false(800)(202)(410)(312)(202)(610)(215)(202)(202)--12-31Q3201910000110935710-QSeptember 30, 2020false2020Q3December 31975,572,46300011681650000022606127,021,3540000078100170,478,50700000094661,0000001135971000007973210000000278791,00000000081928,546,017PA10 South Dearborn Street500StreetP.O. Box 805379ChicagoIL60680-5379(800)483-3220PA300 Exelon WayKennett SquarePA19348-2473(610)765-5959IL440 South LaSalle StreetChicagoIL60605-1028(312)394-4321PAP.O. Box 86992301 Market StreetPhiladelphiaPA19101-8699(215)841-4000MD2 Center Plaza110 West Fayette StreetBaltimoreMD21201-3708(410)234-5000DE701 Ninth Street, N.W.Washington, District of Columbia20068(202)872-2000DCVA701 Ninth Street, N.W.Washington, District of Columbia20068(202)872-2000DEVA500 North Wakefield Drive2 Center Plaza440 South LaSalle Street500DriveNewarkDE19702(202)872-2000NJ500 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 Columbia60680-53791970221201-370860605-10281970219348-247319101-86992006820068ILDEMDILDEPAPA000110935700000081920000009466000002260600000278790001168165000007810000011359710000079732PANJMDILDEVAPAPADEDCVA483-3220872-2000234-5000394-4321872-2000765-5959841-4000872-2000872-2000CommonDriveNewarkDE19702(202)872-2000Common stock, without par valueCumulativevalueEXCNasdaqEXC/28NYSECumulative Preferred Security, Series DNasdaq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years5 years30 years3 years30 years3 years30 years3 years5 years5 years30 years3 years3 years3 years4 years4 years2 years2 years14 years2 yearsP8YP1YP87YP1YP6YP1YP13YP1YP37YP1YP15YP1YP13YP1YP13YP1YP87YP1Y79 years5 years5 years1 years50 years5 years5 years5 years79 years1 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 0001109357 exc:OysterCreekMember us-gaap:OperatingExpenseMember 2019-04-01 2019-06-30 0001109357 exc:ExelonGenerationCoLLCMember exc:CommodityDerivativeAssetsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0001109357 exc:ExelonGenerationCoLLCMember exc:RabbiTrustInvestmentsMember us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember us-gaap:FairValueMeasurementsRecurringMember 2019-09-30 0001109357 exc:GenerationErcotMember 2019-01-01 2019-09-30 0001109357 exc:BaltimoreGasAndElectricCompanyMember us-gaap:OperatingSegmentsMember us-gaap:ElectricityUsRegulatedMember us-gaap:RegulatedOperationMember 2019-07-01 2019-09-30D00000001.300.00000.000.0000000000000000000000000000001060981313600001109357us-gaap:RegulatedOperationMemberexc:CommonwealthEdisonCoMemberus-gaap:NaturalGasUsRegulatedMemberexc:ResidentialMember2019-01-012019-09-300001109357exc:ExelonGenerationCoLLCMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberexc:OtherFixedIncomeMember2019-12-310001109357us-gaap:GuaranteeObligationsMemberexc:PotomacElectricPowerCompanyMember2020-09-30

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 20192020
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 NumberIRS Employer Identification Number
001-16169EXELON CORPORATION23-2990190
(a Pennsylvania corporation)

10 South Dearborn Street

P.O. Box 805379

Chicago, Illinois 60680-5379

(800) 483-3220
333-85496EXELON GENERATION COMPANY, LLC23-3064219
(a Pennsylvania limited liability company)

300 Exelon Way

Kennett Square, Pennsylvania 19348-2473

(610) 765-5959
001-01839COMMONWEALTH EDISON COMPANY36-0938600
(an Illinois corporation)

440 South LaSalle Street

Chicago, Illinois 60605-1028

(312) 394-4321
000-16844PECO ENERGY COMPANY23-0970240
(a Pennsylvania corporation)

P.O. Box 8699

2301 Market Street

Philadelphia, Pennsylvania 19101-8699

(215) 841-4000
001-01910BALTIMORE GAS AND ELECTRIC COMPANY52-0280210
(a Maryland corporation)

2 Center Plaza

110 West Fayette Street

Baltimore, Maryland 21201-3708

(410) 234-5000
001-31403PEPCO HOLDINGS LLC52-2297449
(a Delaware limited liability company)

701 Ninth Street, N.W.

Washington, District of Columbia 20068

(202) 872-2000
001-01072POTOMAC ELECTRIC POWER COMPANY53-0127880
(a District of Columbia and Virginia corporation)

701 Ninth Street, N.W.

Washington, District of Columbia 20068

(202) 872-2000
001-01405DELMARVA POWER & LIGHT COMPANY51-0084283
(a Delaware and Virginia corporation)

500 North Wakefield Drive

Newark, Delaware 19702

(202) 872-2000
001-03559ATLANTIC CITY ELECTRIC COMPANY21-0398280
(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 classTrading Symbol(s)Name of each exchange on which registered
EXELON CORPORATION:
Common Stock, without par valueEXCThe Nasdaq Stock Market LLC
Title of each classTrading Symbol(s)Name of each exchange on which registered
EXELON CORPORATION:
Common Stock, without par valueEXCThe Nasdaq Stock Market LLC
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 CompanyEXC/28New York Stock Exchange

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Exelon CorporationLarge Accelerated FilerxAccelerated FilerNon-accelerated FilerSmaller Reporting CompanyEmerging Growth Company
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. 

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

The number of shares outstanding of each registrant’s common stock as of September 30, 20192020 was:
Exelon Corporation Common Stock, without par value972,108,865975,572,463
Exelon Generation Company, LLCnot applicable
Commonwealth Edison Company Common Stock, $12.50 par value127,021,343127,021,354
PECO Energy Company Common Stock, without par value170,478,507
Baltimore Gas and Electric Company Common Stock, without par value1,000
Pepco Holdings LLCnot applicable
Potomac Electric Power Company Common Stock, $0.01 par value100
Delmarva Power & Light Company Common Stock, $2.25 par value1,000
Atlantic City Electric Company Common Stock, $3.00 par value8,546,017




TABLE OF CONTENTS
1





2







3




GLOSSARY OF TERMS AND ABBREVIATIONS
Exelon Corporation and Related Entities
ExelonExelon Corporation
Generation
Exelon Generation Company, LLC
ComEd
Commonwealth Edison Company
PECO
PECO Energy Company
BGE
Baltimore Gas and Electric Company

GLOSSARY OF TERMS AND ABBREVIATIONS
Exelon Corporation and Related Entities
ExelonExelon Corporation
GenerationExelon Generation Company, LLC
ComEdCommonwealth Edison Company
PECOPECO Energy Company
BGEBaltimore Gas and Electric Company
Pepco Holdings or PHIPepco Holdings LLC (formerly Pepco Holdings, Inc.)
PepcoPotomac Electric Power Company
DPLDelmarva Power & Light Company
ACEAtlantic City Electric Company
RegistrantsExelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL, and ACE, collectively
Utility RegistrantsComEd, PECO, BGE, Pepco, DPL, and ACE, collectively
ACE Funding or ATFAtlantic City Electric Transition Funding LLC
Antelope ValleyAntelope Valley Solar Ranch One
BSCExelon Business Services Company, LLC
CENGConstellation Energy Nuclear Group, LLC
ConstellationConstellation Energy Group, Inc.
EGR IVExGen Renewables IV, LLC
EGRPExGen Renewables Partners, LLC
Exelon CorporateExelon in its corporate capacity as a holding company
FitzPatrickJames A. FitzPatrick nuclear generating station
PCINERNewEnergy Receivables LLC
PCIPotomac Capital Investment Corporation and its subsidiaries
PECO Trust IIIPECO Energy Capital Trust III
PECO Trust IVPECO Energy Capital Trust IV
Pepco Energy Services or PESPepco Energy Services, Inc. and its subsidiaries
PHI CorporatePHI in its corporate capacity as a holding company
PHISCOPHI Service Company
SolGenSolGen, LLC
TMIThree Mile Island nuclear facility

4




GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
Note "—"- of the 20182019 Form 10-KReference to specific Combined Note to Consolidated Financial Statements within Exelon’s 2018Exelon's 2019 Annual Report on Form 10-K
AESOAECAlternative Energy Credit that is issued for each megawatt hour of generation from a qualified alternative energy source
AESOAlberta Electric Systems Operator
AFUDCAllowance for Funds Used During Construction
AMI
AMIAdvanced Metering Infrastructure
AOCI
AOCIAccumulated Other Comprehensive Income (Loss)
ARCAsset Retirement Cost
AROAsset Retirement Obligation
BGS
BGSBasic Generation Service
CERCLA
CBACollective Bargaining Agreement
CERCLAComprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended
CESClean Energy Standard
Clean Air ActClean Air Act of 1963, as amended
Clean Water ActFederal Water Pollution Control Amendments of 1972, as amended
CODMChief operating decision maker(s)
D.C. Circuit CourtUnited States Court of Appeals for the District of Columbia Circuit
DC PLUGDistrict of Columbia Power Line Undergrounding Initiative
DCPSCPublic Service Commission of the District of Columbia
DOE
DOEUnited States Department of Energy
DOEEDistrict of Columbia Department of Energy & Environment
DOJUnited States Department of Justice
DPSCDPPDeferred Purchase Price
DPSCDelaware Public Service Commission
EDF
EDFElectricite de France SA and its subsidiaries
EIMA
EIMAEnergy Infrastructure Modernization Act (Illinois Senate Bill 1652 and Illinois House Bill 3036)
EPA
EPAUnited States Environmental Protection Agency
EPSAElectric Power Supply Association
ERCOTElectric Reliability Council of Texas
FASB
FASBFinancial Accounting Standards Board
FEJAIllinois Public Act 99-0906 or Future Energy Jobs Act
FERCFederal Energy Regulatory Commission
FRCCFlorida Reliability Coordinating Council
GAAPFRRFixed Resource Requirement
GAAPGenerally Accepted Accounting Principles in the United States
GCRGas Cost Rate
GSA
GSAGeneration Supply Adjustment
ICCIllinois Commerce Commission
ICEIntercontinental Exchange
Illinois EPAIllinois Environmental Protection Agency
IPAIllinois Power Agency
IRCInternal Revenue Code
IRSInternal Revenue Service

IBEWInternational Brotherhood of Electrical Workers
ICCIllinois Commerce Commission
ICEIntercontinental Exchange
IPAIllinois Power Agency
IRCInternal Revenue Code
IRSInternal Revenue Service
5




GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
ISOIndependent System Operator
ISO-NEIndependent System Operator New England Inc.
ISO-NYIndependent System Operator New York
LIBOR
LIBORLondon Interbank Offered Rate
MDE
MDEMaryland Department of the Environment
MDPSCMaryland Public Service Commission
MGPManufactured Gas Plant
MISOMidcontinent Independent System Operator, Inc.
mmcfMillion Cubic Feet
MOPR
MOPRMinimum Offer Price Rule
MWMegawatt
NAAQSMWNational Ambient Air Quality StandardsMegawatt
NDTMWhMegawatt hour
NDTNuclear Decommissioning Trust
NEILNuclear Electric Insurance Limited
NERCNorth American Electric Reliability Corporation
NJBPUNGXNatural Gas Exchange
NJBPUNew Jersey Board of Public Utilities
Non-Regulatory AgreementsAgreement UnitsNuclear generating units or portions thereof whose decommissioning-related activities are not subject to contractual elimination under regulatory accounting
NOSANuclear Operating Services Agreement
NPNS
NPNSNormal Purchase Normal Sale scope exception
NRCNuclear Regulatory Commission
NYMEX
NYISONew York Independent System Operator Inc.
NYMEXNew York Mercantile Exchange
NYPSCNew York Public Service Commission
OCIOther Comprehensive Income
OIESOOntario Independent Electricity System Operator
OPEB
OPEBOther Postretirement Employee Benefits
Oyster CreekOyster Creek Generating Station
PA DEPPennsylvania Department of Environmental Protection
PAPUCPennsylvania Public Utility Commission
PGC
PGCPurchased Gas Cost Clause
PG&EPacific Gas and Electric Company
PJMPJM Interconnection, LLC
POLRProvider of Last Resort
PPA
PPAPower Purchase Agreement
PPEProperty, plant, and equipment
Price-Anderson ActPrice-Anderson Nuclear Industries Indemnity Act of 1957
PRP
PRPPotentially Responsible Parties
PSDARPost-Shutdown Decommissioning Activities Report
PSEGPublic Service Enterprise Group Incorporated
REC
RECRenewable Energy Credit which is issued for each megawatt hour of generation from a qualified renewable energy source
RNFRevenues Net of Purchased Power and Fuel Expense

GLOSSARY OF TERMS AND ABBREVIATIONS
Other Terms and Abbreviations
Regulatory Agreement UnitsNuclear generating units or portions thereof whose decommissioning-related activities are subject to contractual elimination under regulatory accounting
Rider
RFPRequest for Proposal
RiderReconcilable Surcharge Recovery Mechanism
RMCRisk Management Committee
ROEReturn on equity
6




ROURight-of-useGLOSSARY OF TERMS AND ABBREVIATIONS
RSSAOther Terms and AbbreviationsReliability Support Services Agreement
RTOROURight-of-use
RTORegional Transmission Organization
SECS&PStandard & Poor’s Ratings Services
SECUnited States Securities and Exchange Commission
SERC
SEIUService Employees International Union
SERCSERC Reliability Corporation (formerly Southeast Electric Reliability Council)
SNF
SNFSpent Nuclear Fuel
SOSStandard Offer Service
TCJA
SPFPAInternational Union, Security, Police, and Fire Professionals of America
STRIDEMaryland Strategic Infrastructure Development and Enhancement Program
TCJATax Cuts and Jobs Act
Transition BondsTransition Bonds issued by ACE Funding
UpstreamNatural gas exploration and production activities
VIEUGSOAUnited Government Security Officers of America
VIEVariable Interest Entity
WECCWestern Electric Coordinating Council
ZECZero Emission Credit, or Zero Emission Certificate
ZESZero Emission Standard

7




FILING FORMAT
This combined Form 10-Q 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 including among others those related to the expected or potential impact of the novel coronavirus (COVID-19) pandemic, and the related responses of various governments and regulatory bodies, our customers, and the company, on our business, financial condition and results of operations; any such forward-looking statements, whether concerning the COVID-19 pandemic or otherwise, involve risks, assumptions and uncertainties. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic and financial performance, are intended to identify such forward-looking statements.
The factors that could cause actual results to differ materially from the forward-looking statements made by the Registrants include those factors discussed herein, as well as the items discussed in (1) the Registrants' combined 20182019 Annual Report on Form 10-K 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; (2) this Quarterly Report on Form 10-Q in (a) Part II, ITEM 1A. Risk Factors;Factors, (b) Part I, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part I, ITEM 1. Financial Statements: Note 16,14, Commitments and Contingencies; and (3) other factors discussed in filings with the SEC by the Registrants. Readers
Investors are cautioned not to place undue reliance on these forward-looking statements, whether written or oral, 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.

8




PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

9





EXELON CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended
September 30,
 Nine Months Ended
September 30,
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In millions, except per share data)2019 2018 2019 2018(In millions, except per share data)2020201920202019
Operating revenues       Operating revenues
Competitive businesses revenues$4,499
 $4,971
 $13,436
 $14,387
Competitive businesses revenues$4,330 $4,499 $12,344 $13,436 
Rate-regulated utility revenues4,510
 4,457
 12,758
 12,824
Rate-regulated utility revenues4,533 4,510 12,643 12,758 
Revenues from alternative revenue programs(80) (25) (98) (41)Revenues from alternative revenue programs(11)(80)(66)(98)
Operating revenue from affiliatesOperating revenue from affiliates
Total operating revenues8,929
 9,403
 26,096
 27,170
Total operating revenues8,853 8,929 24,925 26,096 
Operating expenses       Operating expenses
Competitive businesses purchased power and fuel2,648
 2,977
 8,142
 8,542
Competitive businesses purchased power and fuel2,311 2,648 6,967 8,142 
Rate-regulated utility purchased power and fuel1,304
 1,355
 3,589
 3,832
Rate-regulated utility purchased power and fuel1,303 1,304 3,439 3,589 
Operating and maintenance2,072
 2,346
 6,419
 7,036
Operating and maintenance2,732 2,072 7,370 6,419 
Depreciation and amortization1,083
 1,105
 3,237
 3,284
Depreciation and amortization1,289 1,083 3,312 3,237 
Taxes other than income452
 469
 1,316
 1,342
Taxes other than income taxesTaxes other than income taxes452 452 1,299 1,316 
Total operating expenses7,559

8,252

22,703

24,036
Total operating expenses8,087 7,559 22,387 22,703 
(Loss) gain on sales of assets and businesses(17) (5) 19
 55
Gain (Loss) on sales of assets and businessesGain (Loss) on sales of assets and businesses(17)16 19 
Operating income1,353

1,146

3,412

3,189
Operating income769 1,353 2,554 3,412 
Other income and (deductions)    
 
Other income and (deductions)
Interest expense, net(403) (387) (1,202) (1,119)Interest expense, net(398)(403)(1,222)(1,202)
Interest expense to affiliates(6) (6) (19) (19)Interest expense to affiliates(6)(6)(19)(19)
Other, net158
 194
 837
 212
Other, net421 158 352 837 
Total other income and (deductions)(251)
(199)
(384)
(926)Total other income and (deductions)17 (251)(889)(384)
Income before income taxes1,102
 947
 3,028
 2,263
Income before income taxes786 1,102 1,665 3,028 
Income taxes172
 137
 626
 262
Income taxes216 172 141 626 
Equity in losses of unconsolidated affiliates(170) (10) (182) (22)Equity in losses of unconsolidated affiliates(1)(170)(5)(182)
Net income760

800

2,220

1,979
Net income569 760 1,519 2,220 
Net (loss) income attributable to noncontrolling interests(12) 67
 56
 121
Net income (loss) attributable to noncontrolling interestsNet income (loss) attributable to noncontrolling interests68 (12)(85)56 
Net income attributable to common shareholders$772

$733

$2,164

$1,858
Net income attributable to common shareholders$501 $772 $1,604 $2,164 
Comprehensive income, net of income taxes       Comprehensive income, net of income taxes
Net income$760
 $800
 $2,220
 $1,979
Net income$569 $760 $1,519 $2,220 
Other comprehensive income (loss), net of income taxes       Other comprehensive income (loss), net of income taxes
Pension and non-pension postretirement benefit plans:       Pension and non-pension postretirement benefit plans:
Prior service benefit reclassified to periodic benefit cost(16) (17) (49) (50)Prior service benefit reclassified to periodic benefit cost(10)(16)(30)(49)
Actuarial loss reclassified to periodic benefit cost37
 62
 111
 186
Actuarial loss reclassified to periodic benefit cost49 37 142 111 
Pension and non-pension postretirement benefit plan valuation adjustment6
 5
 (32) 22
Pension and non-pension postretirement benefit plan valuation adjustment(13)(17)(32)
Unrealized gain on cash flow hedges
 
 
 12
Unrealized loss on cash flow hedgesUnrealized loss on cash flow hedges(1)(2)
Unrealized gain on investments in unconsolidated affiliates5
 
 1
 3
Unrealized gain on investments in unconsolidated affiliates
Unrealized (loss) gain on foreign currency translation(2) 2
 2
 (4)
Unrealized gain (loss) on foreign currency translationUnrealized gain (loss) on foreign currency translation(2)(3)
Other comprehensive income30

52

33

169
Other comprehensive income28 30 90 33 
Comprehensive income790

852

2,253

2,148
Comprehensive income597 790 1,609 2,253 
Comprehensive (loss) income attributable to noncontrolling interests(9) 67
 57
 123
Comprehensive income (loss) attributable to noncontrolling interestsComprehensive income (loss) attributable to noncontrolling interests68 (9)(85)57 
Comprehensive income attributable to common shareholders$799
 $785
 $2,196
 $2,025
Comprehensive income attributable to common shareholders$529 $799 $1,694 $2,196 
       
Average shares of common stock outstanding:       Average shares of common stock outstanding:
Basic973
 968
 972
 967
Basic976 973 976 972 
Assumed exercise and/or distributions of stock-based awards1
 2
 1
 2
Assumed exercise and/or distributions of stock-based awards
Diluted(a)
974
 970
 973
 969
Diluted(a)
977 974 976 973 
       
Earnings per average common share:       Earnings per average common share:
Basic$0.79
 $0.76
 $2.23
 $1.92
Basic$0.51 $0.79 $1.64 $2.23 
Diluted$0.79
 $0.76
 $2.22
 $1.92
Diluted$0.51 $0.79 $1.64 $2.22 
__________
(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 three and nine months ended September 30, 2019 and approximately 2 million and 3 million for the three and nine months ended September 30, 2018, respectively.

