 
2-66280, Registration Statement, 12/21/79(a)
2(b)
July 1, 1950
2-66280, Registration Statement, 12/21/79(a)
2(b)
November 1, 1950
2-66280, Registration Statement, 12/21/79(a)
 2(b) 
       
 March 1, 1952
2-66280, Registration Statement, 12/21/79(a)
2(b)
January 1, 1953
2-66280, Registration Statement, 12/21/79(a)
2(b)
March 1, 1954
2-66280, Registration Statement, 12/21/79(a)
2(b)
March 1, 1955
2-66280, Registration Statement, 12/21/79(a)
2(b)
January 1, 1957
2-66280, Registration Statement, 12/21/79(a)
2(b)
April 1, 1958
2-66280, Registration Statement, 12/21/79(a)
2(b)
April 1, 1959
2-66280, Registration Statement, 12/21/79(a)
2(b)
March 1, 1961
2-66280, Registration Statement, 12/21/79(a)
2(b)
July 1, 1962
2-66280, Registration Statement, 12/21/79(a)
2(b)
March 1, 1963
2-66280, Registration Statement, 12/21/79(a)
2(b)

Dated as ofFile ReferenceExhibit No.
February 1, 1966
2-66280, Registration Statement, 12/21/79(a)
2(b)
April 1, 1970
2-66280, Registration Statement, 12/21/79(a)
2(b)
September 1, 1970
2-66280, Registration Statement, 12/21/79(a)
2(b)
May 1, 1971
2-66280, Registration Statement, 12/21/79(a)
2(b)
April 1, 1972
2-66280, Registration Statement, 12/21/79(a)
2(b)
June 1, 1973
2-66280, Registration Statement, 12/21/79(a)
2(b)
January 1, 1975
2-66280, Registration Statement, 12/21/79(a)
2(b)
May 1, 1975
2-66280, Registration Statement, 12/21/79(a)
2(b)
December 1, 1976
2-66280, Registration Statement, 12/21/79(a)
2(b)
January 1, 1980
Form 10-K, 3/25/81(a)
4(e)
May 1, 1981
Form 10-Q, 8/10/81(a)
4(a)
November 1, 1983
Form 10-K, 3/30/84(a)
4(d)
April 15, 1984
Form 10-Q, 5/14/84(a)
4(a)
July 15, 1984
Form 10-Q, 8/13/84(a)
4(a)
October 1, 1985
Form 10-Q, 11/12/85(a)
4
May 1, 1986
Form 10-Q, 5/12/86(a)
4
July 15, 1987
Form 10-K, 3/28/88(a)
4(d)
October 1, 1989
Form 10-Q for quarter ended 9/30/89(A)
4(a)
March 1, 1991 
Form 10-K, 3/28/91(a)
 4(d)(1)
May 1, 1992
33-49279, Registration Statement, 1/6/93(a)
4(b)
January 1, 1993
August 1, 1993
Form 10-Q, 11/12/93(a)
4(a)
September 1, 1993
Form 10-Q, 11/12/93(a)
4(b)
November 1, 1993
Form 10-K, 3/29/94(a)
4(c)(1)
June 1, 1994
Form 10-Q, 8/14/94(a)
4(a)
October 1, 1994
Form 10-Q, 11/14/94(a)
4(a)

Dated as ofFile ReferenceExhibit No.
November 1, 1994
Form 10-K, 3/21/95(a)
4(c)(1)
March 1, 1997 
       
 April 1, 2004  
August 10, 2004 
       
 March 8, 2006  
November 6, 2008 
       
 March 29, 2011   
       
 August 18, 2014   
       
 December 1, 2015   
       
 October 9, 2018  
May 2, 2019 
Exhibit No.Description
  
  
  
  
  
  


Exhibit No.Description
  
  
  
  

Exhibit No.Description
  
  
  
  
  
  
  
  
  
  
10-4Reserved.


Exhibit No.Description
  


  


Exhibit No.Description

  
  
  





  
  


  


  
  

  
  
  

Exhibit No.Description
  
  
  
10-33Reserved.
  
  


  


Exhibit No.Description
  
  
  
  
  
  

Exhibit No.Description
  
  
  
  
  


Exhibit No.Description
  
  
  
  

Exhibit No.Description
  
  
  
10-64 - 10-70Reserved.
  