(a)The number of stock options not included in the calculation of diluted common shares outstanding due to their antidilutive effect was approximately 1 million for the three and nine months ended September 30, 2020, and less than 1 million for the three and nine months ended September 30, 2019.
See the Combined Notes to Consolidated Financial Statements
10




Table of Contents
EXELON CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
(In millions)20202019
Cash flows from operating activities
Net income$1,519 $2,220 
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation, amortization, and accretion, including nuclear fuel and energy contract amortization4,419 4,393 
Asset impairments567 174 
Gain on sales of assets and businesses(16)(15)
Deferred income taxes and amortization of investment tax credits164 412 
Net fair value changes related to derivatives(448)96 
Net realized and unrealized gains on NDT funds(59)(467)
Other non-cash operating activities988 460 
Changes in assets and liabilities:
Accounts receivable1,195 445 
Inventories(67)(94)
Accounts payable and accrued expenses(519)(671)
Option premiums (paid) received, net(131)13 
Collateral received (posted), net644 (254)
Income taxes(31)143 
Pension and non-pension postretirement benefit contributions(580)(377)
Other assets and liabilities(3,423)(1,079)
Net cash flows provided by operating activities4,222 5,399 
Cash flows from investing activities
Capital expenditures(5,606)(5,259)
Proceeds from NDT fund sales3,370 8,443 
Investment in NDT funds(3,438)(8,437)
Collection of DPP2,518 
Proceeds from sales of assets and businesses46 17 
Other investing activities(2)21 
Net cash flows used in investing activities(3,112)(5,215)
Cash flows from financing activities
Changes in short-term borrowings(689)430 
Proceeds from short-term borrowings with maturities greater than 90 days500 
Repayments on short-term borrowings with maturities greater than 90 days(125)
Issuance of long-term debt6,756 1,576 
Retirement of long-term debt(5,158)(644)
Dividends paid on common stock(1,119)(1,055)
Proceeds from employee stock plans62 94 
Other financing activities(104)(63)
Net cash flows provided by financing activities248 213 
Increase in cash, cash equivalents, and restricted cash1,358 397 
Cash, cash equivalents, and restricted cash at beginning of period1,122 1,781 
Cash, cash equivalents, and restricted cash at end of period$2,480 $2,178 
Supplemental cash flow information
Decrease in capital expenditures not paid$(11)$(96)
Increase in DPP3,275 
Increase in PPE related to ARO update775 344 
See the Combined Notes to Consolidated Financial Statements
11



 Nine Months Ended
September 30,
(In millions)2019 2018
Cash flows from operating activities   
Net income$2,220
 $1,979
Adjustments to reconcile net income to net cash flows provided by operating activities:   
Depreciation, amortization and accretion, including nuclear fuel and energy contract amortization4,393
 4,511
Asset impairments174
 49
Gain on sales of assets and businesses(15) (55)
Deferred income taxes and amortization of investment tax credits412
 97
Net fair value changes related to derivatives96
 67
Net realized and unrealized gains on NDT funds(467) (21)
Other non-cash operating activities460
 804
Changes in assets and liabilities:   
Accounts receivable445
 (167)
Inventories(94) (24)
Accounts payable and accrued expenses(671) 84
Option premiums received (paid), net13
 (36)
Collateral (posted) received, net(254) 222
Income taxes143
 166
Pension and non-pension postretirement benefit contributions(377) (362)
Other assets and liabilities(1,079) (639)
Net cash flows provided by operating activities5,399

6,675
Cash flows from investing activities   
Capital expenditures(5,259) (5,497)
Proceeds from NDT fund sales8,443
 6,379
Investment in NDT funds(8,437) (6,553)
Acquisition of assets and businesses, net
 (57)
Proceeds from sales of assets and businesses17
 90
Other investing activities21
 29
Net cash flows used in investing activities(5,215)
(5,609)
Cash flows from financing activities   
Changes in short-term borrowings430
 (218)
Proceeds from short-term borrowings with maturities greater than 90 days
 126
Repayments on short-term borrowings with maturities greater than 90 days(125) (1)
Issuance of long-term debt1,576
 2,664
Retirement of long-term debt(644) (1,480)
Dividends paid on common stock(1,055) (999)
Proceeds from employee stock plans94
 67
Other financing activities(63) (94)
Net cash flows provided by financing activities213

65
Increase in cash, cash equivalents and restricted cash397
 1,131
Cash, cash equivalents and restricted cash at beginning of period1,781
 1,190
Cash, cash equivalents and restricted cash at end of period$2,178

$2,321
    
Supplemental cash flow information   
Decrease in capital expenditures not paid$(96) $(175)
Increase in PPE related to ARO update344
 67


Table of Contents
EXELON CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions)September 30, 2020December 31, 2019
ASSETS
Current assets
Cash and cash equivalents$1,858 $587 
Restricted cash and cash equivalents485 358 
Accounts receivable
Customer accounts receivable3,1504,835
Customer allowance for credit losses(358)(243)
Customer accounts receivable, net2,792 4,592 
Other accounts receivable1,5761,631
Other allowance for credit losses(75)(48)
Other accounts receivable, net1,501 1,583 
Mark-to-market derivative assets472 679 
Unamortized energy contract assets41 47 
Inventories, net
Fossil fuel and emission allowances311 312 
Materials and supplies1,405 1,456 
Regulatory assets1,170 1,170 
Other2,277 1,253 
Total current assets12,312 12,037 
Property, plant, and equipment (net of accumulated depreciation and amortization of $25,582 and $23,979 as of September 30, 2020 and December 31, 2019, respectively)82,561 80,233 
Deferred debits and other assets
Regulatory assets8,485 8,335 
Nuclear decommissioning trust funds13,432 13,190 
Investments444 464 
Goodwill6,677 6,677 
Mark-to-market derivative assets383 508 
Unamortized energy contract assets308 336 
Other3,165 3,197 
Total deferred debits and other assets32,894 32,707 
Total assets(a)
$127,767 $124,977 
See the Combined Notes to Consolidated Financial Statements
12




(In millions)September 30, 2019 December 31, 2018
ASSETS   
Current assets   
Cash and cash equivalents$1,683
 $1,349
Restricted cash and cash equivalents309
 247
Accounts receivable, net   
Customer (net of allowance for uncollectible accounts of $248 and $283 as of September 30, 2019 and December 31, 2018, respectively)4,188
 4,607
Other (net of allowance for uncollectible accounts of $49 and $36 as of September 30, 2019 and December 31, 2018, respectively)1,085
 1,256
Mark-to-market derivative assets601
 804
Unamortized energy contract assets49
 48
Inventories, net   
Fossil fuel and emission allowances325
 334
Materials and supplies1,458
 1,351
Regulatory assets1,194
 1,222
Assets held for sale18
 904
Other1,296
 1,238
Total current assets12,206

13,360
Property, plant and equipment (net of accumulated depreciation and amortization of $23,590 and $22,902 as of September 30, 2019 and December 31, 2018, respectively)78,593
 76,707
Deferred debits and other assets   
Regulatory assets8,122
 8,237
Nuclear decommissioning trust funds12,706
 11,661
Investments471
 625
Goodwill6,677
 6,677
Mark-to-market derivative assets487
 452
Unamortized energy contract assets353
 372
Other3,123
 1,575
Total deferred debits and other assets31,939

29,599
Total assets(a)
$122,738

$119,666
Table of Contents

EXELON CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions)September 30, 2019 December 31, 2018(In millions)September 30, 2020December 31, 2019
LIABILITIES AND SHAREHOLDERS’ EQUITY   LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities   Current liabilities
Short-term borrowings$1,019
 $714
Short-term borrowings$1,181 $1,370 
Long-term debt due within one year4,248
 1,349
Long-term debt due within one year2,077 4,710 
Accounts payable3,348
 3,800
Accounts payable3,182 3,560 
Accrued expenses1,877
 2,112
Accrued expenses1,879 1,981 
Payables to affiliates5
 5
Payables to affiliates
Regulatory liabilities400
 644
Regulatory liabilities575 406 
Mark-to-market derivative liabilities239
 475
Mark-to-market derivative liabilities177 247 
Unamortized energy contract liabilities138
 149
Unamortized energy contract liabilities107 132 
Renewable energy credit obligation375
 344
Renewable energy credit obligation604 443 
Liabilities held for sale11
 777
Other1,425
 1,035
Other1,475 1,331 
Total current liabilities13,085
 11,404
Total current liabilities11,262 14,185 
Long-term debt32,056
 34,075
Long-term debt35,512 31,329 
Long-term debt to financing trusts390
 390
Long-term debt to financing trusts390 390 
Deferred credits and other liabilities   Deferred credits and other liabilities
Deferred income taxes and unamortized investment tax credits12,133
 11,330
Deferred income taxes and unamortized investment tax credits13,058 12,351 
Asset retirement obligations10,089
 9,679
Asset retirement obligations11,989 10,846 
Pension obligations3,712
 3,988
Pension obligations3,648 4,247 
Non-pension postretirement benefit obligations2,029
 1,928
Non-pension postretirement benefit obligations2,128 2,076 
Spent nuclear fuel obligation1,193
 1,171
Spent nuclear fuel obligation1,207 1,199 
Regulatory liabilities9,792
 9,559
Regulatory liabilities9,495 9,986 
Mark-to-market derivative liabilities416
 479
Mark-to-market derivative liabilities396 393 
Unamortized energy contract liabilities368
 463
Unamortized energy contract liabilities266 338 
Other3,123
 2,130
Other3,313 3,064 
Total deferred credits and other liabilities42,855
 40,727
Total deferred credits and other liabilities45,500 44,500 
Total liabilities(a)
88,386

86,596
Total liabilities(a)
92,664 90,404 
Commitments and contingencies

 

Commitments and contingencies
Shareholders’ equity   Shareholders’ equity
Common stock (No par value, 2,000 shares authorized, 972 shares and 968 shares outstanding at September 30, 2019 and December 31, 2018, respectively)19,238
 19,116
Treasury stock, at cost (2 shares at September 30, 2019 and December 31, 2018)(123) (123)
Common stock (No par value, 2,000 shares authorized, 976 shares and 973 shares outstanding at September 30, 2020 and December 31, 2019, respectively)Common stock (No par value, 2,000 shares authorized, 976 shares and 973 shares outstanding at September 30, 2020 and December 31, 2019, respectively)19,362 19,274 
Treasury stock, at cost (2 shares at September 30, 2020 and December 31, 2019)Treasury stock, at cost (2 shares at September 30, 2020 and December 31, 2019)(123)(123)
Retained earnings15,871
 14,766
Retained earnings16,749 16,267 
Accumulated other comprehensive loss, net(2,963) (2,995)Accumulated other comprehensive loss, net(3,104)(3,194)
Total shareholders’ equity32,023

30,764
Total shareholders’ equity32,884 32,224 
Noncontrolling interests2,329
 2,306
Noncontrolling interests2,219 2,349 
Total equity34,352

33,070
Total equity35,103 34,573 
Total liabilities and shareholders’ equity$122,738

$119,666
Total liabilities and shareholders’ equity$127,767 $124,977 
__________
(a)Exelon’s consolidated assets include $9,465 million and $9,667 million at September 30, 2019 and December 31, 2018, respectively, of certain VIEs that can only be used to settle the liabilities of the VIE. Exelon’s consolidated liabilities include $3,517 million and $3,548 million at September 30, 2019 and December 31, 2018, respectively, of certain VIEs for which the VIE creditors do not have recourse to Exelon. See Note 2 — Variable Interest Entities for additional information.

(a)Exelon’s consolidated assets include $10,102 million and $9,532 million at September 30, 2020 and December 31, 2019, respectively, of certain VIEs that can only be used to settle the liabilities of the VIE. Exelon’s consolidated liabilities include $3,531 million and $3,473 million at September 30, 2020 and December 31, 2019, respectively, of certain VIEs for which the VIE creditors do not have recourse to Exelon. See Note 16 — Variable Interest Entities for additional information.
See the Combined Notes to Consolidated Financial Statements
13




Table of Contents
EXELON CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
Nine Months Ended September 30, 2020
(In millions, shares
in thousands)
Issued
Shares
Common
Stock
Treasury
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Loss, net
Noncontrolling
Interests
Total Shareholders'
Equity
Balance, December 31, 2019974,416 $19,274 $(123)$16,267 $(3,194)$2,349 $34,573 
Net income (loss)— — — 582 — (206)376 
Long-term incentive plan activity1,354 (4)(4)
Employee stock purchase plan issuances470 31 31 
Changes in equity of noncontrolling interests— — — — — (9)(9)
Sale of noncontrolling interests— — — — — 
Common stock dividends
($0.38/common share)
— — — (374)— — (374)
Other comprehensive income, net of income taxes— — — — 21 21 
Balance, March 31, 2020976,240 $19,303 $(123)$16,475 $(3,173)$2,134 $34,616 
Net income— — — 521 — 53 574 
Long-term incentive plan activity148 17 17 
Employee stock purchase plan issuances(51)15 15 
Changes in equity of noncontrolling interests— — — — — (19)(19)
Sale of noncontrolling interests— — — — — 
Common stock dividends
($0.38/common share)
— — — (374)— — (374)
Other comprehensive income, net of income taxes— — — — 41 41 
Balance, June 30, 2020976,337 $19,336 $(123)$16,622 $(3,132)$2,168 $34,871 
Net income— — — 501 — 68 569 
Long-term incentive plan activity68 10 — — — — 10 
Employee stock purchase plan issuances1,000 16 — — — — 16 
Changes in equity of noncontrolling interests— — — — — (17)(17)
Common stock dividends
($0.38/common share)
— — — (374)— — (374)
Other comprehensive income net of income taxes— — — — 28 — 28 
Balance, September 30, 2020977,405 $19,362 $(123)$16,749 $(3,104)$2,219 $35,103 









See the Combined Notes to Consolidated Financial Statements
14




Table of Contents
 Nine Months Ended September 30, 2019
(In millions, shares
in thousands)
Issued
Shares
 
Common
Stock
 
Treasury
Stock
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss, net
 
Noncontrolling
Interests
 
Total Shareholders'
Equity
Balance, December 31, 2018970,020
 $19,116
 $(123) $14,766
 $(2,995) $2,306
 $33,070
Net income
 
 
 907
 
 59
 966
Long-term incentive plan activity2,446
 (3) 
 
 
 
 (3)
Employee stock purchase plan issuances320
 51
 
 
 
 
 51
Changes in equity of noncontrolling interests
 
 
 
 
 (17) (17)
Sale of noncontrolling interests
 7
 
 
 
 
 7
Common stock dividends
($0.36/common share)

 
 
 (352) 
 
 (352)
Other comprehensive loss, net of income taxes
 
 
 
 (17) (1) (18)
Balance, March 31, 2019972,786

$19,171

$(123)
$15,321

$(3,012)
$2,347

$33,704
Net income
 
 
 484
 
 10
 494
Long-term incentive plan activity320
 14
 
 
 
 
 14
Employee stock purchase plan issuances311
 24
 
 
 
 
 24
Changes in equity of noncontrolling interests
 
 
 
 
 3
 3
Common stock dividends
($0.36/common share)

 
 
 (353) 
 
 (353)
Other comprehensive income (loss), net of income taxes
 
 
 
 22
 (1) 21
Balance, June 30, 2019973,417
 $19,209
 $(123) $15,452
 $(2,990) $2,359
 $33,907
Net income (loss)
 
 
 772
 
 (12) 760
Long-term incentive plan activity207
 10
 
 
 
 
 10
Employee stock purchase plan issuances317
 19
 
 
 
 
 19
Changes in equity of noncontrolling interests
 
 
 
 
 (18) (18)
Common stock dividends
($0.36/common share)

 
 
 (353) 
 
 (353)
Other comprehensive income net of income taxes
 
 
 
 27
 
 27
Balance, September 30, 2019973,941
 $19,238
 $(123) $15,871
 $(2,963) $2,329
 $34,352
EXELON CORPORATION AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
Nine Months Ended September 30, 2019
(In millions, shares
in thousands)
Issued
Shares
Common
Stock
Treasury
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Loss, net
Noncontrolling
Interests
Total Shareholders'
Equity
Balance, December 31, 2018970,020 $19,116 $(123)$14,766 $(2,995)$2,306 $33,070 
Net income— — — 907 — 59 966 
Long-term incentive plan activity2,446 (3)(3)
Employee stock purchase plan issuances320 51 51 
Changes in equity of noncontrolling interests— — — — — (17)(17)
Sale of noncontrolling interests— — — — — 
Common stock dividends
($0.36/common share)
— — — (352)— — (352)
Other comprehensive loss, net of income taxes— — — — (17)(1)(18)
Balance, March 31, 2019972,786 $19,171 $(123)$15,321 $(3,012)$2,347 $33,704 
Net income— — — 484 — 10 494 
Long-term incentive plan activity320 14 14 
Employee stock purchase plan issuances311 24 24 
Changes in equity of noncontrolling interests— — — — — 
Common stock dividends
($0.36/common share)
— — — (353)— — (353)
Other comprehensive income, net of income taxes— — — — 22 (1)21 
Balance, June 30, 2019973,417 $19,209 $(123)$15,452 $(2,990)$2,359 $33,907 
Net Income (loss)— — — 772 — (12)760 
Long-term incentive plan activity207 10 — — — — 10 
Employee stock purchase plan issuances317 19 — — — — 19 
Changes in equity of noncontrolling interests— — — — — (18)(18)
Common stock dividends
($0.36/common share)
— — — (353)— — (353)
Other comprehensive income, net of income taxes— — — — 27 27 
Balance, September 30, 2019973,941 $19,238 $(123)$15,871 $(2,963)$2,329 $34,352 
See the Combined Notes to Consolidated Financial Statements
15



 Nine Months Ended September 30, 2018
(In millions, shares
in thousands)
Issued
Shares
 
Common
Stock
 
Treasury
Stock
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss, net
 
Noncontrolling
Interests
 
Total Shareholders'
Equity
Balance, December 31, 2017965,168
 $18,964
 $(123) $14,081
 $(3,026) $2,291
 $32,187
Net income
 
 
 585
 
 51
 636
Long-term incentive plan activity1,685
 (3) 
 
 
 
 (3)
Employee stock purchase plan issuances361
 12
 
 
 
 
 12
Changes in equity of noncontrolling interests
 
 
 
 
 (9) (9)
Common stock dividends
($0.35/common share)

 
 
 (334) 
 
 (334)
Other comprehensive income, net of income taxes
 
 
 
 71
 1
 72
Impact of adoption of Recognition and Measurement of Financial Assets and Liabilities standard
 
 
 14
 (10) 
 4
Balance, March 31, 2018967,214
 $18,973
 $(123) $14,346
 $(2,965) $2,334
 $32,565
Net income
 
 
 539
 
 3
 542
Long-term incentive plan activity183
 20
 
 
 
 
 20
Employee stock purchase plan issuances342
 15
 
 
 
 
 15
Changes in equity of noncontrolling interests
 
 
 
 
 (14) (14)
Common stock dividends
($0.35/common share)

 
 
 (334) 
 
 (334)
Other comprehensive income, net of income taxes
 
 
 
 44
 1
 45
Balance, June 30, 2018967,739
 $19,008
 $(123) $14,551
 $(2,921) $2,324
 $32,839
Net Income
 
 
 733
 
 67
 800
Long-term incentive plan activity809
 15
 
 
 
 
 15
Employee stock purchase plan issuances294
 40
 
 
 
 
 40
Changes in equity of noncontrolling interests
 
 
 
 
 (23) (23)
Common stock dividends
($0.35/common share)

 
 
 (335) 
 
 (335)
Other comprehensive income, net of income taxes
 
 
 
 52
 
 52
Balance, September 30, 2018968,842
 $19,063
 $(123) $14,949
 $(2,869) $2,368
 $33,388

Table of Contents


EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In millions)2020201920202019
Operating revenues
Operating revenues$4,328 $4,499 $12,340 $13,436 
Operating revenues from affiliates331 275 932 844 
Total operating revenues4,659 4,774 13,272 14,280 
Operating expenses
Purchased power and fuel2,311 2,648 6,967 8,141 
Purchased power and fuel from affiliates(6)
Operating and maintenance1,605 947 3,779 3,131 
Operating and maintenance from affiliates132 140 409 439 
Depreciation and amortization558 407 1,161 1,221 
Taxes other than income taxes118 129 364 394 
Total operating expenses4,727 4,274 12,674 13,333 
(Loss) Gain on sales of assets and businesses(18)12 15 
Operating (loss) income(68)482 610 962 
Other income and (deductions)
Interest expense, net(72)(101)(251)(310)
Interest expense to affiliates(8)(8)(26)(26)
Other, net367 128 199 729 
Total other income and (deductions)287 19 (78)393 
Income before income taxes219 501 532 1,355 
Income taxes100 87 41 388 
Equity in losses of unconsolidated affiliates(2)(170)(6)(183)
Net income117 244 485 784 
Net income (loss) attributable to noncontrolling interests68 (13)(85)56 
Net income attributable to membership interest$49 $257 $570 $728 
Comprehensive income, net of income taxes
Net income$117 $244 $485 $784 
Other comprehensive income (loss), net of income taxes
Unrealized loss on cash flow hedges(1)
Unrealized gain on investments in unconsolidated affiliates
Unrealized gain (loss) on foreign currency translation(2)(3)
Other comprehensive income (loss)(4)
Comprehensive income120 247 481 787 
Comprehensive income (loss) attributable to noncontrolling interests68 (10)(85)57 
Comprehensive income attributable to membership interest$52 $257 $566 $730 
See the Combined Notes to Consolidated Financial Statements
16



 Three Months Ended
September 30,
 Nine Months Ended
September 30,
(In millions)2019 2018 2019 2018
Operating revenues       
Operating revenues$4,499
 $4,970
 $13,436
 $14,389
Operating revenues from affiliates275
 308
 844
 979
Total operating revenues4,774

5,278

14,280

15,368
Operating expenses       
Purchased power and fuel2,648
 2,977
 8,141
 8,542
Purchased power and fuel from affiliates3
 3
 7
 10
Operating and maintenance947
 1,218
 3,131
 3,643
Operating and maintenance from affiliates140
 152
 439
 483
Depreciation and amortization407
 468
 1,221
 1,383
Taxes other than income129
 143
 394
 414
Total operating expenses4,274

4,961

13,333

14,475
(Loss) gain on sales of assets and businesses(18) (6) 15
 48
Operating income482

311

962

941
Other income and (deductions)       
Interest expense, net(101) (93) (310) (278)
Interest expense to affiliates(8) (8) (26) (27)
Other, net128
 179
 729
 164
Total other income and (deductions)19

78

393

(141)
Income before income taxes501
 389
 1,355
 800
Income taxes87
 78
 388
 110
Equity in losses of unconsolidated affiliates(170) (11) (183) (23)
Net income244

300

784

667
Net (loss) income attributable to noncontrolling interests(13) 66
 56
 120
Net income attributable to membership interest$257

$234

$728

$547
Comprehensive income, net of income taxes       
Net income$244
 $300
 $784
 $667
Other comprehensive income (loss), net of income taxes       
Unrealized gain on cash flow hedges
 
 
 12
Unrealized gain on investments in unconsolidated affiliates5
 
 1
 3
Unrealized (loss) gain on foreign currency translation(2) 2
 2
 (4)
Other comprehensive income3

2

3

11
Comprehensive income247

302

787

678
Comprehensive (loss) income attributable to noncontrolling interests(10) 66
 57
 122
Comprehensive income attributable to membership interest$257
 $236
 $730
 $556


Table of Contents
EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
(In millions)20202019
Cash flows from operating activities
Net income$485 $784 
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation, amortization, and accretion, including nuclear fuel and energy contract amortization2,266 2,377 
Asset impairments552 174 
Gain on sales of assets and businesses(12)(15)
Deferred income taxes and amortization of investment tax credits(51)201 
Net fair value changes related to derivatives(448)102 
Net realized and unrealized gains on NDT funds(59)(467)
Other non-cash operating activities293 (95)
Changes in assets and liabilities:
Accounts receivable1,463 395 
Receivables from and payables to affiliates, net75 (12)
Inventories(65)(36)
Accounts payable and accrued expenses(619)(428)
Option premiums (paid) received, net(131)13 
Collateral posted, net640 (292)
Income taxes112 327 
Pension and non-pension postretirement benefit contributions(249)(165)
Other assets and liabilities(2,889)(390)
Net cash flows provided by operating activities1,363 2,473 
Cash flows from investing activities
Capital expenditures(1,212)(1,282)
Proceeds from NDT fund sales3,370 8,443 
Investment in NDT funds(3,438)(8,437)
Collection of DPP2,518 
Proceeds from sales of assets and businesses46 17 
Other investing activities(6)
Net cash flows provided by (used in) investing activities1,289 (1,265)
Cash flows from financing activities
Changes in short-term borrowings(280)
Proceeds from short-term borrowings with maturities greater than 90 days500 
Issuance of long-term debt2,405 41 
Retirement of long-term debt(3,613)(196)
Changes in Exelon intercompany money pool(100)
Distributions to member(1,406)(674)
Contributions from member64 
Other financing activities(48)(37)
Net cash flows used in financing activities(2,378)(966)
Increase in cash, cash equivalents, and restricted cash274 242 
Cash, cash equivalents, and restricted cash at beginning of period449 903 
Cash, cash equivalents, and restricted cash at end of period$723 $1,145 
Supplemental cash flow information
Decrease in capital expenditures not paid$(77)$(24)
Increase in DPP3,275 
Increase in PPE related to ARO update775 342 
See the Combined Notes to Consolidated Financial Statements
17



 Nine Months Ended
September 30,
(In millions)2019 2018
Cash flows from operating activities   
Net income$784
 $667
Adjustments to reconcile net income to net cash flows provided by operating activities:   
Depreciation, amortization and accretion, including nuclear fuel and energy contract amortization2,377
 2,608
Asset impairments174
 49
Gain on sales of assets and businesses(15) (48)
Deferred income taxes and amortization of investment tax credits201
 (278)
Net fair value changes related to derivatives102
 73
Net realized and unrealized gains on NDT funds(467) (21)
Other non-cash operating activities(95) 187
Changes in assets and liabilities:
 
Accounts receivable395
 126
Receivables from and payables to affiliates, net(12) (7)
Inventories(36) (10)
Accounts payable and accrued expenses(428) (59)
Option premiums received (paid), net13
 (36)
Collateral (posted) received, net(292) 228
Income taxes327
 220
Pension and non-pension postretirement benefit contributions(165) (134)
Other assets and liabilities(390) (154)
Net cash flows provided by operating activities2,473

3,411
Cash flows from investing activities   
Capital expenditures(1,282) (1,660)
Proceeds from NDT fund sales8,443
 6,379
Investment in NDT funds(8,437) (6,553)
Acquisition of assets and businesses, net
 (57)
Proceeds from sales of assets and businesses17
 90
Other investing activities(6) (5)
Net cash flows used in investing activities(1,265)
(1,806)
Cash flows from financing activities   
Issuance of long-term debt41
 14
Retirement of long-term debt(196) (100)
Changes in Exelon intercompany money pool(100) (54)
Distributions to member(674) (688)
Contributions from member

54
Other financing activities(37) (46)
Net cash flows used in financing activities(966)
(820)
Increase in cash, cash equivalents and restricted cash242
 785
Cash, cash equivalents and restricted cash at beginning of period903
 554
Cash, cash equivalents and restricted cash at end of period$1,145

$1,339
    
Supplemental cash flow information   
Decrease in capital expenditures not paid$(24) $(226)
Increase in PPE related to ARO update342
 47


Table of Contents
EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions)September 30, 2020December 31, 2019
ASSETS
Current assets
Cash and cash equivalents$623 $303 
Restricted cash and cash equivalents100 146 
Accounts receivable
Customer accounts receivable1,0892,973
Customer allowance for credit losses(33)(80)
Customer accounts receivable, net1,056 2,893 
Other accounts receivable311619
Other accounts receivable, net311 619 
Mark-to-market derivative assets471 675 
Receivables from affiliates109 190 
Unamortized energy contract assets41 47 
Inventories, net
Fossil fuel and emission allowances238 236 
Materials and supplies971 1,026 
Renewable energy credits576 336 
Other1,387 605 
Total current assets5,883 7,076 
Property, plant, and equipment (net of accumulated depreciation and amortization of $12,588 and $12,017 as of September 30, 2020 and December 31, 2019, respectively)23,709 24,193 
Deferred debits and other assets
Nuclear decommissioning trust funds13,432 13,190 
Investments197 235 
Goodwill47 47 
Mark-to-market derivative assets383 508 
Prepaid pension asset1,584 1,438 
Unamortized energy contract assets308 336 
Deferred income taxes12 
Other1,820 1,960 
Total deferred debits and other assets17,780 17,726 
Total assets(a)
$47,372 $48,995 
See the Combined Notes to Consolidated Financial Statements
18




(In millions)September 30, 2019 December 31, 2018
ASSETS   
Current assets   
Cash and cash equivalents$1,019
 $750
Restricted cash and cash equivalents126
 153
Accounts receivable, net   
Customer (net of allowance for uncollectible accounts of $75 and $103 as of September 30, 2019 and December 31, 2018, respectively)2,587
 2,941
Other (net of allowance for uncollectible accounts of $1 as of both September 30, 2019 and December 31, 2018)337
 562
Mark-to-market derivative assets602
 804
Receivables from affiliates166
 173
Unamortized energy contract assets49
 49
Inventories, net   
Fossil fuel and emission allowances243
 251
Materials and supplies1,010
 963
Assets held for sale18
 904
Other1,002
 883
Total current assets7,159

8,433
Property, plant and equipment (net of accumulated depreciation and amortization of $11,972 and $12,206 as of September 30, 2019 and December 31, 2018, respectively)23,591
 23,981
Deferred debits and other assets   
Nuclear decommissioning trust funds12,706
 11,661
Investments248
 414
Goodwill47
 47
Mark-to-market derivative assets483
 452
Prepaid pension asset1,472
 1,421
Unamortized energy contract assets352
 371
Deferred income taxes11
 21
Other1,915
 755
Total deferred debits and other assets17,234

15,142
Total assets(a)
$47,984

$47,556
Table of Contents

EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions)September 30, 2019 December 31, 2018(In millions)September 30, 2020December 31, 2019
LIABILITIES AND EQUITY   LIABILITIES AND EQUITY
Current liabilities   Current liabilities
Short-term borrowingsShort-term borrowings$540 $320 
Long-term debt due within one year$2,706
 $906
Long-term debt due within one year203 2,624 
Long-term debt to affiliates due within one yearLong-term debt to affiliates due within one year551 558 
Accounts payable1,583
 1,847
Accounts payable1,109 1,692 
Accrued expenses762
 898
Accrued expenses699 786 
Payables to affiliates134
 139
Payables to affiliates113 117 
Borrowings from Exelon intercompany money pool
 100
Mark-to-market derivative liabilities212
 449
Mark-to-market derivative liabilities147 215 
Unamortized energy contract liabilities21
 31
Unamortized energy contract liabilities17 
Renewable energy credit obligation374
 343
Renewable energy credit obligation604 443 
Liabilities held for sale11
 777
Other541
 279
Other437 517 
Total current liabilities6,344
 5,769
Total current liabilities4,411 7,289 
Long-term debt5,018
 6,989
Long-term debt5,677 4,464 
Long-term debt to affiliates889
 898
Long-term debt to affiliates325 328 
Deferred credits and other liabilities   Deferred credits and other liabilities
Deferred income taxes and unamortized investment tax credits3,607
 3,383
Deferred income taxes and unamortized investment tax credits3,715 3,752 
Asset retirement obligations9,855
 9,450
Asset retirement obligations11,744 10,603 
Non-pension postretirement benefit obligations885
 900
Non-pension postretirement benefit obligations864 878 
Spent nuclear fuel obligation1,193
 1,171
Spent nuclear fuel obligation1,207 1,199 
Payables to affiliates2,960
 2,606
Payables to affiliates2,888 3,103 
Mark-to-market derivative liabilities163
 252
Mark-to-market derivative liabilities121 123 
Unamortized energy contract liabilities11
 20
Unamortized energy contract liabilities11 
Other1,466
 610
Other1,488 1,415 
Total deferred credits and other liabilities20,140
 18,392
Total deferred credits and other liabilities22,035 21,084 
Total liabilities(a)
32,391
 32,048
Total liabilities(a)
32,448 33,165 
Commitments and contingencies

 

Commitments and contingencies
Equity   Equity
Member’s equity   Member’s equity
Membership interest9,525
 9,518
Membership interest9,633 9,566 
Undistributed earnings3,778
 3,724
Undistributed earnings3,114 3,950 
Accumulated other comprehensive loss, net(36) (38)Accumulated other comprehensive loss, net(36)(32)
Total member’s equity13,267
 13,204
Total member’s equity12,711 13,484 
Noncontrolling interests2,326
 2,304
Noncontrolling interests2,213 2,346 
Total equity15,593
 15,508
Total equity14,924 15,830 
Total liabilities and equity$47,984
 $47,556
Total liabilities and equity$47,372 $48,995 
__________
(a)Generation’s consolidated assets include $9,443 million and $9,634 million at September 30, 2019 and December 31, 2018, respectively, of certain VIEs that can only be used to settle the liabilities of the VIE. Generation’s consolidated liabilities include $3,467 million and $3,480 million at September 30, 2019 and December 31, 2018, respectively, of certain VIEs for which the VIE creditors do not have recourse to Generation. See Note 2 — Variable Interest Entities for additional information.

(a)Generation’s consolidated assets include $10,082 million and $9,512 million at September 30, 2020 and December 31, 2019, respectively, of certain VIEs that can only be used to settle the liabilities of the VIE. Generation’s consolidated liabilities include $3,499 million and $3,429 million at September 30, 2020 and December 31, 2019, respectively, of certain VIEs for which the VIE creditors do not have recourse to Generation. See Note 16 — Variable Interest Entities for additional information.
See the Combined Notes to Consolidated Financial Statements
19




Table of Contents
EXELON GENERATION COMPANY, LLC AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
Nine Months Ended September 30, 2020
Member’s Equity
(In millions)Membership
Interest
Undistributed
Earnings
Accumulated
Other
Comprehensive
Loss, net
Noncontrolling
Interests
Total Equity
Balance, December 31, 2019$9,566 $3,950 $(32)$2,346 $15,830 
Net income (loss)— 45 — (206)(161)
Changes in equity of noncontrolling interests— — — (11)(11)
Sale of noncontrolling interests— — — 
Distributions to member— (468)— — (468)
Other comprehensive loss, net of income taxes— (9)(9)
Balance, March 31, 2020$9,568 $3,527 $(41)$2,129 $15,183 
Net income— 476 — 53 529 
Changes in equity of noncontrolling interests— — — (19)(19)
Sale of noncontrolling interests— — — 
Distributions to member— (469)— — (469)
Other comprehensive loss, net of income taxes— 
Balance, June 30, 2020$9,569 $3,534 $(39)$2,163 $15,227 
Net income— 49 — 68 117 
Changes in equity of noncontrolling interests— — — (18)(18)
Sale of noncontrolling interests— — — 
Contribution from member64 — — — 64 
Distributions to member— (469)— — (469)
Other comprehensive income, net of income taxes— 
Balance, September 30, 2020$9,633 $3,114 $(36)$2,213 $14,924 
See the Combined Notes to Consolidated Financial Statements
20




Table of Contents
Nine Months Ended September 30, 2019Nine Months Ended September 30, 2019
Member’s Equity    Member’s Equity
(In millions)
Membership
Interest
 
Undistributed
Earnings
 
Accumulated
Other
Comprehensive
Loss, net
 
Noncontrolling
Interests
 Total Equity(In millions)Membership
Interest
Undistributed
Earnings
Accumulated
Other
Comprehensive
Loss, net
Noncontrolling
Interests
Total Equity
Balance, December 31, 2018$9,518
 $3,724
 $(38) $2,304
 $15,508
Balance, December 31, 2018$9,518 $3,724 $(38)$2,304 $15,508 
Net income
 363
 
 59
 422
Net income— 363 — 59 422 
Changes in equity of noncontrolling interests
 
 
 (17) (17)Changes in equity of noncontrolling interests— — — (17)(17)
Sale of noncontrolling interests7
 
 
 
 7
Sale of noncontrolling interests— — — 
Distributions to member
 (225) 
 
 (225)Distributions to member— (225)— — (225)
Other comprehensive income (loss), net of income taxes
 
 2
 (1) 1
Other comprehensive income, net of income taxesOther comprehensive income, net of income taxes— (1)
Balance, March 31, 2019$9,525

$3,862

$(36)
$2,345

$15,696
Balance, March 31, 2019$9,525 $3,862 $(36)$2,345 $15,696 
Net income
 108
 
 10
 118
Net income— 108 — 10 118 
Changes in equity of noncontrolling interests
 
 
 3
 3
Changes in equity of noncontrolling interests— — — 
Distributions to member
 (224) 
 
 (224)Distributions to member— (224)— — (224)
Other comprehensive loss, net of income taxes
 
 
 (1) (1)
Other comprehensive income, net of income taxesOther comprehensive income, net of income taxes— (1)(1)
Balance, June 30, 2019$9,525
 $3,746
 $(36) $2,357
 $15,592
Balance, June 30, 2019$9,525 $3,746 $(36)$2,357 $15,592 
Net income (loss)
 257
 
 (13) 244
Net income (loss)— 257 — (13)244 
Changes in equity of noncontrolling interests
 
 
 (18) (18)Changes in equity of noncontrolling interests— — — (18)(18)
Distributions to member
 (225) 
 
 (225)Distributions to member— (225)— — (225)
Balance, September 30, 2019$9,525
 $3,778
 $(36) $2,326
 $15,593
Balance, September 30, 2019$9,525 $3,778 $(36)$2,326 $15,593 



See the Combined Notes to Consolidated Financial Statements
21



 Nine Months Ended September 30, 2018
 Member’s Equity    
(In millions)
Membership
Interest
 
Undistributed
Earnings
 
Accumulated
Other
Comprehensive
Loss, net
 
Noncontrolling
Interests
 Total Equity
Balance, December 31, 2017$9,357
 $4,349
 $(37) $2,290
 $15,959
Net income
 136
 
 50
 186
Changes in equity of noncontrolling interests
 
 
 (9) (9)
Distributions to member
 (188) 
 
 (188)
Other comprehensive income, net of income taxes
 
 6
 1
 7
Impact of adoption of Recognition and Measurement of Financial Assets and Liabilities standard
 6
 (3) 
 3
Balance, March 31, 2018$9,357
 $4,303
 $(34) $2,332
 $15,958
Net income
 178
 
 3
 181
Changes in equity of noncontrolling interests
 
 
 (13) (13)
Distributions to member
 (189) 
 
 (189)
Other comprehensive income, net of income taxes
 
 1
 1
 2
Balance, June 30, 2018$9,357
 $4,292
 $(33) $2,323
 $15,939
Net income
 234
 
 66
 300
Changes in equity of noncontrolling interests
 
 
 (23) (23)
Contribution from member54
 
 
 
 54
Distributions to member
 (312) 
 
 (312)
Other comprehensive income, net of income taxes
 
 2
 
 2
Balance, September 30, 2018$9,411
 $4,214
 $(31) $2,366
 $15,960

Table of Contents


COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In millions)2020201920202019
Operating revenues
Electric operating revenues$1,666 $1,635 $4,519 $4,427 
Revenues from alternative revenue programs(38)(56)(51)(98)
Operating revenues from affiliates15 31 13 
Total operating revenues1,643 1,583 4,499 4,342 
Operating expenses
Purchased power535 494 1,305 1,199 
Purchased power from affiliate71 83 252 270 
Operating and maintenance252 267 964 771 
Operating and maintenance from affiliate69 73 209 196 
Depreciation and amortization294 259 841 767 
Taxes other than income taxes81 80 227 228 
Total operating expenses1,302 1,256 3,798 3,431 
Gain on sales of assets
Operating income341 328 701 915 
Other income and (deductions)
Interest expense, net(92)(87)(277)(258)
Interest expense to affiliates(3)(4)(10)(10)
Other, net10 32 27 
Total other income and (deductions)(85)(83)(255)(241)
Income before income taxes256 245 446 674 
Income taxes60 45 142 130 
Net income$196 $200 $304 $544 
Comprehensive income$196 $200 $304 $544 

22



 Three Months Ended
September 30,
 Nine Months Ended
September 30,
(In millions)2019 2018 2019 2018
Operating revenues       
Electric operating revenues$1,635
 $1,609
 $4,427
 $4,512
Revenues from alternative revenue programs(56) (15) (98) (27)
Operating revenues from affiliates4
 4
 13
 23
Total operating revenues1,583

1,598

4,342

4,508
Operating expenses       
Purchased power494
 496
 1,199
 1,281
Purchased power from affiliate83
 123
 270
 421
Operating and maintenance267
 276
 771
 785
Operating and maintenance from affiliate73
 61
 196
 189
Depreciation and amortization259
 237
 767
 696
Taxes other than income80
 82
 228
 238
Total operating expenses1,256

1,275

3,431

3,610
Gain on sales of assets1
 
 4
 5
Operating income328

323

915

903
Other income and (deductions)       
Interest expense, net(87) (82) (258) (251)
Interest expense to affiliates(4) (3) (10) (10)
Other, net8
 7
 27
 21
Total other income and (deductions)(83)
(78)
(241)
(240)
Income before income taxes245
 245
 674
 663
Income taxes45
 52
 130
 140
Net income$200

$193

$544

$523
Comprehensive income$200
 $193
 $544
 $523


Table of Contents
COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
(In millions)20202019
Cash flows from operating activities
Net income$304 $544 
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation, amortization, and accretion841 767 
Asset impairments15 
Deferred income taxes and amortization of investment tax credits205 115 
Other non-cash operating activities354 180 
Changes in assets and liabilities:
Accounts receivable(104)(38)
Receivables from and payables to affiliates, net(13)(27)
Inventories(2)(16)
Accounts payable and accrued expenses21 (132)
Collateral received (posted), net43 
Income taxes(22)25 
Pension and non-pension postretirement benefit contributions(145)(71)
Other assets and liabilities(380)(245)
Net cash flows provided by operating activities1,077 1,145 
Cash flows from investing activities
Capital expenditures(1,583)(1,413)
Other investing activities25 
Net cash flows used in investing activities(1,583)(1,388)
Cash flows from financing activities
Changes in short-term borrowings11 387 
Issuance of long-term debt1,000 400 
Retirement of long-term debt(500)(300)
Dividends paid on common stock(374)(380)
Contributions from parent488 187 
Other financing activities(14)(10)
Net cash flows provided by financing activities611 284 
Increase in cash, cash equivalents, and restricted cash105 41 
Cash, cash equivalents, and restricted cash at beginning of period403 330 
Cash, cash equivalents, and restricted cash at end of period$508 $371 
Supplemental cash flow information
Increase (decrease) in capital expenditures not paid$49 $(52)
See the Combined Notes to Consolidated Financial Statements
23



 Nine Months Ended
September 30,
(In millions)2019 2018
Cash flows from operating activities   
Net income$544
 $523
Adjustments to reconcile net income to net cash flows provided by operating activities:   
Depreciation and amortization767
 696
Deferred income taxes and amortization of investment tax credits115
 214
Other non-cash operating activities180
 187
Changes in assets and liabilities:   
Accounts receivable(38) (190)
Receivables from and payables to affiliates, net(27) 8
Inventories(16) 4
Accounts payable and accrued expenses(132) (38)
Collateral posted, net43
 (10)
Income taxes25
 (65)
Pension and non-pension postretirement benefit contributions(71) (41)
Other assets and liabilities(245) (170)
Net cash flows provided by operating activities1,145

1,118
Cash flows from investing activities   
Capital expenditures(1,413) (1,540)
Other investing activities25
 22
Net cash flows used in investing activities(1,388)
(1,518)
Cash flows from financing activities   
Changes in short-term borrowings387
 
Issuance of long-term debt400
 1,350
Retirement of long-term debt(300) (840)
Contributions from parent187
 387
Dividends paid on common stock(380) (345)
Other financing activities(10) (16)
Net cash flows provided by financing activities284

536
Increase in cash, cash equivalents and restricted cash41
 136
Cash, cash equivalents and restricted cash at beginning of period330
 144
Cash, cash equivalents and restricted cash at end of period$371

$280
    
Supplemental cash flow information   
Decrease in capital expenditures not paid$(52) $(28)


Table of Contents
COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions)September 30, 2020December 31, 2019
ASSETS
Current assets
   Cash and cash equivalents$76 $90 
   Restricted cash and cash equivalents305 150 
   Accounts receivable
   Customer accounts receivable707604
   Customer allowance for credit losses(105)(59)
       Customer accounts receivable, net602 545 
   Other accounts receivable309306
   Other allowance for credit losses(27)(20)
       Other accounts receivable, net282 286 
   Receivables from affiliates20 28 
   Inventories, net160 159 
   Regulatory assets274 281 
   Other59 44 
   Total current assets1,778 1,583 
Property, plant, and equipment (net of accumulated depreciation and amortization of $5,533 and $5,168 as of September 30, 2020 and December 31, 2019, respectively)24,081 23,107 
Deferred debits and other assets
   Regulatory assets1,742 1,480 
   Investments
   Goodwill2,625 2,625 
   Receivables from affiliates2,445 2,622 
   Prepaid pension asset1,050 995 
   Other516 347 
   Total deferred debits and other assets8,384 8,075 
Total assets$34,243 $32,765 
See the Combined Notes to Consolidated Financial Statements
24