  

Exhibit No.Description
  
  
  


Exhibit No.Description
  
  
  
  
  
  
  
  

Exhibit No.Description
  
  
  


Exhibit No.Description
  
  
  
  
  
  
  
  
  
  
  

Exhibit No.Description
  
  
  
  


Exhibit No.Description
  
  
  
  
  
 Subsidiaries
  
  
  
  
  
  
  
  
  
  
 Consent of Independent Registered Public Accountants
  
  
  
  
  

Exhibit No.Description
  
  
  
 Power of Attorney (Exelon Corporation)
  
  
  
  
  
  


Exhibit No.Description
  
  
  
24-11Reserved.
  
  
  
  
 Power of Attorney (Commonwealth Edison Company)
  
  
  
  
  
  
  
  
  
24-23Reserved.
24-24Reserved.
 Power of Attorney (PECO Energy Company)
  
24-26Reserved.
  
  

Exhibit No.Description
  
  
  
  
  
 Power of Attorney (Baltimore Gas and Electric Company)
  
  
  


Exhibit No.Description
  
  
  
  
  
  
  
 Power of Attorney (Pepco Holdings LLC)
  
  
  
  
  
  
  
  
 Power of Attorney (Potomac Electric Power Company)
  
  
  
  
  
  
  
  
 Power of Attorney (Delmarva Power & Light Company)
  

Exhibit No.Description
  
 Power of Attorney (Atlantic City Electric Company)
  
  
Certifications Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as to the Annual Report on Form 10-K for the year ended December 31, 2018 filed by the following officers for the following registrants:
Exhibit No.Description
  
  
  


Exhibit No.Description
  
  
  
  
  
  
  
  
  
  
  
  
  
  
Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code as to the Annual Report on Form 10-K for the year ended December 31, 2018 filed by the following officers for the following registrants:
Exhibit No.Description
  
  
  
  
  
  
  

Exhibit No.Description
  
  
  
  
  
  
  
  
  
  


101.INS
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.SCHInline XBRL Taxonomy Extension Schema Document.
  
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
  
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
  
101.LABInline XBRL Taxonomy Extension Labels Linkbase Document.
  
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
__________
*Compensatory plan or arrangements in which directors or officers of the applicable registrant participate and which are not available to all employees.
* Compensatory plan or arrangements in which directors or officers of the applicable registrant participate and which are not available to all employees.
(a)These filings are not available electronically on the SEC website as they were filed in paper previous to the electronic system that is currently in place.


ITEM 16.FORM 10-K SUMMARY
All Registrants
Registrants may voluntarily include a summary of information required by Form 10-K under this Item 16. The Registrants have elected not to include such summary information.



SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 8th11th day of February, 2019.2020.
 


EXELON CORPORATION 
   
By: /s/ CHRISTOPHER M. CRANE 
Name: Christopher M. Crane 
Title: President and Chief Executive Officer 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 8th11th day of February, 2019.2020.
 
Signature  Title
  
/s/ CHRISTOPHER M. CRANE  President, and Chief Executive Officer (Principal Executive Officer) and Director
Christopher M. Crane 
  
/s/ JOSEPH NIGRO  Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Joseph Nigro 
  
/s/ FABIAN E. SOUZA  Senior Vice President and Corporate Controller (Principal Accounting Officer)
Fabian E. Souza 
 
This annual report has also been signed below by Thomas S. O'Neill, Attorney-in-Fact, on behalf of the following Directors on the date indicated:
 
 
Anthony K. Anderson
Ann C. Berzin
Laurie Brlas
Christopher M. Crane
Yves C. de Balmann
Nicholas DeBenedictis
Linda P. Jojo

Paul L. Joskow



  
Paul L. Joskow
Robert J. Lawless
Richard W. Mies
John W. Rogers, Jr.M. Richardson
Mayo A. Shattuck III
Stephen D. Steinour
John F. Young
 
 
 
 
 
 
By:  /s/ THOMAS S. O'NEILL  February 8, 201911, 2020
Name:  Thomas S. O'Neill   


SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 8th11th day of February, 2019.2020.
EXELON GENERATION COMPANY, LLC 
   
By: /s/ KENNETH W. CORNEW 
Name: Kenneth W. Cornew 
Title: President and Chief Executive Officer 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 8th11th day of February, 2019.2020.
 