(In millions)September 30, 2019 December 31, 2018
ASSETS   
Current assets   
Cash and cash equivalents$76
 $135
Restricted cash124
 29
Accounts receivable, net   
Customer (net of allowance for uncollectible accounts of $65 and $61 as of September 30, 2019 and December 31, 2018, respectively)561
 539
Other (net of allowance for uncollectible accounts of $21 and $20 as of September 30, 2019 and December 31, 2018, respectively)322
 320
Receivables from affiliates27
 20
Inventories, net162
 148
Regulatory assets286
 293
Other48
 86
Total current assets1,606

1,570
Property, plant and equipment (net of accumulated depreciation and amortization of $5,046 and $4,684 as of September 30, 2019 and December 31, 2018, respectively)22,795
 22,058
Deferred debits and other assets   
Regulatory assets1,436
 1,307
Investments6
 6
Goodwill2,625
 2,625
Receivables from affiliates2,487
 2,217
Prepaid pension asset1,020
 1,035
Other351
 395
Total deferred debits and other assets7,925

7,585
Total assets$32,326

$31,213
Table of Contents

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions)September 30, 2020December 31, 2019
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
   Short-term borrowings$141 $130 
   Long-term debt due within one year350 500 
   Accounts payable671 527 
   Accrued expenses282 385 
   Payables to affiliates82 103 
   Customer deposits100 118 
   Regulatory liabilities251 200 
   Mark-to-market derivative liabilities30 32 
   Deferred Prosecution Agreement payments200 
   Other140 122 
   Total current liabilities2,247 2,117 
Long-term debt8,631 7,991 
Long-term debt to financing trust205 205 
Deferred credits and other liabilities
   Deferred income taxes and unamortized investment tax credits4,299 4,021 
   Asset retirement obligations126 128 
   Non-pension postretirement benefits obligations175 180 
   Regulatory liabilities6,420 6,542 
   Mark-to-market derivative liabilities274 269 
   Other771 635 
   Total deferred credits and other liabilities12,065 11,775 
   Total liabilities23,148 22,088 
Commitments and contingencies
Shareholders’ equity
   Common stock1,588 1,588 
   Other paid-in capital8,060 7,572 
   Retained deficit unappropriated(1,700)(1,639)
   Retained earnings appropriated3,147 3,156 
   Total shareholders’ equity11,095 10,677 
Total liabilities and shareholders’ equity$34,243 $32,765 
See the Combined Notes to Consolidated Financial Statements
25



(In millions)September 30, 2019 December 31, 2018
LIABILITIES AND SHAREHOLDERS’ EQUITY   
Current liabilities   
Short-term borrowings$387
 $
Long-term debt due within one year500
 300
Accounts payable520
 607
Accrued expenses275
 373
Payables to affiliates87
 119
Customer deposits116
 111
Regulatory liabilities193
 293
Mark-to-market derivative liability27
 26
Other138
 96
Total current liabilities2,243
 1,925
Long-term debt7,696
 7,801
Long-term debt to financing trust205
 205
Deferred credits and other liabilities   
Deferred income taxes and unamortized investment tax credits4,016
 3,813
Asset retirement obligations120
 118
Non-pension postretirement benefits obligations185
 201
Regulatory liabilities6,390
 6,050
Mark-to-market derivative liability253
 223
Other621
 630
Total deferred credits and other liabilities11,585
 11,035
Total liabilities21,729
 20,966
Commitments and contingencies

 

Shareholders’ equity   
Common stock1,588
 1,588
Other paid-in capital7,509
 7,322
Retained deficit unappropriated(1,639) (1,639)
Retained earnings appropriated3,139
 2,976
Total shareholders’ equity10,597
 10,247
Total liabilities and shareholders’ equity$32,326
 $31,213

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
Nine Months Ended September 30, 2020
(In millions)Common
Stock
Other
Paid-In
Capital
Retained Deficit
Unappropriated
Retained
Earnings
Appropriated
Total
Shareholders’
Equity
Balance, December 31, 2019$1,588 $7,572 $(1,639)$3,156 $10,677 
Net income— — 168 — 168 
Appropriation of retained earnings for future dividends— — (168)168 
Common stock dividends— — — (125)(125)
Contributions from parent— 125 — — 125 
Balance, March 31, 2020$1,588 $7,697 $(1,639)$3,199 $10,845 
Net loss— — (61)— (61)
Common stock dividends— — — (124)(124)
Contributions from parent— 124 — — 124 
Balance, June 30, 2020$1,588 $7,821 $(1,700)$3,075 $10,784 
Net income— — 196 — 196 
Appropriation of retained earnings for future dividends— — (196)196 
Common stock dividends— — — (124)(124)
Contributions from parent— 239 — — 239 
Balance, September 30, 2020$1,588 $8,060 $(1,700)$3,147 $11,095 
Nine Months Ended September 30, 2019
(In millions)Common
Stock
Other
Paid-In
Capital
Retained Deficit
Unappropriated
Retained
Earnings
Appropriated
Total
Shareholders’
Equity
Balance, December 31, 2018$1,588 $7,322 $(1,639)$2,976 $10,247 
Net income— — 157 — 157 
Appropriation of retained earnings for future dividends— — (157)157 
Common stock dividends— — — (127)(127)
Contributions from parent— 63 — — 63 
Balance, March 31, 2019$1,588 $7,385 $(1,639)$3,006 $10,340 
Net income— — 186 — 186 
Appropriation of retained earnings for future dividends— — (186)186 
Common stock dividends— — — (127)(127)
Contributions from parent— 61 — — 61 
Balance, June 30, 2019$1,588 $7,446 $(1,639)$3,065 $10,460 
Net income— — 200 — 200 
Appropriation of retained earnings for future dividends— — (200)200 
Common stock dividends— — — (126)(126)
Contributions from parent— 63 — — 63 
Balance, September 30, 2019$1,588 $7,509 $(1,639)$3,139 $10,597 
See the Combined Notes to Consolidated Financial Statements
26



 Nine Months Ended September 30, 2019
(In millions)
Common
Stock
 
Other
Paid-In
Capital
 
Retained Deficit
Unappropriated
 
Retained
Earnings
Appropriated
 
Total
Shareholders’
Equity
Balance, December 31, 2018$1,588
 $7,322
 $(1,639) $2,976
 $10,247
Net income
 
 157
 
 157
Appropriation of retained earnings for future dividends
 
 (157) 157
 
Common stock dividends
 
 
 (127) (127)
Contributions from parent
 63
 
 
 63
Balance, March 31, 2019$1,588
 $7,385
 $(1,639) $3,006
 $10,340
Net income
 
 186
 
 186
Appropriation of retained earnings for future dividends
 
 (186) 186
 
Common stock dividends
 
 
 (127) (127)
Contributions from parent
 61
 
 
 61
Balance, June 30, 2019$1,588
 $7,446
 $(1,639) $3,065
 $10,460
Net income
 
 200
 
 200
Appropriation of retained earnings for future dividends
 
 (200) 200
 
Common stock dividends
 
 
 (126) (126)
Contributions from parent
 63
 
 
 63
Balance, September 30, 2019$1,588
 $7,509
 $(1,639) $3,139
 $10,597
          
 Nine Months Ended September 30, 2018
(In millions)
Common
Stock
 
Other
Paid-In
Capital
 
Retained Deficit
Unappropriated
 
Retained
Earnings
Appropriated
 
Total
Shareholders’
Equity
Balance, December 31, 2017$1,588
 $6,822
 $(1,639) $2,771
 $9,542
Net income
 
 165
 
 165
Appropriation of retained earnings for future dividends
 
 (165) 165
 
Common stock dividends
 
 
 (114) (114)
Contributions from parent
 113
 
 
 113
Balance, March 31, 2018$1,588
 $6,935
 $(1,639) $2,822
 $9,706
Net income
 
 164
 
 164
Appropriation of retained earnings for future dividends
 
 (164) 164
 
Common stock dividends
 
 
 (115) (115)
Contributions from parent
 112
 
 
 112
Balance, June 30, 2018$1,588
 $7,047
 $(1,639) $2,871
 $9,867
Net income
 
 193
 
 193
Appropriation of retained earnings for future dividends
 
 (193) 193
 
Common stock dividends
 
 
 (115) (115)
Contributions from parent
 162
 
 
 162
Balance, September 30, 2018$1,588
 $7,209
 $(1,639) $2,949
 $10,107



PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
 Three Months Ended
September 30,
Nine Months Ended
September 30,
(In millions)2020201920202019
Operating revenues
Electric operating revenues$751 $726 $1,931 $1,914 
Natural gas operating revenues54 62 358 431 
Revenues from alternative revenue programs(11)10 (16)
Operating revenues from affiliates
Total operating revenues813 778 2,306 2,333 
Operating expenses
Purchased power190 185 495 461 
Purchased fuel12 18 129 184 
Purchased power from affiliate67 43 144 122 
Operating and maintenance214 182 628 531 
Operating and maintenance from affiliates37 37 114 112 
Depreciation and amortization85 83 259 247 
Taxes other than income taxes53 47 131 126 
Total operating expenses658 595 1,900 1,783 
Operating income155 183 406 550 
Other income and (deductions)
Interest expense, net(36)(30)(100)(91)
Interest expense to affiliates(3)(3)(8)(9)
Other, net12 11 
Total other income and (deductions)(33)(29)(96)(89)
Income before income taxes122 154 310 461 
Income taxes(16)14 (7)51 
Net income$138 $140 $317 $410 
Comprehensive income$138 $140 $317 $410 
See the Combined Notes to Consolidated Financial Statements
27



 Three Months Ended
September 30,
 Nine Months Ended
September 30,
(In millions)2019 2018 2019 2018
Operating revenues       
Electric operating revenues$726
 $697
 $1,914
 $1,886
Natural gas operating revenues62
 57
 431
 382
Revenues from alternative revenue programs(11) 1
 (16) 2
Operating revenues from affiliates1
 2
 4
 5
Total operating revenues778

757

2,333

2,275
Operating expenses       
Purchased power185
 215
 461
 576
Purchased fuel18
 14
 184
 148
Purchased power from affiliate43
 34
 122
 94
Operating and maintenance182
 184
 531
 572
Operating and maintenance from affiliates37
 35
 112
 114
Depreciation and amortization83
 75
 247
 224
Taxes other than income47
 46
 126
 125
Total operating expenses595

603

1,783

1,853
Gain on sales of assets
 
 
 1
Operating income183

154

550

423
Other income and (deductions)       
Interest expense, net(30) (28) (91) (85)
Interest expense to affiliates(3) (4) (9) (11)
Other, net4
 2
 11
 4
Total other income and (deductions)(29)
(30)
(89)
(92)
Income before income taxes154
 124
 461

331
Income taxes14
 (2) 51
 (5)
Net income$140

$126

$410

$336
Comprehensive income$140
 $126
 $410
 $336

PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
(In millions)20202019
Cash flows from operating activities
Net income$317 $410 
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization259 247 
Deferred income taxes and amortization of investment tax credits(5)
Other non-cash operating activities27 28 
Changes in assets and liabilities:
Accounts receivable(2)46 
Receivables from and payables to affiliates, net(7)(12)
Inventories(3)(3)
Accounts payable and accrued expenses32 (32)
Income taxes48 (15)
Pension and non-pension postretirement benefit contributions(18)(26)
Other assets and liabilities(13)(111)
Net cash flows provided by operating activities635 538 
Cash flows from investing activities
Capital expenditures(824)(675)
Changes in Exelon intercompany money pool68 
Other investing activities
Net cash flows used in investing activities(752)(668)
Cash flows from financing activities
Issuance of long-term debt350 325 
Dividends paid on common stock(255)(268)
Contributions from parent248 174 
Other financing activities(4)(6)
Net cash flows provided by financing activities339 225 
Increase in cash, cash equivalents, and restricted cash222 95 
Cash, cash equivalents, and restricted cash at beginning of period27 135 
Cash, cash equivalents, and restricted cash at end of period$249 $230 
Supplemental cash flow information
Increase in capital expenditures not paid$28 $42 
See the Combined Notes to Consolidated Financial Statements
28



 Nine Months Ended
September 30,
(In millions)2019 2018
Cash flows from operating activities   
Net income$410
 $336
Adjustments to reconcile net income to net cash flows provided by operating activities:   
Depreciation and amortization247
 224
Gain on sales of assets
 (1)
Deferred income taxes and amortization of investment tax credits6
 5
Other non-cash operating activities28
 41
Changes in assets and liabilities:   
Accounts receivable46
 (85)
Receivables from and payables to affiliates, net(12) 1
Inventories(3) (13)
Accounts payable and accrued expenses(32) (1)
Income taxes(15) (16)
Pension and non-pension postretirement benefit contributions(26) (25)
Other assets and liabilities(111) 26
Net cash flows provided by operating activities538

492
Cash flows from investing activities   
Capital expenditures(675) (615)
Other investing activities7
 6
Net cash flows used in investing activities(668)
(609)
Cash flows from financing activities   
Issuance of long-term debt325
 700
Retirement of long-term debt
 (500)
Contributions from parent174
 71
Dividends paid on common stock(268) (300)
Other financing activities(6) (22)
Net cash flows provided by (used in) financing activities225

(51)
Increase (decrease) in cash, cash equivalents and restricted cash95
 (168)
Cash, cash equivalents and restricted cash at beginning of period135
 275
Cash, cash equivalents and restricted cash at end of period$230

$107
    
Supplemental cash flow information   
Increase in capital expenditures not paid$42
 $4

PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions)September 30, 2020December 31, 2019
ASSETS
Current assets
Cash and cash equivalents$242 $21 
Restricted cash and cash equivalents
Accounts receivable
Customer accounts receivable412412
Customer allowance for credit losses(96)(55)
Customer accounts receivable, net316 357 
Other accounts receivable126145
Other allowance for credit losses(7)(7)
Other accounts receivable, net119 138 
Receivables from affiliates
Receivable from Exelon intercompany money pool68 
Inventories, net
Fossil fuel36 36 
Materials and supplies37 35 
Prepaid utility taxes35 
Regulatory assets38 41 
Other23 19 
Total current assets853 722 
Property, plant, and equipment (net of accumulated depreciation and amortization of $3,804 and $3,718 as of September 30, 2020 and December 31, 2019, respectively)9,912 9,292 
Deferred debits and other assets
Regulatory assets692 554 
Investments29 27 
Receivables from affiliates443 480 
Prepaid pension asset377 365 
Other28 29 
Total deferred debits and other assets1,569 1,455 
Total assets$12,334 $11,469 
See the Combined Notes to Consolidated Financial Statements
29




(In millions)September 30, 2019 December 31, 2018
ASSETS   
Current assets   
Cash and cash equivalents$224
 $130
Restricted cash and cash equivalents6
 5
Accounts receivable, net   
Customer (net of allowance for uncollectible accounts of $54 and $53 as of September 30, 2019 and December 31, 2018, respectively)286
 321
Other (net of allowance for uncollectible accounts of $7 and $8 as of September 30, 2019 and December 31, 2018, respectively)118
 151
Receivable from affiliates7
 
Inventories, net   
Fossil fuel41
 38
Materials and supplies37
 37
Prepaid utility taxes34
 
Regulatory assets63
 81
Other27
 19
Total current assets843

782
Property, plant and equipment (net of accumulated depreciation and amortization of $3,670 and $3,561 as of September 30, 2019 and December 31, 2018, respectively)9,100
 8,610
Deferred debits and other assets   
Regulatory assets540
 460
Investments26
 25
Receivable from affiliates473
 389
Prepaid pension asset367
 349
Other30
 27
Total deferred debits and other assets1,436

1,250
Total assets$11,379

$10,642
Table of Contents

PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions)September 30, 2020December 31, 2019
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities
Long-term debt due within one year$300 $
Accounts payable443 387 
Accrued expenses124 101 
Payables to affiliates47 55 
Customer deposits63 69 
Regulatory liabilities129 91 
Other27 19 
Total current liabilities1,133 722 
Long-term debt3,453 3,405 
Long-term debt to financing trusts184 184 
Deferred credits and other liabilities
Deferred income taxes and unamortized investment tax credits2,194 2,080 
Asset retirement obligations29 28 
Non-pension postretirement benefits obligations286 288 
Regulatory liabilities471 510 
Other96 74 
Total deferred credits and other liabilities3,076 2,980 
Total liabilities7,846 7,291 
Commitments and contingencies
Shareholder’s equity
Common stock3,014 2,766 
Retained earnings1,474 1,412 
Total shareholder’s equity4,488 4,178 
Total liabilities and shareholder's equity$12,334 $11,469 
See the Combined Notes to Consolidated Financial Statements
30



(In millions)September 30, 2019 December 31, 2018
LIABILITIES AND SHAREHOLDER'S EQUITY   
Current liabilities   
Accounts payable382
 370
Accrued expenses97
 113
Payables to affiliates54
 59
Customer deposits69
 68
Regulatory liabilities93
 175
Other27
 24
Total current liabilities722
 809
Long-term debt3,404
 3,084
Long-term debt to financing trusts184
 184
Deferred credits and other liabilities   
Deferred income taxes and unamortized investment tax credits2,034
 1,933
Asset retirement obligations28
 27
Non-pension postretirement benefits obligations289
 288
Regulatory liabilities503
 421
Other79
 76
Total deferred credits and other liabilities2,933
 2,745
Total liabilities7,243
 6,822
Commitments and contingencies

 

Shareholder’s equity   
Common stock2,752
 2,578
Retained earnings1,384
 1,242
Total shareholder’s equity4,136
 3,820
Total liabilities and shareholder's equity$11,379
 $10,642

PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY
(Unaudited)
Nine months ended September 30, 2020
(In millions)Common
Stock
Retained
Earnings
Total
Shareholder's
Equity
Balance, December 31, 2019$2,766 $1,412 $4,178 
Net income— 140 140 
Common stock dividends— (85)(85)
Contributions from parent231 — 231 
Balance, March 31, 2020$2,997 $1,467 $4,464 
Net income— 39 39 
Common stock dividends— (85)(85)
Balance, June 30, 2020$2,997 $1,421 $4,418 
Net income— 138 138 
Common stock dividends— (85)(85)
Contributions from parent17 — 17 
Balance, September 30, 2020$3,014 $1,474 $4,488 
Nine months ended September 30, 2019
(In millions)Common
Stock
Retained
Earnings
Total
Shareholder's
Equity
Balance, December 31, 2018$2,578 $1,242 $3,820 
Net income— 168 168 
Common stock dividends— (90)(90)
Contributions from parent145 — 145 
Balance, March 31, 2019$2,723 $1,320 $4,043 
Net income— 102 102 
Common stock dividends— (90)(90)
Balance, June 30, 2019$2,723 $1,332 $4,055 
Net income— 140 140 
Common stock dividends— (88)(88)
Contributions from parent29 — 29 
Balance, September 30, 2019$2,752 $1,384 $4,136 
 Nine months ended September 30, 2019
(In millions)
Common
Stock
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income, net
 
Total
Shareholder's
Equity
Balance, December 31, 2018$2,578
 $1,242
 $
 $3,820
Net income
 168
 
 168
Common stock dividends
 (90) 
 (90)
Contributions from parent145
 
 
 145
Balance, March 31, 2019$2,723
 $1,320
 $
 $4,043
Net income
 102
 
 102
Common stock dividends
 (90) 
 (90)
Balance, June 30, 2019$2,723
 $1,332
 $
 $4,055
Net income
 140
 
 140
Common stock dividends
 (88) 
 (88)
Contributions from parent29
 
 
 29
Balance, September 30, 2019$2,752
 $1,384
 $
 $4,136
        
 Nine months ended September 30, 2018
(In millions)Common
Stock
 Retained
Earnings
 Accumulated
Other
Comprehensive
Income, net
 Total
Shareholder's
Equity
Balance, December 31, 2017$2,489
 $1,087
 $1
 $3,577
Net income
 113
 
 113
Common stock dividends
 (287) 
 (287)
Impact of adoption of Recognition and Measurement of Financial Assets and
Liabilities Standard

 1
 (1) 
Balance, March 31, 2018$2,489
 $914
 $
 $3,403
Net income
 96
 
 96
Common stock dividends
 (5) 
 (5)
Contributions from parent41
 
 
 41
Balance, June 30, 2018$2,530
 $1,005
 $
 $3,535
Net income
 126
 
 126
Common stock dividends
 (7) 
 (7)
Contributions from parent30
 
 
 30
Balance, September 30, 2018$2,560
 $1,124
 $
 $3,684
See the Combined Notes to Consolidated Financial Statements
31






BALTIMORE GAS AND ELECTRIC COMPANY
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In millions)2020201920202019
Operating revenues
Electric operating revenues$649 $623 $1,775 $1,814 
Natural gas operating revenues85 79 503 484 
Revenues from alternative revenue programs(9)(5)(10)11 
Operating revenues from affiliates16 18 
Total operating revenues731 703 2,284 2,327 
Operating expenses
Purchased power155 159 376 480 
Purchased fuel12 12 106 128 
Purchased power and fuel from affiliate83 64 249 196 
Operating and maintenance152 157 445 451 
Operating and maintenance from affiliates39 39 122 118 
Depreciation and amortization133 116 405 368 
Taxes other than income taxes68 65 200 195 
Total operating expenses642 612 1,903 1,936 
Operating income89 91 381 391 
Other income and (deductions)
Interest expense, net(34)(31)(99)(89)
Other, net17 18 
Total other income and (deductions)(28)(24)(82)(71)
Income before income taxes61 67 299 320 
Income taxes12 26 59 
Net income$53 $55 $273 $261 
Comprehensive income$53 $55 $273 $261 
See the Combined Notes to Consolidated Financial Statements
32



 Three Months Ended
September 30,
 Nine Months Ended
September 30,
(In millions)2019 2018 2019 2018
Operating revenues       
Electric operating revenues$623
 $652
 $1,814
 $1,847
Natural gas operating revenues79
 79
 484
 527
Revenues from alternative revenue programs(5) (6) 11
 (23)
Operating revenues from affiliates6
 6
 18
 18
Total operating revenues703

731

2,327

2,369
Operating expenses       
Purchased power159
 183
 480
 510
Purchased fuel12
 21
 128
 176
Purchased power from affiliate64
 68
 196
 195
Operating and maintenance157
 144
 451
 462
Operating and maintenance from affiliates39
 38
 118
 116
Depreciation and amortization116
 110
 368
 358
Taxes other than income65
 64
 195
 188
Total operating expenses612

628

1,936

2,005
Gain on sales of assets
 
 
 1
Operating income91

103

391

365
Other income and (deductions)       
Interest expense, net(31) (27) (89) (78)
Other, net7
 5
 18
 14
Total other income and (deductions)(24)
(22)
(71)
(64)
Income before income taxes67
 81
 320

301
Income taxes12
 18
 59
 59
Net income$55

$63

$261

$242
Comprehensive income$55
 $63
 $261
 $242

BALTIMORE GAS AND ELECTRIC COMPANY
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
(In millions)20202019
Cash flows from operating activities
Net income$273 $261 
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization405 368 
Deferred income taxes and amortization of investment tax credits35 66 
Other non-cash operating activities82 63 
Changes in assets and liabilities:
Accounts receivable(19)110 
Receivables from and payables to affiliates, net(27)(14)
Inventories(5)
Accounts payable and accrued expenses53 (28)
Collateral posted, net(5)
Income taxes46 (43)
Pension and non-pension postretirement benefit contributions(74)(45)
Other assets and liabilities(50)(65)
Net cash flows provided by operating activities726 663 
Cash flows from investing activities
Capital expenditures(838)(842)
Other investing activities
Net cash flows used in investing activities(838)(838)
Cash flows from financing activities
Changes in short-term borrowings(76)(35)
Issuance of long-term debt400 400 
Dividends paid on common stock(186)(169)
Contributions from parent284 104 
Other financing activities(8)(7)
Net cash flows provided by financing activities414 293 
Increase in cash, cash equivalents, and restricted cash302 118 
Cash, cash equivalents, and restricted cash at beginning of period25 13 
Cash, cash equivalents, and restricted cash at end of period$327 $131 
Supplemental cash flow information
Increase in capital expenditures not paid$$
See the Combined Notes to Consolidated Financial Statements
33



 Nine Months Ended
September 30,
(In millions)2019 2018
Cash flows from operating activities   
Net income$261
 $242
Adjustments to reconcile net income to net cash flows provided by operating activities:   
Depreciation and amortization368
 358
Deferred income taxes and amortization of investment tax credits66
 82
Other non-cash operating activities63
 42
Changes in assets and liabilities:   
Accounts receivable110
 72
Receivables from and payables to affiliates, net(14) (4)
Inventories(5) (8)
Accounts payable and accrued expenses(28) (3)
Collateral (posted) received, net(5) 1
Income taxes(43) (48)
Pension and non-pension postretirement benefit contributions(45) (50)
Other assets and liabilities(65) (9)
Net cash flows provided by operating activities663

675
Cash flows from investing activities   
Capital expenditures(842) (667)
Other investing activities4
 8
Net cash flows used in investing activities(838)
(659)
Cash flows from financing activities   
Changes in short-term borrowings(35) (77)
Issuance of long-term debt400
 300
Dividends paid on common stock(169) (157)
Contributions from parent104
 18
Other financing activities(7) (2)
Net cash flows provided by financing activities293

82
Increase in cash, cash equivalents and restricted cash118
 98
Cash, cash equivalents and restricted cash at beginning of period13
 18
Cash, cash equivalents and restricted cash at end of period$131

$116
    
Supplemental cash flow information   
Increase in capital expenditures not paid$6
 $44

BALTIMORE GAS AND ELECTRIC COMPANY
BALANCE SHEETS
(Unaudited)
(In millions)September 30, 2020December 31, 2019
ASSETS
Current assets
Cash and cash equivalents$326 $24 
Restricted cash and cash equivalents
Accounts receivable
Customer accounts receivable357329
Customer allowance for credit losses(35)(12)
    Customer accounts receivable, net322 317 
Other accounts receivable114152
Other allowance for credit losses(9)(5)
     Other accounts receivable, net105 147 
Receivables from affiliates
Inventories, net
Fossil fuel31 30 
Materials and supplies43 46 
Prepaid utility taxes78 
Regulatory assets167 183 
Other
Total current assets1,001 833 
Property, plant, and equipment (net of accumulated depreciation and amortization of $3,963 and $3,834 as of September 30, 2020 and December 31, 2019, respectively)9,541 8,990 
Deferred debits and other assets
Regulatory assets473 454 
Investments
Prepaid pension asset283 264 
Other64 86 
Total deferred debits and other assets828 811 
Total assets$11,370 $10,634 
See the Combined Notes to Consolidated Financial Statements
34




(In millions)September 30, 2019 December 31, 2018
ASSETS   
Current assets   
Cash and cash equivalents$130
 $7
Restricted cash and cash equivalents1
 6
Accounts receivable, net   
Customer (net of allowance for uncollectible accounts of $13 and $16 as of September 30, 2019 and December 31, 2018, respectively)242
 353
Other (net of allowance for uncollectible accounts of $4 as of both September 30, 2019 and December 31, 2018)110
 90
Receivables from affiliates1
 1
Inventories, net   
Fossil fuel34
 36
Materials and supplies46
 39
Prepaid utility taxes
 74
Regulatory assets180
 177
Other7
 3
Total current assets751

786
Property, plant and equipment (net of accumulated depreciation and amortization of $3,772 and $3,633 as of September 30, 2019 and December 31, 2018, respectively)8,796
 8,243
Deferred debits and other assets   
Regulatory assets386
 398
Investments7
 5
Prepaid pension asset276
 279
Other88
 5
Total deferred debits and other assets757

687
Total assets$10,304

$9,716
Table of Contents

BALTIMORE GAS AND ELECTRIC COMPANY
BALANCE SHEETS
(Unaudited)
(In millions)September 30, 2020December 31, 2019
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities
Short-term borrowings$$76 
Accounts payable273 243 
Accrued expenses178 152 
Payables to affiliates39 66 
Customer deposits115 120 
Regulatory liabilities39 33 
Other76 63 
Total current liabilities720 753 
Long-term debt3,664 3,270 
Deferred credits and other liabilities
Deferred income taxes and unamortized investment tax credits1,504 1,396 
Asset retirement obligations24 22 
Non-pension postretirement benefits obligations190 199 
Regulatory liabilities1,121 1,195 
Other93 116 
Total deferred credits and other liabilities2,932 2,928 
Total liabilities7,316 6,951 
Commitments and contingencies
Shareholder's equity
Common stock2,191 1,907 
Retained earnings1,863 1,776 
Total shareholder's equity4,054 3,683 
Total liabilities and shareholder's equity$11,370 $10,634 
(In millions)September 30, 2019 December 31, 2018
LIABILITIES AND SHAREHOLDER'S EQUITY   
Current liabilities   
Short-term borrowings$
 $35
Accounts payable245
 295
Accrued expenses165
 155
Payables to affiliates51
 65
Customer deposits120
 120
Regulatory liabilities21
 77
Other63
 27
Total current liabilities665
 774
Long-term debt3,270
 2,876
Deferred credits and other liabilities   
Deferred income taxes and unamortized investment tax credits1,329
 1,222
Asset retirement obligations22
 24
Non-pension postretirement benefits obligations198
 201
Regulatory liabilities1,158
 1,192
Other112
 73
Total deferred credits and other liabilities2,819
 2,712
Total liabilities6,754
 6,362
Commitments and contingencies

 

Shareholder's equity   
Common stock1,818
 1,714
Retained earnings1,732
 1,640
Total shareholder's equity3,550
 3,354
Total liabilities and shareholder's equity$10,304
 $9,716


See the Combined Notes to Consolidated Financial Statements

35




BALTIMORE GAS AND ELECTRIC COMPANY
STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
(Unaudited)
Nine Months Ended September 30, 2020
(In millions)Common
Stock
Retained
Earnings
Total
Shareholder's
Equity
Balance, December 31, 2019$1,907 $1,776 $3,683 
Net income— 181 181 
Common stock dividends— (62)(62)
Balance, March 31, 2020$1,907 $1,895 $3,802 
Net income— 39 39 
Common stock dividends— (62)(62)
Contributions from parent26 — 26 
Balance, June 30, 2020$1,933 $1,872 $3,805 
Net income— 53 53 
Common stock dividends— (62)(62)
Contributions from parent258 — 258 
Balance, September 30, 2020$2,191 $1,863 $4,054 
Nine Months Ended September 30, 2019
(In millions)Common
Stock
Retained
Earnings
Total
Shareholder's
Equity
Balance, December 31, 2018$1,714 $1,640 $3,354 
Net income— 160 160 
Common stock dividends— (56)(56)
Balance, March 31, 2019$1,714 $1,744 $3,458 
Net income— 45 45 
Common stock dividends— (55)(55)
Balance, June 30, 2019$1,714 $1,734 $3,448 
Net income— 55 55 
Common stock dividends— (57)(57)
Contributions from parent104 — 104 
Balance, September 30, 2019$1,818 $1,732 $3,550 
See the Combined Notes to Consolidated Financial Statements
36



 Nine Months Ended September 30, 2019
(In millions)
Common
Stock
 
Retained
Earnings
 
Total
Shareholder's
Equity
Balance, December 31, 2018$1,714
 $1,640
 $3,354
Net income
 160
 160
Common stock dividends
 (56) (56)
Balance, March 31, 2019$1,714
 $1,744
 $3,458
Net income
 45
 45
Common stock dividends
 (55) (55)
Balance, June 30, 2019$1,714
 $1,734
 $3,448
Net income
 55
 55
Contributions from parent104
 
 104
Common stock dividends
 (57) (57)
Balance, September 30, 2019$1,818

$1,732
 $3,550
      
 Nine Months Ended September 30, 2018
(In millions)
Common
Stock
 
Retained
Earnings
 
Total
Shareholder's
Equity
Balance, December 31, 2017$1,605
 $1,536
 $3,141
Net income
 128
 128
Common stock dividends
 (52) (52)
Balance, March 31, 2018$1,605
 $1,612
 $3,217
Net income
 51
 51
Common stock dividends
 (53) (53)
Balance, June 30, 2018$1,605
 $1,610
 $3,215
Net income
 63
 63
Contributions from parent18
 
 18
Common stock dividends
 (52) (52)
Balance, September 30, 2018$1,623
 $1,621
 $3,244



PEPCO HOLDINGS LLC AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In millions)2020201920202019
Operating revenues
Electric operating revenues$1,308 $1,365 $3,440 $3,570 
Natural gas operating revenues23 20 116 115 
Revenues from alternative revenue programs31 (9)(15)
Operating revenues from affiliates13 11 
Total operating revenues1,368 1,380 3,554 3,700 
Operating expenses
Purchased power393 428 979 1,086 
Purchased fuel49 51 
Purchased power from affiliates106 83 288 254 
Operating and maintenance237 254 702 706 
Operating and maintenance from affiliates38 36 111 105 
Depreciation and amortization200 193 585 562 
Taxes other than income taxes121 122 343 342 
Total operating expenses1,102 1,124 3,057 3,106 
Gain on sales of assets
Operating income266 256 499 594 
Other income and (deductions)
Interest expense, net(67)(66)(201)(197)
Other, net16 13 42 39 
Total other income and (deductions)(51)(53)(159)(158)
Income before income taxes215 203 340 436 
Income taxes(1)14 (77)25 
Equity in earnings of unconsolidated affiliate
Net income$216 $189 $418 $412 
Comprehensive income$216 $189 $418 $412 
See the Combined Notes to Consolidated Financial Statements
37



 Three Months Ended
September 30,
 Nine Months Ended
September 30,
(In millions)2019 2018 2019 2018
Operating revenues       
Electric operating revenues$1,365
 $1,340
 $3,570
 $3,541
Natural gas operating revenues20
 23
 115
 129
Revenues from alternative revenue programs(9) (5) 4
 7
Operating revenues from affiliates4
 3
 11
 11
Total operating revenues1,380
 1,361
 3,700
 3,688
Operating expenses       
Purchased power428
 415
 1,086
 1,077
Purchased fuel8
 12
 51
 65
Purchased power and fuel from affiliates83
 82
 254
 268
Operating and maintenance254
 261
 706
 751
Operating and maintenance from affiliates36
 31
 105
 106
Depreciation and amortization193
 192
 562
 555
Taxes other than income122
 123
 342
 343
Total operating expenses1,124
 1,116
 3,106
 3,165
Operating income256
 245

594
 523
Other income and (deductions)       
Interest expense, net(66) (65) (197) (193)
Other, net13
 11
 39
 33
Total other income and (deductions)(53) (54) (158) (160)
Income before income taxes203
 191
 436
 363
Income taxes14
 4
 25
 28
Equity in earnings of unconsolidated affiliate
 
 1
 1
Net income$189
 $187
 $412
 $336
Comprehensive income$189
 $187
 $412
 $336

PEPCO HOLDINGS LLC AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
(In millions)20202019
Cash flows from operating activities
Net income$418 $412 
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization585 562 
Deferred income taxes and amortization of investment tax credits(99)
Other non-cash operating activities115 122 
Changes in assets and liabilities:
Accounts receivable(121)(64)
Receivables from and payables to affiliates, net(26)
Inventories(2)(36)
Accounts payable and accrued expenses57 
Income taxes(14)(11)
Pension and non-pension postretirement benefit contributions(35)(15)
Other assets and liabilities(61)(102)
Net cash flows provided by operating activities817 877 
Cash flows from investing activities
Capital expenditures(1,072)(1,006)
Other investing activities
Net cash flows used in investing activities(1,069)(1,003)
Cash flows from financing activities
Changes in short-term borrowings(208)78 
Repayments of short-term borrowings with maturities greater than 90 days(125)
Issuance of long-term debt601 410 
Retirement of long-term debt(119)(130)
Changes in Exelon intercompany money pool10 
Distributions to member(451)(429)
Contributions from member493 283 
Other financing activities(10)(5)
Net cash flows provided by financing activities315 92 
Increase (decrease) in cash, cash equivalents, and restricted cash63 (34)
Cash, cash equivalents, and restricted cash at beginning of period181 186 
Cash, cash equivalents, and restricted cash at end of period$244 $152 
Supplemental cash flow information
Decrease in capital expenditures not paid$(5)$(62)
See the Combined Notes to Consolidated Financial Statements
38



 Nine Months Ended
September 30,
(In millions)2019 2018
Cash flows from operating activities  
Net income$412
 $336
Adjustments to reconcile net income to net cash flows provided by operating activities:   
Depreciation and amortization562
 555
Deferred income taxes and amortization of investment tax credits8
 50
Other non-cash operating activities122
 109
Changes in assets and liabilities:   
Accounts receivable(64) (89)
Receivables from and payables to affiliates, net1
 10
Inventories(36) 
Accounts payable and accrued expenses
 115
Income taxes(11) (31)
Pension and non-pension postretirement benefit contributions(15) (66)
Other assets and liabilities(102) (144)
Net cash flows provided by operating activities877
 845
Cash flows from investing activities   
Capital expenditures(1,006) (988)
Other investing activities3
 2
Net cash flows used in investing activities(1,003)
(986)
Cash flows from financing activities   
Changes in short-term borrowings78
 (141)
Proceeds from short-term borrowings with maturities greater than 90 days
 125
Repayments of short-term borrowings with maturities greater than 90 days(125) 
Issuance of long-term debt410
 300
Retirement of long-term debt(130) (33)
Change in Exelon intercompany money pool10
 10
Distributions to member(429) (232)
Contributions from member283
 237
Other financing activities(5) (6)
Net cash flows provided by financing activities92
 260
(Decrease) increase in cash, cash equivalents and restricted cash(34) 119
Cash, cash equivalents and restricted cash at beginning of period186
 95
Cash, cash equivalents and restricted cash at end of period$152
 $214
    
Supplemental cash flow information   
(Decrease) increase in capital expenditures not paid$(62) $54

PEPCO HOLDINGS LLC AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions)September 30, 2020December 31, 2019
ASSETS
Current assets
Cash and cash equivalents$196 $131 
Restricted cash and cash equivalents38 36 
Accounts receivable
Customer accounts receivable584516
Customer allowance for credit losses(89)(37)
Customer accounts receivable, net495 479 
Other accounts receivable244190
Other allowance for credit losses(32)(16)
Other accounts receivable, net212 174 
Receivables from affiliates
Inventories, net
Fossil fuel
Materials and supplies194 190 
Regulatory assets440 412 
Other52 49 
Total current assets1,634 1,480 
Property, plant, and equipment (net of accumulated depreciation and amortization of $1,692 and $1,213 as of September 30, 2020 and December 31, 2019, respectively)14,954 14,296 
Deferred debits and other assets
Regulatory assets1,972 2,061 
Investments138 135 
Goodwill4,005 4,005 
Prepaid pension asset381 406 
Deferred income taxes10 13 
Other300 323 
Total deferred debits and other assets6,806 6,943 
Total assets(a)
$23,394 $22,719 
See the Combined Notes to Consolidated Financial Statements
39




(In millions)September 30, 2019 December 31, 2018
ASSETS   
Current assets   
Cash and cash equivalents$99
 $124
Restricted cash and cash equivalents38
 43
Accounts receivable, net   
Customer (net of allowance for uncollectible accounts of $41 and $50 as of September 30, 2019 and December 31, 2018, respectively)512
 453
Other (net of allowance for uncollectible accounts of $16 and $3 as of September 30, 2019 and December 31, 2018, respectively)189
 177
Inventories, net   
Fossil Fuel8
 9
Materials and supplies203
 163
Regulatory assets479
 489
Other50
 75
Total current assets1,578

1,533
Property, plant and equipment, net (net of accumulated depreciation and amortization of $1,124 and $841 as of September 30, 2019 and December 31, 2018, respectively)13,968
 13,446
Deferred debits and other assets   
Regulatory assets2,095
 2,312
Investments135
 130
Goodwill4,005
 4,005
Prepaid pension asset426
 486
Deferred income taxes13
 12
Other356
 60
Total deferred debits and other assets7,030

7,005
Total assets(a)
$22,576

$21,984
Table of Contents

PEPCO HOLDINGS LLC AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions)September 30, 2019 December 31, 2018(In millions)September 30, 2020December 31, 2019
LIABILITIES AND MEMBER'S EQUITY   LIABILITIES AND MEMBER'S EQUITY
Current liabilities   Current liabilities
Short-term borrowings$132
 $179
Short-term borrowings$$208 
Long-term debt due within one year118
 125
Long-term debt due within one year349 103 
Accounts payable416
 496
Accounts payable507 462 
Accrued expenses279
 256
Accrued expenses279 296 
Payables to affiliates95
 94
Payables to affiliates71 98 
Borrowings from Exelon intercompany money pool10
 
Borrowings from Exelon intercompany money pool21 12 
Customer deposits118
 116
Customer deposits111 117 
Regulatory liabilities78
 84
Regulatory liabilities143 70 
Unamortized energy contract liabilities117
 119
Unamortized energy contract liabilities98 115 
Other152
 123
Other144 131 
Total current liabilities1,515
 1,592
Total current liabilities1,723 1,612 
Long-term debt6,376
 6,134
Long-term debt6,671 6,460 
Deferred credits and other liabilities   Deferred credits and other liabilities
Deferred income taxes and unamortized investment tax credits2,289
 2,146
Deferred income taxes and unamortized investment tax credits2,409 2,278 
Asset retirement obligations57
 52
Asset retirement obligations58 57 
Non-pension postretirement benefit obligations99
 103
Non-pension postretirement benefit obligations85 93 
Regulatory liabilities1,725
 1,864
Regulatory liabilities1,471 1,707 
Unamortized energy contract liabilities357
 442
Unamortized energy contract liabilities258 327 
Other610
 369
Other650 577 
Total deferred credits and other liabilities5,137
 4,976
Total deferred credits and other liabilities4,931 5,039 
Total liabilities(a)
13,028
 12,702
Total liabilities(a)
13,325 13,111 
Commitments and contingencies

 

Commitments and contingencies
Member's equity   Member's equity
Membership interest9,503
 9,220
Membership interest10,112 9,618 
Undistributed earnings45
 62
Undistributed lossesUndistributed losses(43)(10)
Total member's equity9,548

9,282
Total member's equity10,069 9,608 
Total liabilities and member's equity$22,576

$21,984
Total liabilities and member's equity$23,394 $22,719 
__________
(a)PHI’s consolidated total assets include $22 million and $33 million at September 30, 2019 and December 31, 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 $50 million and $69 million at September 30, 2019 and December 31, 2018, respectively, of PHI's consolidated VIE for which the VIE creditors do not have recourse to PHI. See Note 2 — Variable Interest Entities for additional information.