Signature  Title
  
/s/ KENNETH W. CORNEW  President and Chief Executive Officer (Principal Executive Officer)
Kenneth W. Cornew 
  
/s/ BRYAN P. WRIGHT  Senior Vice President and Chief Financial Officer (Principal Financial Officer)
Bryan P. Wright 
  
/s/ MATTHEW N. BAUER  Vice President and Controller (Principal Accounting Officer)
Matthew N. Bauer


 


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 8th11th day of February, 2019.2020.
COMMONWEALTH EDISON COMPANY 
   
By: /s/ JOSEPH DOMINGUEZ 
Name: Joseph Dominguez 
Title: Chief Executive Officer 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 8th11th day of February, 2019.2020.
Signature  Title
  
/s/ JOSEPH DOMINGUEZ  Chief Executive Officer (Principal Executive Officer) and Director
Joseph Dominguez 
  
/s/ JEANNE M. JONES  Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
Jeanne M. Jones 
  
/s/ GERALD J. KOZEL  Vice President and Controller (Principal Accounting Officer)
Gerald J. Kozel 
/s/ CHRISTOPHER M. CRANEChairman and Director
Christopher M. Crane
This annual report has also been signed below by Joseph Dominguez, Attorney-in-Fact, on behalf of the following Directors on the date indicated:
Calvin G. Butler
James W. Compton
Christopher M. Crane
A. Steven Crown
Nicholas DeBenedictis


  
Nicholas DeBenedictis
Peter V. Fazio, Jr.
Michael H. Moskow
Anne R. PramaggioreJuan Ochoa


By:  /s/ JOSEPH DOMINGUEZ  February 8, 201911, 2020
Name:  Joseph Dominguez   


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 8th11th day of February, 2019.2020.
PECO ENERGY COMPANY 
   
By: /s/ MICHAEL A. INNOCENZO 
Name: Michael A. Innocenzo 
Title: President and Chief Executive Officer 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 8th11th day of February, 2019.2020.
Signature  Title
  
/s/ MICHAEL A. INNOCENZO  President, and Chief Executive Officer (Principal Executive Officer) and Director
Michael A. Innocenzo 
  
/s/ ROBERT J. STEFANI  Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
Robert J. Stefani 
  
/s/ SCOTT A. BAILEY  Vice President and Controller (Principal Accounting Officer)
Scott A. Bailey 
/s/ CHRISTOPHER M. CRANEChairman and Director
Christopher M. Crane
This annual report has also been signed below by Michael A. Innocenzo, Attorney-in-Fact, on behalf of the following Directors on the date indicated:
Christopher M. CraneCalvin G. Butler John S. Grady
Christopher M. Walter D’AlessioCrane Rosemarie B. Greco
Nicholas DeBenedictis  Charisse R. Lillie
Nelson A. Diaz  Anne R. Pramaggiore
By:  /s/ MICHAEL A. INNOCENZO  February 8, 201911, 2020
Name:  Michael A. Innocenzo   


SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 8th11th day of February, 2019.2020.
BALTIMORE GAS AND ELECTRIC COMPANY 
   
By: /s/ CALVIN G. BUTLER, JR.CARIM V. KHOUZAMI 
Name: Calvin G. Butler, Jr.Carim V. Khouzami 
Title: Chief Executive Officer 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 8th11th day of February, 2019.2020.
 
Signature  Title
  
/s/ CALVIN G. BUTLER, JR.CARIM V. KHOUZAMI  Chief Executive Officer (Principal Executive Officer) and Director
Calvin G. Butler, Jr.Carim V. Khouzami 
  
/s/ DAVID M. VAHOS  Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
David M. Vahos 
  
/s/ ANDREW W. HOLMES  Vice President and Controller (Principal Accounting Officer)
Andrew W. Holmes 
/s/ CHRISTOPHER M. CRANEChairman and Director
Christopher M. Crane
 
This annual report has also been signed below by Calvin G. Butler, Jr.,Carim V. Khouzami, Attorney-in-Fact, on behalf of the following Directors on the date indicated:
Ann C. Berzin  James R. Curtiss
Calvin G. ButlerJoseph Haskins, Jr.
Christopher M. Crane  Anne R. PramaggioreMichael D. Sullivan
Michael E. CryorMichael D. Sullivan
James R. Curtiss Maria Harris Tildon
 
By:  /s/ CALVIN G. BUTLER, JR.CARIM V. KHOUZAMI  February 8, 201911, 2020
Name:  Calvin G. Butler, Jr.Carim V. Khouzami   


SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 8th11th day of February, 2019.2020.
PEPCO HOLDINGS LLC 
   
By: /s/ DAVID M. VELAZQUEZ 
Name: David M. Velazquez 
Title: President and Chief Executive Officer 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 8th11th day of February, 2019.2020.
 