(a)PHI’s consolidated total assets include $20 million and $20 million at September 30, 2020 and December 31, 2019, respectively, of PHI's consolidated VIE that can only be used to settle the liabilities of the VIE. PHI’s consolidated total liabilities include $32 million and $44 million at September 30, 2020 and December 31, 2019, respectively, of PHI's consolidated VIE for which the VIE creditors do not have recourse to PHI. See Note 16 — Variable Interest Entities for additional information.
See the Combined Notes to Consolidated Financial Statements
40




PEPCO HOLDINGS LLC AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
Nine Months Ended September 30, 2020
(In millions)Membership InterestUndistributed Earnings (Losses)Member's Equity
Balance, December 31, 2019$9,618 $(10)$9,608 
Net income— 108 108 
Distributions to member— (134)(134)
Contributions from member144 — 144 
Balance, March 31, 2020$9,762 $(36)$9,726 
Net income— 94 94 
Distributions to member— (134)(134)
Contributions from member215 — 215 
Balance, June 30, 2020$9,977 $(76)$9,901 
Net income— 216 216 
Distributions to member— (183)(183)
Contributions from member135 — 135 
Balance, September 30, 2020$10,112 $(43)$10,069 
Nine Months Ended September 30, 2019
(In millions)Membership InterestUndistributed Earnings (Losses)Member's Equity
Balance, December 31, 2018$9,220 $62 $9,282 
Net income— 117 117 
Distributions to member— (128)(128)
Contributions from member19 — 19 
Balance, March 31, 2019$9,239 $51 $9,290 
Net income— 106 106 
Distributions to member— (88)(88)
Contributions from member264 — 264 
Balance, June 30, 2019$9,503 $69 $9,572 
Net income— 189 189 
Distributions to member— (213)(213)
Balance, September 30, 2019$9,503 $45 $9,548 
See the Combined Notes to Consolidated Financial Statements
41



 Nine Months Ended September 30, 2019
(In millions)Membership Interest Undistributed Earnings (Losses) Member's Equity
Balance, December 31, 2018$9,220
 $62
 $9,282
Net income
 117
 117
Distributions to member
 (128) (128)
Contributions from member19
 
 19
Balance, March 31, 2019$9,239
 $51
 $9,290
Net income

106
 106
Distributions to member

(88) (88)
Contributions from member264


 264
Balance, June 30, 2019$9,503
 $69
 $9,572
Net income

189
 189
Distributions to member

(213) (213)
Balance, September 30, 2019$9,503
 $45
 $9,548

 Nine Months Ended September 30, 2018
(In millions)Membership Interest Undistributed Earnings (Losses) Member's Equity
Balance, December 31, 2017$8,835
 $(10) $8,825
Net income
 65
 65
Distributions to member
 (71) (71)
Balance, March 31, 2018$8,835
 $(16) $8,819
Net income
 84
 84
Distributions to member
 (38) (38)
Contributions from member235
 
 235
Balance, June 30, 2018$9,070
 $30
 $9,100
Net income

187

187
Distribution to member

(123)
(123)
Contribution from parent2



2
Balance, September 30, 2018$9,072

$94

$9,166


POTOMAC ELECTRIC POWER COMPANY
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In millions)2020201920202019
Operating revenues
Electric operating revenues$590 $643 $1,624 $1,733 
Revenues from alternative revenue programs18 (3)20 10 
Operating revenues from affiliates
Total operating revenues611 642 1,650 1,748 
Operating expenses
Purchased power83 116 248 325 
Purchased power from affiliate80 65 219 188 
Operating and maintenance57 85 184 208 
Operating and maintenance from affiliates49 50 152 156 
Depreciation and amortization96 95 282 281 
Taxes other than income taxes100 104 279 286 
Total operating expenses465 515 1,364 1,444 
Operating income146 127 286 304 
Other income and (deductions)
Interest expense, net(35)(33)(103)(100)
Other, net10 28 22 
Total other income and (deductions)(25)(24)(75)(78)
Income before income taxes121 103 211 226 
Income taxes(16)
Net income$118 $98 $227 $217 
Comprehensive income$118 $98 $227 $217 
See the Combined Notes to Consolidated Financial Statements
42



 Three Months Ended
September 30,

Nine Months Ended
September 30,
(In millions)2019
2018
2019
2018
Operating revenues       
Electric operating revenues$643
 $630
 $1,733
 $1,697
Revenues from alternative revenue programs(3) (4) 10
 6
Operating revenues from affiliates2
 2
 5
 5
Total operating revenues642
 628
 1,748
 1,708
Operating expenses       
Purchased power116
 131
 325
 354
Purchased power from affiliates65
 46
 188
 143
Operating and maintenance85
 84
 208
 216
Operating and maintenance from affiliates50
 52
 156
 167
Depreciation and amortization95
 99
 281
 286
Taxes other than income104
 104
 286
 288
Total operating expenses515
 516
 1,444
 1,454
Operating income127
 112
 304
 254
Other income and (deductions)       
Interest expense, net(33) (32) (100) (96)
Other, net9
 7
 22
 23
Total other income and (deductions)(24) (25) (78) (73)
Income before income taxes103
 87
 226
 181
Income taxes5
 (2) 9
 7
Net income$98
 $89
 $217
 $174
Comprehensive income$98
 $89
 $217
 $174

POTOMAC ELECTRIC POWER COMPANY
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
(In millions)20202019
Cash flows from operating activities
Net income$227 $217 
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization282 281 
Deferred income taxes and amortization of investment tax credits(36)12 
Other non-cash operating activities43 
Changes in assets and liabilities:
Accounts receivable(61)(49)
Receivables from and payables to affiliates, net(23)
Inventories(23)
Accounts payable and accrued expenses36 (12)
Income taxes(11)(23)
Pension and non-pension postretirement benefit contributions(8)(10)
Other assets and liabilities15 (55)
Net cash flows provided by operating activities429 385 
Cash flows from investing activities
Capital expenditures(512)(455)
Changes in PHI intercompany money pool(117)
Other investing activities(3)
Net cash flows used in investing activities(632)(453)
Cash flows from financing activities
Changes in short-term borrowings(82)(28)
Issuance of long-term debt300 260 
Retirement of long-term debt(2)(118)
Dividends paid on common stock(174)(173)
Contributions from parent262 129 
Other financing activities(6)(3)
Net cash flows provided by financing activities298 67 
Increase (decrease) in cash, cash equivalents, and restricted cash95 (1)
Cash, cash equivalents, and restricted cash at beginning of period63 53 
Cash, cash equivalents, and restricted cash at end of period$158 $52 
Supplemental cash flow information
Decrease in capital expenditures not paid$(23)$(7)
See the Combined Notes to Consolidated Financial Statements
43



 Nine Months Ended
September 30,
(In millions)2019 2018
Cash flows from operating activities   
Net income$217
 $174
Adjustments to reconcile net income to net cash flows provided by operating activities:   
Depreciation and amortization281
 286
Deferred income taxes and amortization of investment tax credits12
 (5)
Other non-cash operating activities43
 42
Changes in assets and liabilities:   
Accounts receivable(49) (36)
Receivables from and payables to affiliates, net4
 (9)
Inventories(23) 6
Accounts payable and accrued expenses(12) 104
Income taxes(23) (18)
Pension and non-pension postretirement benefit contributions(10) (11)
Other assets and liabilities(55) (137)
Net cash flows provided by operating activities385
 396
Cash flows from investing activities   
Capital expenditures(455) (475)
Other investing activities2
 3
Net cash flows used in investing activities(453) (472)
Cash flows from financing activities   
Changes in short-term borrowings(28) 38
Issuance of long-term debt260
 100
Retirement of long-term debt(118) (8)
Dividends paid on common stock(173) (128)
Contributions from parent129
 85
Other financing activities(3) (4)
Net cash flows provided by financing activities67
 83
(Decrease) increase in cash, cash equivalents and restricted cash(1) 7
Cash, cash equivalents and restricted cash at beginning of period53
 40
Cash, cash equivalents and restricted cash at end of period$52
 $47
    
Supplemental cash flow information   
(Decrease) increase in capital expenditures not paid$(7) $15

POTOMAC ELECTRIC POWER COMPANY
BALANCE SHEETS
(Unaudited)
(In millions)September 30, 2020December 31, 2019
ASSETS
Current assets
Cash and cash equivalents$125 $30 
Restricted cash and cash equivalents33 33 
Accounts receivable
Customer accounts receivable278244
Customer allowance for credit losses(35)(13)
Customer accounts receivable, net243 231 
Other accounts receivable12998
Other allowance for credit losses(13)(7)
Other accounts receivable, net116 91 
Receivable from PHI intercompany money pool117 
Inventories, net110 112 
Regulatory assets200 188 
Other13 11 
Total current assets957 696 
Property, plant, and equipment (net of accumulated depreciation and amortization of $3,651 and $3,517 as of September 30, 2020 and December 31, 2019, respectively)7,236 6,909 
Deferred debits and other assets
Regulatory assets573 584 
Investments113 110 
Prepaid pension asset287 296 
Other61 66 
Total deferred debits and other assets1,034 1,056 
Total assets$9,227 $8,661 
See the Combined Notes to Consolidated Financial Statements
44




(In millions)September 30, 2019
December 31, 2018
ASSETS   
Current assets   
Cash and cash equivalents$18
 $16
Restricted cash and cash equivalents34
 37
Accounts receivable, net   
Customer (net of allowance for uncollectible accounts of $16 and $20 as of September 30, 2019 and December 31, 2018, respectively)258
 225
Other (net of allowance for uncollectible accounts of $8 and $1 as of September 30, 2019 and December 31, 2018, respectively)114
 81
Receivables from affiliates
 1
Inventories, net118
 93
Regulatory assets252
 270
Other12
 37
Total current assets806

760
Property, plant and equipment, net (net of accumulated depreciation and amortization of $3,473 and $3,354 as of September 30, 2019 and December 31, 2018, respectively)6,734
 6,460
Deferred debits and other assets   
Regulatory assets577
 643
Investments109
 105
Prepaid pension asset301
 316
Other76
 15
Total deferred debits and other assets1,063

1,079
Total assets$8,603

$8,299
Table of Contents

POTOMAC ELECTRIC POWER COMPANY
BALANCE SHEETS
(Unaudited)
(In millions)September 30, 2020December 31, 2019
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities
Short-term borrowings$$82 
Long-term debt due within one year
Accounts payable206 195 
Accrued expenses144 156 
Payables to affiliates43 66 
Customer deposits54 57 
Regulatory liabilities49 
Merger related obligation39 39 
Current portion of DC PLUG obligation30 30 
Other29 22 
Total current liabilities597 657 
Long-term debt3,161 2,862 
Deferred credits and other liabilities
Deferred income taxes and unamortized investment tax credits1,194 1,131 
Asset retirement obligations38 41 
Non-pension postretirement benefit obligations14 20 
Regulatory liabilities647 746 
Other354 297 
Total deferred credits and other liabilities2,247 2,235 
Total liabilities6,005 5,754 
Commitments and contingencies
Shareholder's equity
Common stock2,058 1,796 
Retained earnings1,164 1,111 
Total shareholder's equity3,222 2,907 
Total liabilities and shareholder's equity$9,227 $8,661 
See the Combined Notes to Consolidated Financial Statements
45



(In millions)September 30, 2019 December 31, 2018
LIABILITIES AND SHAREHOLDER'S EQUITY   
Current liabilities   
Short-term borrowings$12
 $40
Long-term debt due within one year8
 15
Accounts payable177
 214
Accrued expenses144
 126
Payables to affiliates65
 62
Customer deposits56
 54
Regulatory liabilities9
 7
Merger related obligation38
 38
Current portion of DC PLUG obligation30
 30
Other25
 42
Total current liabilities564

628
Long-term debt2,852
 2,704
Deferred credits and other liabilities   
Deferred income taxes and unamortized investment tax credits1,150
 1,064
Asset retirement obligations41
 37
Non-pension postretirement benefit obligations23
 29
Regulatory liabilities749
 822
Other311
 275
Total deferred credits and other liabilities2,274

2,227
Total liabilities5,690

5,559
Commitments and contingencies

 

Shareholder's equity   
Common stock1,765
 1,636
Retained earnings1,148
 1,104
Total shareholder's equity2,913
 2,740
Total liabilities and shareholder's equity$8,603
 $8,299

POTOMAC ELECTRIC POWER COMPANY
STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
(Unaudited)
Nine Months Ended September 30, 2020
(In millions)Common StockRetained EarningsTotal Shareholder's Equity
Balance, December 31, 2019$1,796 $1,111 $2,907 
Net income— 52 52 
Common stock dividends— (28)(28)
Contributions from parent137 — 137 
Balance, March 31, 2020$1,933 $1,135 $3,068 
Net income— 57 57 
Common stock dividends— (73)(73)
Balance, June 30, 2020$1,933 $1,119 $3,052 
Net income— 118 118 
Common stock dividends— (73)(73)
Contributions from parent125 — 125 
Balance, September 30, 2020$2,058 $1,164 $3,222 

Nine Months Ended September 30, 2019
(In millions)Common StockRetained EarningsTotal Shareholder's Equity
Balance, December 31, 2018$1,636 $1,104 $2,740 
Net income— 55 55 
Common stock dividends— (24)(24)
Contributions from parent14 — 14 
Balance, March 31, 2019$1,650 $1,135 $2,785 
Net income— 64 64 
Common stock dividends— (48)(48)
Contributions from parent115 — 115 
Balance, June 30, 2019$1,765 $1,151 $2,916 
Net income— 98 98 
Common stock dividends— (101)(101)
Balance, September 30, 2019$1,765 $1,148 $2,913 

See the Combined Notes to Consolidated Financial Statements
46



 Nine Months Ended September 30, 2019
(In millions)Common Stock Retained Earnings Total Shareholder's Equity
Balance, December 31, 2018$1,636
 $1,104
 $2,740
Net income
 55
 55
Common stock dividends
 (24) (24)
Contributions from parent14
 
 14
Balance, March 31, 2019$1,650
 $1,135
 $2,785
Net income
 64
 64
Common stock dividends
 (48) (48)
Contributions from parent115
 
 115
Balance, June 30, 2019$1,765
 $1,151
 $2,916
Net income
 98
 98
Common stock dividends
 (101) (101)
Balance, September 30, 2019$1,765

$1,148

$2,913

 Nine Months Ended September 30, 2018
(In millions)Common Stock Retained Earnings Total Shareholder's Equity
Balance, December 31, 2017$1,470
 $1,063
 $2,533
Net income
 31
 31
Common stock dividends
 (25) (25)
Balance, March 31, 2018$1,470
 $1,069
 $2,539
Net income
 54
 54
Common stock dividends
 (25) (25)
Contributions from parent85
 
 85
Balance, June 30, 2018$1,555
 $1,098
 $2,653
Net income
 89
 89
Common stock dividends
 (78) (78)
Balance, September 30, 2018$1,555
 $1,109
 $2,664



DELMARVA POWER & LIGHT COMPANY
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In millions)2020201920202019
Operating revenues
Electric operating revenues$303 $304 $846 $872 
Natural gas operating revenues23 20 116 116 
Revenues from alternative revenue programs(6)(15)(6)
Operating revenues from affiliates
Total operating revenues337 319 954 987 
Operating expenses
Purchased power103 105 270 298 
Purchased fuel49 51 
Purchased power from affiliates21 14 60 50 
Operating and maintenance64 43 160 127 
Operating and maintenance from affiliates37 37 112 113 
Depreciation and amortization48 46 143 138 
Taxes other than income taxes16 15 49 43 
Total operating expenses296 268 843 820 
Operating income41 51 111 167 
Other income and (deductions)
Interest expense, net(15)(15)(47)(45)
Other, net10 
Total other income and (deductions)(13)(13)(40)(35)
Income before income taxes28 38 71 132 
Income taxes(20)16 
Net income$27 $33 $91 $116 
Comprehensive income$27 $33 $91 $116 
See the Combined Notes to Consolidated Financial Statements
47



 Three Months Ended
September 30,

Nine Months Ended
September 30,
(In millions)2019
2018
2019
2018
Operating revenues       
Electric operating revenues$304
 $302
 $872
 $861
Natural gas operating revenues20
 24
 116
 129
Revenues from alternative revenue programs(6) 
 (6) 5
Operating revenues from affiliates1
 2
 5
 6
Total operating revenues319

328

987

1,001
Operating expenses       
Purchased power105
 96
 298
 258
Purchased fuel8
 11
 51
 64
Purchased power from affiliate14
 26
 50
 103
Operating and maintenance43
 44
 127
 137
Operating and maintenance from affiliates37
 38
 113
 119
Depreciation and amortization46
 47
 138
 135
Taxes other than income15
 15
 43
 43
Total operating expenses268

277

820

859
Operating income51

51

167

142
Other income and (deductions)       
Interest expense, net(15) (15) (45) (42)
Other, net2
 2
 10
 7
Total other income and (deductions)(13)
(13)
(35)
(35)
Income before income taxes38
 38
 132
 107
Income taxes5
 5
 16
 17
Net income$33

$33

$116

$90
Comprehensive income$33
 $33
 $116
 $90

DELMARVA POWER & LIGHT COMPANY
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
(In millions)20202019
Cash flows from operating activities
Net income$91 $116 
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization143 138 
Deferred income taxes and amortization of investment tax credits(20)(2)
Other non-cash operating activities47 21 
Changes in assets and liabilities:
Accounts receivable29 
Receivables from and payables to affiliates, net(5)(7)
Inventories(3)(7)
Accounts payable and accrued expenses21 
Income taxes(12)11 
Pension and non-pension postretirement benefit contributions(1)(1)
Other assets and liabilities(25)(22)
Net cash flows provided by operating activities239 279 
Cash flows from investing activities
Capital expenditures(278)(245)
Other investing activities(3)
Net cash flows used in investing activities(281)(244)
Cash flows from financing activities
Changes in short-term borrowings(56)57 
Issuance of long-term debt178 
Retirement of long-term debt(79)
Dividends paid on common stock(99)(105)
Contributions from parent112 
Other financing activities(1)
Net cash flows provided by (used in) financing activities55 (48)
Increase (decrease) in cash, cash equivalents, and restricted cash13 (13)
Cash, cash equivalents, and restricted cash at beginning of period13 24 
Cash, cash equivalents, and restricted cash at end of period$26 $11 
Supplemental cash flow information
Increase (decrease) in capital expenditures not paid$$(13)
See the Combined Notes to Consolidated Financial Statements
48



 Nine Months Ended
September 30,
(In millions)2019
2018
Cash flows from operating activities   
Net income$116
 $90
Adjustments to reconcile net income to net cash flows provided by operating activities:   
Depreciation and amortization138
 135
Deferred income taxes and amortization of investment tax credits(2) 24
Other non-cash operating activities21
 16
Changes in assets and liabilities:   
Accounts receivable29
 13
Receivables from and payables to affiliates, net(7) (14)
Inventories(7) (3)
Accounts payable and accrued expenses3
 18
Income taxes11
 
Pension and non-pension postretirement benefit contributions(1) 
Other assets and liabilities(22) 13
Net cash flows provided by operating activities279

292
Cash flows from investing activities   
Capital expenditures(245) (254)
Other investing activities1
 1
Net cash flows used in investing activities(244)
(253)
Cash flows from financing activities   
Changes in short-term borrowings57
 (216)
Issuance of long-term debt
 200
Retirement of long-term debt
 (4)
Dividends paid on common stock(105) (58)
Contributions from parent
 150
Other financing activities
 (3)
Net cash flows (used in) provided by financing activities(48)
69
(Decrease) increase in cash, cash equivalents and restricted cash(13) 108
Cash, cash equivalents and restricted cash at beginning of period24
 2
Cash, cash equivalents and restricted cash at end of period$11

$110
    
Supplemental cash flow information   
(Decrease) increase in capital expenditures not paid$(13) $20

DELMARVA POWER & LIGHT COMPANY
BALANCE SHEETS
(Unaudited)
(In millions)September 30, 2020December 31, 2019
ASSETS
Current assets
Cash and cash equivalents$26 $13 
Accounts receivable
Customer accounts receivable141152
Customer allowance for credit losses(22)(11)
Customer accounts receivable, net119 141 
Other accounts receivable5342
Other allowance for credit losses(8)(4)
Other accounts receivable, net45 38 
Inventories, net
Fossil fuel
Materials and supplies49 44 
Prepaid utility taxes17 18 
Regulatory assets51 52 
Renewable energy credits
Other
Total current assets321 325 
Property, plant, and equipment (net of accumulated depreciation and amortization of $1,502 and $1,425 as of September 30, 2020 and December 31, 2019, respectively)
4,209 4,035 
Deferred debits and other assets
Regulatory assets227 222 
Goodwill
Prepaid pension asset164 171 
Other63 69 
Total deferred debits and other assets462 470 
Total assets$4,992 $4,830 
See the Combined Notes to Consolidated Financial Statements
49




(In millions)September 30, 2019 December 31, 2018
ASSETS   
Current assets   
Cash and cash equivalents$11
 $23
Restricted cash and cash equivalents
 1
Accounts receivable, net   
Customer (net of allowance for uncollectible accounts of $10 and $12 as of September 30, 2019 and December 31, 2018, respectively)112
 134
Other (net of allowance for uncollectible accounts of $1 as of both September 30, 2019 and December 31, 2018)37
 46
Inventories, net   
Fossil Fuel8
 9
Materials and supplies47
 37
Prepaid utility taxes15
 17
Regulatory assets62
 59
Other5
 10
Total current assets297

336
Property, plant and equipment, net (net of accumulated depreciation and amortization of $1,407 and $1,329 as of September 30, 2019 and December 31, 2018, respectively)3,941
 3,821
Deferred debits and other assets   
Regulatory assets221
 231
Goodwill8
 8
Prepaid pension asset175
 186
Other82
 6
Total deferred debits and other assets486

431
Total assets$4,724

$4,588

DELMARVA POWER & LIGHT COMPANY
BALANCE SHEETS
(Unaudited)
(In millions)September 30, 2020December 31, 2019
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities
Short-term borrowings$$56 
Long-term debt due within one year81 80 
Accounts payable126 112 
Accrued expenses50 46 
Payables to affiliates23 32 
Customer deposits34 36 
Regulatory liabilities46 37 
Other19 15 
Total current liabilities379 414 
Long-term debt1,595 1,487 
Deferred credits and other liabilities
Deferred income taxes and unamortized investment tax credits689 655 
Asset retirement obligations14 12 
Non-pension postretirement benefits obligations14 16 
Regulatory liabilities516 574 
Other101 92 
Total deferred credits and other liabilities1,334 1,349 
Total liabilities3,308 3,250 
Commitments and contingencies
Shareholder's equity
Common stock1,089 977 
Retained earnings595 603 
Total shareholder's equity1,684 1,580 
Total liabilities and shareholder's equity$4,992 $4,830 
See the Combined Notes to Consolidated Financial Statements
50



(In millions)September 30, 2019 December 31, 2018
LIABILITIES AND SHAREHOLDER'S EQUITY   
Current liabilities   
Short-term borrowings$57
 $
Long-term debt due within one year91
 91
Accounts payable90
 111
Accrued expenses59
 39
Payables to affiliates26
 33
Customer deposits36
 35
Regulatory liabilities43
 59
Other33
 7
Total current liabilities435
 375
Long-term debt1,404
 1,403
Deferred credits and other liabilities   
Deferred income taxes and unamortized investment tax credits655
 628
Non-pension postretirement benefits obligations16
 17
Regulatory liabilities580
 606
Other114
 50
Total deferred credits and other liabilities1,365

1,301
Total liabilities3,204

3,079
Commitments and contingencies

 

Shareholder's equity   
Common stock914
 914
Retained earnings606
 595
Total shareholder's equity1,520

1,509
Total liabilities and shareholder's equity$4,724

$4,588

DELMARVA POWER & LIGHT COMPANY
STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
(Unaudited)
Nine Months Ended September 30, 2020
(In millions)Common StockRetained EarningsTotal Shareholder's Equity
Balance, December 31, 2019$977 $603 $1,580 
Net income— 45 45 
Common stock dividends— (52)(52)
Contributions from parent— 
Balance, March 31, 2020$983 $596 $1,579 
Net income— 19 19 
Common stock dividends— (14)(14)
Contributions from parent100 — 100 
Balance, June 30, 2020$1,083 $601 $1,684 
Net income— 27 27 
Common stock dividends— (33)(33)
Contributions from parent— 
Balance, September 30, 2020$1,089 $595 $1,684 

Nine Months Ended September 30, 2019
(In millions)Common StockRetained EarningsTotal Shareholder's Equity
Balance, December 31, 2018$914 $595 $1,509 
Net income— 53 53 
Common stock dividends— (41)(41)
Balance, March 31, 2019$914 $607 $1,521 
Net income— 30 30 
Common stock dividends— (29)(29)
Balance, June 30, 2019$914 $608 $1,522 
Net income— 33 33 
Common stock dividends— (35)(35)
Balance, September 30, 2019$914 $606 $1,520 

See the Combined Notes to Consolidated Financial Statements
51



 Nine Months Ended September 30, 2019
(In millions)Common Stock Retained Earnings Total Shareholder's Equity
Balance, December 31, 2018$914
 $595
 $1,509
Net income
 53
 53
Common stock dividends
 (41) (41)
Balance, March 31, 2019$914
 $607
 $1,521
Net income
 30
 30
Common stock dividends
 (29) (29)
Balance, June 30, 2019$914
 $608
 $1,522
Net income
 33
 33
Common stock dividends
 (35) (35)
Balance, September 30, 2019$914
 $606
 $1,520


 Nine Months Ended September 30, 2018
(In millions)Common Stock Retained Earnings Total Shareholder's Equity
Balance, December 31, 2017$764
 $571
 $1,335
Net income
 31
 31
Common stock dividends
 (36) (36)
Balance, March 31, 2018$764
 $566
 $1,330
Net income
 26
 26
Common stock dividends
 (4) (4)
Contributions from parent150
 
 150
Balance, June 30, 2018$914
 $588
 $1,502
Net income
 33
 33
Common stock dividends
 (18) (18)
Balance, September 30, 2018$914
 $603
 $1,517



ATLANTIC CITY ELECTRIC COMPANY AND SUBSIDIARY COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In millions)2020201920202019
Operating revenues
Electric operating revenues$414 $417 $969 $964 
Revenues from alternative revenue programs(20)
Operating revenues from affiliates
Total operating revenues420 419 952 966 
Operating expenses
Purchased power207 207 460 463 
Purchased power from affiliate16 
Operating and maintenance45 54 140 142 
Operating and maintenance from affiliates32 32 98 99 
Depreciation and amortization48 43 134 114 
Taxes other than income taxes
Total operating expenses338 340 847 838 
Gain on sale of assets
Operating income82 79 107 128 
Other income and (deductions)
Interest expense, net(15)(15)(45)(44)
Other, net
Total other income and (deductions)(14)(14)(40)(39)
Income before income taxes68 65 67 89 
Income taxes(7)(39)
Net income$75 $63 $106 $87 
Comprehensive income$75 $63 $106 $87 
See the Combined Notes to Consolidated Financial Statements
52



 Three Months Ended
September 30,
 Nine Months Ended
September 30,
(In millions)2019 2018 2019 2018
Operating revenues       
Electric operating revenues$417
 $406
 $964
 $983
Revenues from alternative revenue programs1
 (1) 
 (4)
Operating revenues from affiliates1
 1
 2
 2
Total operating revenues419
 406
 966
 981
Operating expenses       
Purchased power207
 188
 463
 465
Purchased power from affiliates3
 10
 16
 21
Operating and maintenance54
 52
 142
 146
Operating and maintenance from affiliates32
 33
 99
 104
Depreciation and amortization43
 38
 114
 107
Taxes other than income1
 1
 4
 4
Total operating expenses340
 322
 838
 847
Operating income79

84
 128

134
Other income and (deductions)       
Interest expense, net(15) (16) (44) (48)
Other, net1
 1
 5
 2
Total other income and (deductions)(14) (15) (39) (46)
Income before income taxes65
 69
 89
 88
Income taxes2
 8
 2
 12
Net income$63

$61

$87

$76
Comprehensive income$63
 $61
 $87
 $76

ATLANTIC CITY ELECTRIC COMPANY AND SUBSIDIARY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
(In millions)20202019
Cash flows from operating activities
Net income$106 $87 
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization134 114 
Deferred income taxes and amortization of investment tax credits(40)
Other non-cash operating activities34 21 
Changes in assets and liabilities:
Accounts receivable(62)(44)
Receivables from and payables to affiliates, net(4)
Inventories(4)
Accounts payable and accrued expenses16 27 
Income taxes
Pension and non-pension postretirement benefit contributions(3)
Other assets and liabilities(53)(18)
Net cash flows provided by operating activities138 186 
Cash flows from investing activities
Capital expenditures(281)(300)
Other investing activities
Net cash flows used in investing activities(276)(300)
Cash flows from financing activities
Changes in short-term borrowings(70)49 
Repayments of short-term borrowings with maturities greater than 90 days(125)
Issuance of long-term debt123 150 
Retirement of long-term debt(38)(13)
Changes in PHI intercompany money pool117 
Dividends paid on common stock(111)(100)
Contributions from parent117 155 
Other financing activities(1)(1)
Net cash flows provided by financing activities137 115 
(Decrease) increase in cash, cash equivalents, and restricted cash(1)
Cash, cash equivalents, and restricted cash at beginning of period28 30 
Cash, cash equivalents, and restricted cash at end of period$27 $31 
Supplemental cash flow information
Increase (decrease) in capital expenditures not paid$$(37)
See the Combined Notes to Consolidated Financial Statements
53



 Nine Months Ended
September 30,
(In millions)2019
2018
Cash flows from operating activities   
Net income$87
 $76
Adjustments to reconcile net income to net cash flows provided by operating activities:   
Depreciation and amortization114
 107
Deferred income taxes and amortization of investment tax credits2
 24
Other non-cash operating activities21
 24
Changes in assets and liabilities:   
Accounts receivable(44) (66)
Receivables from and payables to affiliates, net(4) (3)
Inventories(4) (2)
Accounts payable and accrued expenses27
 21
Income taxes5
 (3)
Pension and non-pension postretirement benefit contributions
 (6)
Other assets and liabilities(18) (12)
Net cash flows provided by operating activities186
 160
Cash flows from investing activities   
Capital expenditures(300) (247)
Other investing activities
 (1)
Net cash flows used in investing activities(300) (248)
Cash flows from financing activities   
Changes in short-term borrowings49
 37
Proceeds from short-term borrowings with maturities greater than 90 days
 125
Repayments of short-term borrowings with maturities greater than 90 days(125) 
Issuance of long-term debt150
 
Retirement of long-term debt(13) (22)
Contributions from parent155
 
Dividends paid on common stock(100) (46)
Other financing activities(1) 
Net cash flows provided by financing activities115
 94
Increase in cash, cash equivalents and restricted cash1
 6
Cash, cash equivalents and restricted cash at beginning of period30
 31
Cash, cash equivalents and restricted cash at end of period$31

$37
    
Supplemental cash flow information   
(Decrease) increase in capital expenditures not paid$(37) $16

ATLANTIC CITY ELECTRIC COMPANY AND SUBSIDIARY COMPANY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions)September 30, 2020December 31, 2019
ASSETS
Current assets
Cash and cash equivalents$13 $12 
Restricted cash and cash equivalents
Accounts receivable
Customer accounts receivable165121
Customer allowance for credit losses(32)(13)
Customer accounts receivable, net133 108 
Other accounts receivable6553
Other allowance for credit losses(11)(5)
Other accounts receivable, net54 48 
Receivables from affiliates
Inventories, net34 34 
Prepaid utility taxes
Regulatory assets88 57 
Other
Total current assets340 270 
Property, plant, and equipment (net of accumulated depreciation and amortization of $1,276 and $1,210 as of September 30, 2020 and December 31, 2019, respectively)
3,372 3,190 
Deferred debits and other assets
Regulatory assets395 368 
Prepaid pension asset44 52 
Other50 53 
Total deferred debits and other assets489 473 
Total assets(a)
$4,201 $3,933 
See the Combined Notes to Consolidated Financial Statements
54




(In millions)September 30, 2019 December 31, 2018
ASSETS   
Current assets   
Cash and cash equivalents$13
 $7
Restricted cash and cash equivalents3
 4
Accounts receivable, net   
Customer (net of allowance for uncollectible accounts of $15 and $18 as of September 30, 2019 and December 31, 2018, respectively)142
 95
Other (net of allowance for uncollectible accounts of $5 and $1 as of September 30, 2019 and December 31, 2018, respectively)47
 55
Receivables from affiliates1
 1
Inventories, net37
 33
Prepaid utility taxes9
 
Regulatory assets48
 40
Other7
 5
Total current assets307
 240
Property, plant and equipment, net (net of accumulated depreciation and amortization of $1,192 and $1,137 as of September 30, 2019 and December 31, 2018, respectively)3,124
 2,966
Deferred debits and other assets   
Regulatory assets370
 386
Prepaid pension asset56
 67
Other59
 40
Total deferred debits and other assets485
 493
Total assets(a)
$3,916
 $3,699

ATLANTIC CITY ELECTRIC COMPANY AND SUBSIDIARY COMPANY
CONSOLIDATED BALANCE SHEETS
(Unaudited)

(In millions)September 30, 2019 December 31, 2018(In millions)September 30, 2020December 31, 2019
LIABILITIES AND SHAREHOLDER'S EQUITY   LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities   Current liabilities
Short-term borrowings$63
 $139
Short-term borrowings$$70 
Long-term debt due within one year19
 18
Long-term debt due within one year261 20 
Accounts payable139
 154
Accounts payable168 144 
Accrued expenses40
 35
Accrued expenses42 42 
Payables to affiliates24
 28
Payables to affiliates24 25 
Borrowings from PHI intercompany money poolBorrowings from PHI intercompany money pool117 
Customer deposits26
 26
Customer deposits23 25 
Regulatory liabilities25
 18
Regulatory liabilities48 25 
Other11
 4
Other10 
Total current liabilities347
 422
Total current liabilities693 360 
Long-term debt1,305
 1,170
Long-term debt1,156 1,307 
Deferred credits and other liabilities   Deferred credits and other liabilities
Deferred income taxes and unamortized investment tax credits569
 535
Deferred income taxes and unamortized investment tax credits617 577 
Non-pension postretirement benefit obligations18
 17
Non-pension postretirement benefit obligations16 17 
Regulatory liabilities365
 402
Regulatory liabilities279 357 
Other44
 27
Other52 39 
Total deferred credits and other liabilities996
 981
Total deferred credits and other liabilities964 990 
Total liabilities(a)
2,648
 2,573
Total liabilities(a)
2,813 2,657 
Commitments and contingencies

 

Commitments and contingencies
Shareholder's equity   Shareholder's equity
Common stock1,134
 979
Common stock1,271 1,154 
Retained earnings134
 147
Retained earnings117 122 
Total shareholder's equity1,268

1,126
Total shareholder's equity1,388 1,276 
Total liabilities and shareholder's equity$3,916

$3,699
Total liabilities and shareholder's equity$4,201 $3,933 
__________
(a)ACE’s consolidated total assets include $18 million and $23 million at September 30, 2019 and December 31, 2018, respectively, of ACE's consolidated VIE that can only be used to settle the liabilities of the VIE. ACE’s consolidated total liabilities include $46 million and $59 million at September 30, 2019 and December 31, 2018, respectively, of ACE's consolidated VIE for which the VIE creditors do not have recourse to ACE. See Note 2 — Variable Interest Entities for additional information.

(a)ACE’s consolidated total assets include $14 million and $17 million at September 30, 2020 and December 31, 2019, respectively, of ACE's consolidated VIE that can only be used to settle the liabilities of the VIE. ACE’s consolidated total liabilities include $26 million and $41 million at September 30, 2020 and December 31, 2019, respectively, of ACE's consolidated VIE for which the VIE creditors do not have recourse to ACE. See Note 16 — Variable Interest Entities for additional information.
See the Combined Notes to Consolidated Financial Statements
55




ATLANTIC CITY ELECTRIC COMPANY AND SUBSIDIARY COMPANY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
(Unaudited)
Nine Months Ended September 30, 2020
(In millions)Common StockRetained EarningsTotal Shareholder's Equity
Balance, December 31, 2019$1,154 $122 $1,276 
Net income— 13 13 
Common stock dividends— (23)(23)
Contributions from parent— 
Balance, March 31, 2020$1,155 $112 $1,267 
Net income— 18 18 
Common stock dividends— (12)(12)
Contributions from parent115 — 115 
Balance, June 30, 2020$1,270 $118 $1,388 
Net income— 75 75 
Common stock dividends— (76)(76)
Contributions from parent— 
Balance, September 30, 2020$1,271 $117 $1,388 
 Nine Months Ended September 30, 2019
(In millions)Common Stock Retained Earnings Total Shareholder's Equity
Balance, December 31, 2018$979
 $147
 $1,126
Net income
 10
 10
Common stock dividends
 (12) (12)
Contributions from parent5
 
 5
Balance, March 31, 2019$984
 $145
 $1,129
Net income
 14
 14
Common stock dividends
 (12) (12)
Contributions from parent150
 
 150
Balance, June 30, 2019$1,134

$147
 $1,281
Net income
 63
 63
Common stock dividends
 (76) (76)
Balance, September 30, 2019$1,134
 $134
 $1,268


Nine Months Ended September 30, 2019
(In millions)Common StockRetained EarningsTotal Shareholder's Equity
Balance, December 31, 2018$979 $147 $1,126 
Net income— 10 10 
Common stock dividends— (12)(12)
Contributions from parent— 
Balance, March 31, 2019$984 $145 $1,129 
Net income— 14 14 
Common stock dividends— (12)(12)
Contributions from parent150 — 150 
Balance, June 30, 2019$1,134 $147 $1,281 
Net income— 63 63 
Common stock dividends— (76)(76)
Balance, September 30, 2019$1,134 $134 $1,268 

 Nine Months Ended September 30, 2018
(In millions)Common Stock Retained Earnings Total Shareholder's Equity
Balance, December 31, 2017$912
 $131
 $1,043
Net income
 7
 7
Common stock dividends
 (9) (9)
Balance, March 31, 2018$912
 $129
 $1,041
Net income
 8
 8
Common stock dividends
 (10) (10)
Balance, June 30, 2018$912

$127
 $1,039
Net income
 61
 61
Common stock dividends
 (27) (27)
Balance, September 30, 2018$912
 $161
 $1,073


See the Combined Notes to Consolidated Financial Statements
56




COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share data, unless otherwise noted)

Note 1 — Significant Accounting Policies


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.
Name of RegistrantBusinessService 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.Five reportable segments: Mid-Atlantic, Midwest, New York, ERCOT, and Other Power Regions
Commonwealth Edison CompanyPurchase and regulated retail sale of electricityNorthern Illinois, including the City of Chicago
Transmission and distribution of electricity to retail customers
PECO Energy CompanyPurchase and regulated retail sale of electricity and natural gasSoutheastern Pennsylvania, including the City of Philadelphia (electricity)
Transmission and distribution of electricity and distribution of natural gas to retail customersPennsylvania counties surrounding the City of Philadelphia (natural gas)
Baltimore Gas and Electric CompanyPurchase and regulated retail sale of electricity and natural gasCentral 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 LLCUtility services holding company engaged, through its reportable segments Pepco, DPL, and ACEService Territories of Pepco, DPL, and ACE
Potomac Electric 
Power Company
Purchase and regulated retail sale of electricityDistrict 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 gasPortions of Delaware and Maryland (electricity)
Transmission and distribution of electricity and distribution of natural gas to retail customersPortions of New Castle County, Delaware (natural gas)
Atlantic City Electric CompanyPurchase and regulated retail sale of electricityPortions of Southern New Jersey
Transmission and distribution of electricity to retail customers

Basis of Presentation (All Registrants)
Each of the Registrant’s Consolidated Financial Statements includes the accounts of its subsidiaries. All intercompany transactions have been eliminated.
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.
The accompanying consolidated financial statements as of September 30, 20192020 and 2018December 31, 2019 and for the three and nine months then ended September 30, 2020 and 2019 are unaudited but, in the opinion of the management of each Registrant include all adjustments that are considered necessary for a fair statement of the Registrants’ respective financial statements in accordance with GAAP. All adjustments are of a normal, recurring nature, except as otherwise disclosed. The December 31, 20182019 Consolidated Balance Sheets were derived from audited financial statements. Financial results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for

the fiscal year ending December 31, 2020. These Combined
57




COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share data, unless otherwise noted)

Note 1 — Significant Accounting Policies

the fiscal year ending December 31, 2019. These Combined Notes to Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the SEC for Quarterly Reports on Form 10-Q. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.
COVID-19 (All Registrants)
The Registrants have taken steps to mitigate the potential risks posed by the global outbreak (pandemic) of the 2019 novel coronavirus (COVID-19). The Registrants provide a critical service to their customers and have taken measures to keep employees who operate the business safe and minimize unnecessary risk of exposure to the virus, including extra precautions for employees who work in the field. The Registrants have implemented work from home policies where appropriate and imposed travel limitations on employees. In addition, the Registrants have updated their existing business continuity plans.

Management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and accompanying notes, and the amounts of revenues and expenses reported during the periods covered by those financial statements and accompanying notes. Management assessed certain accounting matters that require consideration of forecasted financial information, including, but not limited to, our allowance for credit losses and the carrying value of our goodwill and other long-lived assets, in context with the information reasonably available to us and the unknown future impacts of COVID-19 as of September 30, 2020 and through the date of this report. The Registrants' future assessment of our current expectations of the magnitude and duration of COVID-19, as well as other factors, could result in material impacts to their consolidated financial statements in future reporting periods.
New Accounting Standards (All Registrants)
New Accounting Standards Adopted in 2019: In 2019, the Registrants have adopted the following new authoritative accounting guidance issued by the FASB.
Leases. The Registrants applied the new guidance with the following transition practical expedients:
a "package of three" expedients that must be taken together and allow entities to (1) not reassess whether existing contracts contain leases, (2) carry 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 materially impacted the Registrants' 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 Consolidated Statements of Changes in Shareholders' Equity. The most significant impact was the recognition of the ROU assets and lease liabilities for operating leases. 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. See Note 5 - Leases for additional information.
See Note 1 — Significant Accounting Policies of the Exelon 2018 Form 10-K for additional information on new accounting standards issued and adopted as of January 1, 2019.
New Accounting Standards Issued and Not Yet Adopted as of September 30, 2019:2020: The following new authoritative accounting guidance issued by the FASB has not yet beenwas adopted as of January 1, 2020 and was reflected by the Registrants 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 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 standard was effective January 1, 2020 and requires a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of September 30, 2019. Unless otherwise indicated, the Registrants are currently assessingbeginning of the impacts suchperiod of adoption. This standard was primarily applicable to Generation's and the Utility Registrants' Customer accounts receivables balances. This guidance may have (which could be material) in their financial statements. The Registrants have assessed other FASB issuances of new standards which aredid not listed below as the Registrants do not expect such standards to have a materialsignificant impact to theiron the Registrants’ consolidated financial 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. The standard was effective January 1, 2020 and must be applied on a prospective basis. Exelon, Generation, ComEd, PHI, and DPL will apply the new guidance for their goodwill impairment assessments in 2020 and do not expect the updated guidance to have a material impact to their financial statements. The standard is effective January 1, 2020, with early adoption permitted, and must be applied on a prospective basis.
Impairment of Financial Instruments (Issued June 2016). ProvidesAllowance for a new Current Expected Credit Loss (CECL) impairment modelLosses on Accounts Receivables (All Registrants)

The allowance 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 recognize an allowance that reflects its current estimate of credit losses expected to be incurred overreflects the lifeRegistrants’ best estimates of losses on the financial instrumentcustomers' accounts receivable balances based on historical experience, current conditionsinformation, and reasonable and supportable forecasts. 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. This standard is primarily applicable to Generation's and the Utility Registrants' trade accounts receivable balances. The Registrants do not expect that this guidance will have a significant impact on their consolidated financial statements.


58




COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share data, unless otherwise noted)

Note 1 — Significant Accounting Policies

The allowance for credit losses for Generation’s retail customers is based on accounts receivable aging historical experience coupled with specific identification through a credit monitoring process, which considers current conditions and forward-looking information such as industry trends, macroeconomic factors, changes in the regulatory environment, external credit ratings, publicly available news, payment status, payment history, and the exercise of collateral calls. The allowance for credit losses for Generation wholesale customers is developed using a credit monitoring process, similar to that used for retail customers. When a wholesale customer’s risk characteristics are no longer aligned with the pooled population, Generation uses specific identification to develop an allowance for credit losses. Adjustments to the allowance for credit losses are recorded in Operating and maintenance expense on Generation’s Consolidated Statements of Operations and Comprehensive Income.
Leases (All Registrants)
The allowance for credit losses for the Utility Registrants’ customers is developed by applying loss rates for each Utility Registrant, based on historical loss experience, current conditions, and forward-looking risk factors, to the outstanding receivable balance by customer risk segment. Utility Registrants' customer accounts are written off consistent with approved regulatory requirements. Adjustments to the allowance for credit losses are primarily recorded to Operating and maintenance expense on the Utility Registrants' Consolidated Statements of Operations and Comprehensive Income and Regulatory assets on ComEd, BGE, Pepco, DPL, and ACE’s Consolidated Balance Sheets. See Note 3 - Regulatory Matters of the 2019 Form 10-K for additional information regarding the regulatory recovery of credit losses on customer accounts receivable at ComEd, BGE, Pepco, DPL, and ACE.