Signature  Title
  
/s/ DAVID M. VELAZQUEZ  President, and Chief Executive Officer (Principal Executive Officer), and Director
David M. Velazquez 
  
/s/ PHILLIP S. BARNETT  
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)




Phillip S. Barnett 
  
/s/ ROBERT M. AIKEN  Vice President and Controller (Principal Accounting Officer)
Robert M. Aiken
/s/ CHRISTOPHER M. CRANEChairman and Director
Christopher M. Crane 
 
This annual report has also been signed below by David M. Velazquez, Attorney-in-Fact, on behalf of the following Directors on the date indicated:
Calvin. G. ButlerMichael E. Cryor
Christopher M. Crane  Ernest Dianastasis
Linda W. Cropp  Debra P. DiLorenzo
Michael E. CryorAnne R. Pramaggiore
 
By:  /s/ DAVID M. VELAZQUEZ  February 8, 201911, 2020
Name:  David M. Velazquez   




SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 8th11th day of February, 2019.2020.
POTOMAC ELECTRIC POWER COMPANY 
   
By: /s/ DAVID M. VELAZQUEZ 
Name: David M. Velazquez 
Title: President and Chief Executive Officer 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 8th11th day of February, 2019.2020.
 
Signature  Title
  
/s/ DAVID M. VELAZQUEZ  President, and Chief Executive Officer (Principal Executive Officer), and Director
David M. Velazquez 
  
/s/ PHILLIP S. BARNETT  Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)



Phillip S. Barnett 
  
/s/ ROBERT M. AIKEN  Vice President and Controller (Principal Accounting Officer)
Robert M. Aiken
/s/ CHRISTOPHER M. CRANEChairman
Christopher M. Crane 
 
This annual report has also been signed below by David M. Velazquez, Attorney-in-Fact, on behalf of the following Directors on the date indicated:
J. Tyler Anthony  Melissa A. LavinsonChristopher M. Crane
Phillip S. Barnett  Melissa A. Lavinson
Calvin G. ButlerKevin M. McGowan
Christopher M. CraneAnne R. Pramaggiore
 
By:  /s/ DAVID M. VELAZQUEZ  February 8, 201911, 2020
Name:  David M. Velazquez   




SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 8th11th day of February, 2019.2020.
DELMARVA POWER & LIGHT COMPANY 
   
By: /s/ DAVID M. VELAZQUEZ 
Name: David M. Velazquez 
Title: President and Chief Executive Officer 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 8th11th day of February, 2019.2020.
 
Signature  Title
  
/s/ DAVID M. VELAZQUEZ  President, and Chief Executive Officer (Principal Executive Officer), and Director
David M. Velazquez 
  
/s/ PHILLIP S. BARNETT  Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)



Phillip S. Barnett 
  
/s/ ROBERT M. AIKEN  Vice President and Controller (Principal Accounting Officer)
Robert M. Aiken
/s/ CHRISTOPHER M. CRANEChairman
Christopher M. Crane 
 
This annual report has also been signed below by David M. Velazquez, Attorney-in-Fact, on behalf of the following Directors on the date indicated:
Anne R. PramaggioreCalvin G. Butler   
 
By:  /s/ DAVID M. VELAZQUEZ  February 8, 201911, 2020
Name:  David M. Velazquez   




SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 8th11th day of February, 2019.2020.
ATLANTIC CITY ELECTRIC COMPANY 
   
By: /s/ DAVID M. VELAZQUEZ 
Name: David M. Velazquez 
Title: President and Chief Executive Officer 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 8th11th day of February, 2019.2020.
 
Signature  Title
  
/s/ DAVID M. VELAZQUEZ  President, and Chief Executive Officer (Principal Executive Officer), and Director
David M. Velazquez 
  
/s/ PHILLIP S. BARNETT  Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

Phillip S. Barnett 
  
/s/ ROBERT M. AIKEN  Vice President and Controller (Principal Accounting Officer)
Robert M. Aiken 
/s/ CHRISTOPHER M. CRANEChairman
Christopher M. Crane
 




550430