The Registrants recognize a ROU asset and lease liability for operating leases with a term of greater than one year. The ROU asset is includedhave certain non-customer receivables in Other deferred debits and other assets and the lease liability is included in Other current liabilities and Other deferred creditswhich primarily are with governmental agencies and other liabilities onhigh-quality counterparties with no history of default.  As such, the Consolidated Balance Sheets. The ROU assetallowance for credit losses related to these receivables 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.not material.  The Registrants include non-lease components, whichmonitor these balances and will record an allowance if there 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 will generally 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 5 —Leases for additional information.
2. Variable Interest Entities (Exelon, Generation, PHI and ACE)
At September 30, 2019 and December 31, 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 September 30, 2019 and December 31, 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 footnote to the table below, are such that creditors, or beneficiaries, do not have recourse to the general credit of Exelon, Generation, PHI and ACE.

59

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 2 — Variable Interest Entities


 September 30, 2019 December 31, 2018
 Exelon
Generation
PHI (a)
 ACE Exelon Generation 
PHI (a)
 ACE
Cash and cash equivalents$168
 $168
 $
 $
 $414
 $414
 $
 $
Restricted cash and cash equivalents76
 73
 3
 3
 66
 62
 4
 4
Accounts receivable, net               
Customer163
 163
 
 
 146
 146
 
 
Other43
 43
 
 
 23
 23
 
 
Unamortized energy contract asset (b)
23
 23
 
 
 25
 25
 
 
Inventory, net               
Materials and supplies222
 222
 
 
 212
 212
 
 
Other current assets50
 48
 2
 
 52
 49
 3
 
Total current assets745

740

5
 3
 938

931

7
 4
Property, plant and equipment, net (c)
6,079
 6,079
 
 
 6,188
 6,188
 
 
NDT funds2,636
 2,636
 
 
 2,351
 2,351
 
 
Unamortized energy contract asset (b)
258
 258
 
 
 274
 274
 
 
Other noncurrent assets69
 52
 17
 15
 258
 232
 26
 19
Total noncurrent assets9,042

9,025

17
 15
 9,071

9,045

26
 19
Total assets$9,787

$9,765

$22
 $18
 $10,009

$9,976

$33
 $23
Long-term debt due within one year$556
 $535
 $21
 $19
 $87
 $66
 $21
 $18
Accounts payable148
 148
 
 
 96
 96
 
 
Accrued expenses58
 57
 1
 1
 73
 72
 1
 1
Unamortized energy contract liabilities10
 10
 
 
 15
 15
 
 
Other current liabilities30
 30
 
 
 3
 3
 
 
Total current liabilities802
 780
 22
 20
 274
 252
 22
 19
Long-term debt532
 504
 28
 26
 1,072
 1,025
 47
 40
Asset retirement obligations (d)
2,103
 2,103
 
 
 2,165
 2,165
 
 
Unamortized energy contract liabilities1
 1
 
 
 1
 1
 
 
Other noncurrent liabilities84
 84
 
 
 42
 42
 
 
Total noncurrent liabilities2,720
 2,692
 28
 26
 3,280
 3,233
 47
 40
Total liabilities$3,522
 $3,472
 $50
 $46
 $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 $41 million and $43 million as of September 30, 2019 and December 31, 2018, respectively.
(d)Exelon’s and Generation’s balances include liabilities with recourse of $5 million as of September 30, 2019 and December 31, 2018.

60

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 2 — Variable Interest Entities


As of September 30, 2019 and December 31, 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.
Bluestem Wind Energy Holdings, LLC - 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 7— 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.
Exelon and Generation, where indicated, provide the following support to CENG:
Generation provided a $400 million loan to CENG. The loan balance was fully repaid 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 of the Exelon 2018 Form 10-K for additional information.
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.
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 formindicators of a parental guarantee of debt, loans from the customersdecline 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.credit quality.

61

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 2 — Variable Interest Entities


In 2017, Generation’s interests in EGRP were contributed to and are pledged for the EGR IV non-recourse debt project financing structure. Refer to Note 11— Debt and Credit Agreements for additional information.
As of September 30, 2019 and December 31, 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 September 30, 2019 and December 31, 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's and Generation’s unconsolidated VIE entities:
 September 30, 2019 December 31, 2018
 
Commercial
Agreement
VIEs
 
Equity
Investment
VIEs
 Total 
Commercial
Agreement
VIEs
 
Equity
Investment
VIEs
 Total
Total assets(a)
$614
 $453
 $1,067
 $597
 $472
 $1,069
Total liabilities(a)
36
 224
 260
 37
 222
 259
Exelon's ownership interest in VIE(a)

 201
 201
 
 223
 223
Other ownership interests in VIE(a)
587
 28
 615
 560
 27
 587
Registrants’ maximum exposure to loss:    
     

Carrying amount of equity method investments
 12
 12
 
 223
 223
_________
(a)These items represent amounts in 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.
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.

62

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 2 — Variable Interest Entities


As of September 30, 2019 and December 31, 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 another distributed energy company (See Consolidated VIEs disclosure above).

Generation fully impaired these investments in the third quarter of 2019. See Note 7— 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.

3. Mergers, Acquisitions and Dispositions (Exelon and Generation)
Acquisition of Handley Generating Station
On November 7, 2017, ExGen Texas Power, LLC (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. 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, which closed on April 4, 2018 for a purchase price of $62 million.
Disposition of Oyster Creek
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, 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 private 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 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 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 $84 million and a $9 million pre-tax charge to Operating and maintenance expense in the third quarter of 2018 and in the second quarter of 2019, respectively. See Note 13 — Nuclear Decommissioning for additional information.

63

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 3 — Mergers, Acquisitions and Dispositions

Other Asset Disposition
On 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 included within Gain on sales of assets and businesses in Exelon's and Generation's Consolidated Statements of Operations and Comprehensive Income for the nine months ended September 30, 2018.
4. 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.
See Note 3 — Revenue from Contracts with Customers of the Exelon 2018 Form 10-K for additional information regarding the primary sources of revenue for the Registrants.
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. 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 Consolidated Balance Sheets from January 1, 2018 to September 30, 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 (109) (109) 65
 198
Revenues recognized 92
 92
 (66) (192)
Balance at September 30, 2019 170
 170
 26
 48

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 September 30, 2019 and December 31, 2018, the Utility Registrants' contract liabilities were immaterial.

64

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 4 — Revenue from Contracts with Customers

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 September 30, 2019. 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.
This disclosure excludes Generation's power and gas 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 one year or less and, therefore, do not contain any future, unsatisfied performance obligations to be included in this disclosure.
 2019 2020 2021 2022 2023 and thereafter Total
Exelon156
 341
 142
 74
 244
 957
Generation215
 442
 197
 89
 244
 1,187

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 18 — Segment Information for the presentation of the Registrant's revenue disaggregation.
5. Leases (All Registrants)
Lessee
The Registrants have operating leases for which they are the lessees. The following tables outline the significant types of operating leases 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 terms1-87 1-37 1-6 1-15 1-87 1-13 1-13 1-13 1-8
Options to extend the term3-30 3-30 5 N/A N/A 3-30 5 3-30 N/A
Options to terminate within2-14 2 4 N/A 3 N/A N/A N/A N/A
The components of lease costs for the three months ended September 30, 2019 were as follows:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Operating lease costs$97
 $73
 $1
 $
 $8
 $12
 $3
 $3
 $2
Variable lease costs79
 74
 
 
 1
 1
 
 
 
Short-term lease costs5
 5
 
 
 
 
 
 
 
Total lease costs (a)
$181
 $152
 $1
 $
 $9
 $13
 $3
 $3
 $2
__________
(a)Excludes $29 million, $28 million, $1 million and $1 million of sublease income recorded at Exelon, Generation, PHI and DPL, respectively

65

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 5 — Leases

The components of lease costs for the nine months ended September 30, 2019 were as follows:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Operating lease costs$252
 $180
 $2
 $1
 $25
 $35
 $9
 $10
 $5
Variable lease costs229
 214
 1
 
 1
 5
 2
 2
 1
Short-term lease costs16
 16
 
 
 
 
 
 
 
Total lease costs (a)
$497
 $410
 $3
 $1
 $26
 $40
 $11
 $12
 $6
__________
(a)Excludes $48 million, $42 million, $6 million and $6 million of sublease income recorded at Exelon, Generation, PHI and DPL, respectively.
The following table provides additional information regarding the presentation of operating lease ROU assets and lease liabilities within the Registrants’ Consolidated Balance Sheets as of September 30, 2019:
 
Exelon(a)
 
Generation(a)
 ComEd PECO BGE PHI Pepco DPL ACE
Operating lease ROU assets                 
Other deferred debits and other assets$1,374
 $926
 $10
 $2
 $83
 $304
 $66
 $75
 $24
                  
Operating lease liabilities                 
Other current liabilities242
 170
 3
 
 32
 35
 8
 11
 5
Other deferred credits and other liabilities1,355
 949
 8
 1
 50
 279
 60
 74
 19
Total operating lease liabilities$1,597
 $1,119
 $11
 $1
 $82
 $314
 $68
 $85
 $24
__________
(a)Exelon's and Generation's operating ROU assets and lease liabilities include $542 million and $703 million, respectively, related to contracted generation.
The weighted average remaining lease terms, in years, and discount rates for operating leases as of September 30, 2019 were as follows:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Remaining lease term10.1
 10.6
 4.7
 4.3
 5.6
 9.0
 9.6
 9.5
 5.3
Discount rate4.5% 4.8% 3.1% 3.3% 3.6% 4.0% 3.7% 3.7% 3.3%

Future minimum lease payments for operating leases as of September 30, 2019 were as follows:
YearExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
2019$65
 $50
 $1
 $
 $1
 $11
 $3
 $2
 $2
2020289
 203
 3
 1
 34
 45
 10
 13
 5
2021246
 162
 3
 
 31
 43
 9
 12
 5
2022179
 113
 2
 
 16
 42
 9
 12
 4
2023148
 100
 1
 
 
 41
 8
 11
 4
Remaining years1,123
 837
 2
 
 19
 197
 43
 53
 6
Total2,050
 1,465
 12
 1
 101
 379
 82
 103
 26
Interest453
 346
 1
 
 19
 65
 14
 18
 2
Total operating lease liabilities$1,597
 $1,119
 $11
 $1
 $82
 $314
 $68
 $85
 $24


66

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 5 — Leases

Future minimum lease payments for operating leases under the prior lease accounting guidance as of December 31, 2018 were as follows:
Year
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 nine months ended September 30, 2019 were as follows:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Operating cash flows from operating leases$225
 $156
 $2
 $
 $32
 $29
 $7
 $6
 $4

ROU assets obtained in exchange for lease obligations for the nine months ended September 30, 2019 were as follows:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Operating leases$70
 $11
 $6
 $
 $1
 $20
 $7
 $9
 $4

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 terms1-841-331-181-84241-142-713-141-3
Options to extend the term1-791-55-795-50N/A5N/AN/AN/A

67

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 5 — Leases

The components of lease income for the three months ended September 30, 2019 were as follows:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Operating lease income$30
 $29
 $
 $
 $
 $1
 $
 $1
 $
Variable lease income80
 80
 
 
 
 
 
 
 

The components of lease income for the nine months ended September 30, 2019 were as follows:
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Operating lease income$48
 $44
 $
 $
 $
 $3
 $
 $3
 $
Variable lease income209
 206
 
 
 
 3
 
 3
 

Future minimum lease payments to be recovered under operating leases as of September 30, 2019 were as follows:
YearExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
2019$4
 $3
 $
 $
 $
 $1
 $
 $1
 $
202051
 46
 
 
 
 4
 
 3
 
202150
 45
 
 
 
 4
 1
 3
 
202250
 45
 
 
 
 5
 
 4
 
202349
 45
 
 
 
 4
 
 3
 
Remaining years314
 271
 1
 3
 1
 38
 
 38
 
Total$518
 $455
 $1
 $3
 $1
 $56
 $1
 $52
 $


68

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 6 — Regulatory Matters

6.2. Regulatory Matters (All Registrants)
As discussed in Note 43 — Regulatory Matters of the Exelon 20182019 Form 10-K, the Registrants are involved in rate and regulatory proceedings at the FERC and their state commissions. The following discusses developments in 20192020 and updates to the 20182019 Form 10-K.
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 2019.2020.
Completed Distribution Base Rate Case Proceedings
Registrant/JurisdictionFiling DateRequested Revenue Requirement (Decrease) IncreaseApproved Revenue Requirement (Decrease) IncreaseApproved ROEApproval DateRate Effective Date
ComEd - Illinois (Electric)(a)
April 8, 2019$(6)$(17)8.91 %December 4, 2019January 1, 2020
DPL - Maryland (Electric)December 5, 2019 (amended April 23, 2020)17 12 9.60 %July 14, 2020July 16, 2020
Registrant/JurisdictionFiling DateRequested Revenue Requirement (Decrease) Increase Approved Revenue Requirement (Decrease) Increase Approved ROE Approval DateRate Effective Date
ComEd - Illinois (Electric)April 16, 2018$(23) $(24) 8.69%
December 4, 2018January 1, 2019
PECO - Pennsylvania (Electric)March 29, 2018$82
 $25
 N/A
(a) 
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
ACE - New Jersey (Electric)August 21, 2018 (amended November 19, 2018)$122
(b) 
$70
(b) 
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)Reflects an increase of $51 million for the initial revenue requirement for 2019 and a decrease of $68 million related to the annual reconciliation for 2018. The revenue requirement for 2019 and 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.
(a)The PECO rate case proceeding was resolved through a settlement agreement, which did not specify an approved ROE.
(b)Requested and approved increases are before New Jersey sales and use tax.

Pending Distribution Base Rate Case Proceedings
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Note 62 — Regulatory Matters

Registrant/JurisdictionFiling DateRequested Revenue Requirement (Decrease) IncreaseRequested ROEExpected Approval Timing
ComEd - Illinois (Electric)(a)
April 16, 2020$(11)8.38 %Fourth quarter of 2020
PECO - Pennsylvania (Natural Gas)September 30, 202069 10.95 %Second quarter of 2021
BGE - Maryland (Electric and Natural Gas)(b)
May 15, 2020
(amended September 11, 2020)
228 10.1 %Fourth quarter of 2020
Pepco - District of Columbia (Electric)(c)
May 30, 2019 (amended June 1, 2020)136 9.7 %First quarter of 2021
Pepco - Maryland (Electric)(d)
October 26, 2020110 10.2 %Second quarter of 2021
DPL - Delaware (Natural Gas)(e)
February 21, 2020 (amended October 9, 2020)10.3 %First quarter of 2021
DPL - Delaware (Electric)(f)
March 6, 2020 (amended October 26, 2020)24 10.3 %Second quarter of 2021
Pending Distribution Base Rate Case Proceedings__________
Registrant/JurisdictionFiling DateRequested Revenue Requirement (Decrease) IncreaseRequested ROEExpected Approval Timing
ComEd - Illinois (Electric)(a)
April 8, 2019$(6)8.91%December 2019
BGE - Maryland (Electric)(b)
May 24, 2019 (amended October 4, 2019)$74
10.3%December 2019
BGE - Maryland (Natural Gas)(b)
May 24, 2019 (amended October 4, 2019)$59
10.3%December 2019
Pepco - District of Columbia (Electric)(c)
May 30, 2019 (amended September 16, 2019)$160
10.3%Fourth quarter of 2020
__________(a)Reflects an increase of $51 million for the initial revenue requirement for 2020 and a decrease of $62 million related to the annual reconciliation for 2019. The revenue requirement for 2020 and annual reconciliation for 2019 provides for a weighted average debt and equity return on distribution rate base of 6.28%, inclusive of an allowed ROE of 8.38%, reflecting the average rate on 30-year treasury notes plus 580 basis points.
(a)Reflects an increase of $57 million for the initial revenue requirement for 2019 and a decrease of $63 million related to the annual reconciliation for 2018. The revenue requirement for 2019 and annual reconciliation for 2018 provides for a weighted average debt and equity return on distribution rate base of 6.53%. See Note 4 — Regulatory Matters of the Exelon 2018 Form 10-K for additional information on ComEd's distribution formula rate filings.
(b)
On October 25, 2019, BGE filed a settlement agreement with the MDPSC. The settlement provides for an increase to BGE’s annual electric and natural gas distribution rates of $18 million and $45 million, respectively.Reflects a three-year cumulative multi-year plan for 2021 through 2023 and total requested revenue requirement increases in 2023 of $137 million related to electric distribution and $91 million related to natural gas distribution to recover capital investments made in late 2019 and planned capital investments from 2020 to 2023.
(c)Pepco filed the multi-year plan enhanced proposal as an alternative to address the impacts of COVID-19. Reflects a three-year cumulative multi-year plan for 2020 through 2022 and requested revenue requirement increases of $73 million in 2022 and $63 million in 2023, to recover capital investments made during 2018 through 2020 and planned capital investments through the end of 2022.
(d)Reflects a three-year cumulative multi-year plan for April 1, 2021 through March 31, 2024 and total requested revenue requirement increases of $56 million effective April 1, 2023 and $54 million effective April 1, 2024 to recover capital investments made in 2019 and 2020 and planned capital investments through March 31, 2024.
(e)The rates went into effect on September 21, 2020, subject to refund.
(f)The rates went into effect on October 6, 2020, subject to refund.
(c)Reflects a three-year cumulative multi-year plan and total requested revenue requirement increases of $84 million, $40 million and $36 million for years 2020, 2021, and 2022, respectively, to recover capital investments made in 2018 and 2019 and planned capital investments from 2020 to 2022.
Transmission Formula Rates
Transmission Formula Rate (Exelon ComEd, BGE, PHI, Pepco, DPL and ACE)the Utility Registrants). ComEd’s, PECO'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 and PECO is required to file on or before May 31, with the resulting rates effective on June 1 of the same year. The annual formula rate update for ComEd, BGE, DPL, and ACE is based on prior year actual costs and current year projected capital additions (initial year revenue requirement). The annual update for PECO is based on prior year actual costs and current year projected capital additions, accumulated depreciation, and accumulated deferred income taxes. The annual update for Pepco is based on prior year actual costs and current year projected capital additions, accumulated depreciation, depreciation and amortization expense, and accumulated deferred income taxes. The update for ComEd, BGE, DPL, and ACE 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).
For 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:
60

Registrant(a)
Initial Revenue Requirement Increase (Decrease)Annual Reconciliation (Decrease) IncreaseTotal Revenue Requirement Increase (Decrease) 
Allowed Return on Rate Base(c)
Allowed ROE(d)
ComEd$21
$(16)$5
 8.21%11.50%
BGE(10)(23)(19)
(b) 
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%

__________
(a)
All rates are effective June 2019, subject to review by the FERC and other parties, which is due by the fourth quarter of 2019.
(b)The change in BGE's transmission revenue requirement includes a FERC approved dedicated facilities charge of $14 million to recover the costs of providing transmission service to specifically designated load by BGE.
(c)Represents the weighted average debt and equity return on transmission rate bases.
(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

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Note 62 — Regulatory Matters

reconciliation). The update for PECO and Pepco also reconciles any differences between the actual costs and actual revenues for the calendar year (annual reconciliation).
For 2020, the following total increases/(decreases) were included in ComEd’s, PECO's, BGE’s, Pepco's, DPL's, and ACE's electric transmission formula rate filings:
Registrant(a)
Initial Revenue Requirement Increase (Decrease)Annual Reconciliation Decrease
Total Revenue Requirement Increase (Decrease)(c)
Allowed Return on Rate Base(d)
Allowed ROE(e)
ComEd$18 $(4)$14 8.17 %11.50 %
PECO(b)
(28)(23)7.47 %10.35 %
BGE16 (3)7.26 %10.50 %
Pepco(46)(44)7.81 %10.50 %
DPL(4)(40)(44)7.20 %10.50 %
ACE(25)(20)7.40 %10.50 %
__________
(a)All rates are effective June 2020, subject to review by interested parties, which is anticipated to be completed by the fourth quarter of 2020 or first quarter of 2021 for ComEd, BGE, Pepco, DPL, and ACE and second quarter of 2021 for PECO.
(b)PECO posted a revised filing to the PJM website on July 17, 2020 reflecting updates to the formula rate based on the FERC order dated July 9, 2020.
(c)The decrease in PECO's transmission revenue requirement relates to refunds from December 1, 2017, in accordance with the settlement agreement dated July 22, 2019. The increase in BGE's transmission revenue requirement includes a $9 million reduction related to a FERC-approved dedicated facilities charge to recover the costs of providing transmission service to specifically designated load by BGE. ComEd, BGE, Pepco, DPL, and ACE’s transmission revenue requirement include a decrease related to the April 24, 2020 settlement agreement related to excess deferred income taxes. Refer to Transmission-Related Income Tax Regulatory Assets below for additional information.
(d)Represents the weighted average debt and equity return on transmission rate bases.
(e)As part of the FERC-approved settlements of ComEd’s 2007 and PECO's 2017 transmission rate cases, the rate of return on common equity is 11.50% and 10.35%, respectively, 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%. and 55.75%, respectively. 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. 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.
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.
On July 22, 2019, PECO and other parties filed with FERC a settlement agreement, which includes a ROE of 10.35%, inclusive of a 50 basis point adder for being a member of a RTO. The settlement did not have a material impact on PECO’s 2017, 2018, or 2019 annual transmission revenue requirements. A final order from FERC is expected before the end of the first quarter of 2020. PECO cannot predict the outcome of this proceeding, or the transmission formula FERC may approve.
Other State Regulatory Matters
Illinois Regulatory Matters
Energy Efficiency Formula Rate.Rate (Exelon and ComEd). ComEd filed its annual energy efficiency formula rate update with the ICC on May 23, 2019.21, 2020. The filing establishes the revenue requirement used to set the rates that will take effect in January 20202021 after the ICC’s review and approval. The revenue requirement requested is based on a reconciliation of the 20182019 actual costs plus projected 20192020 and 20202021 expenditures.
RegistrantInitial Revenue Requirement Increase (Decrease)Annual Reconciliation Increase (Decrease)Total Revenue Requirement Increase (Decrease) Requested Return on Rate BaseRequested ROE
ComEd$53
$(2)$51
(a) 
6.53%8.91%
Initial Revenue Requirement IncreaseAnnual Reconciliation IncreaseTotal Revenue Requirement IncreaseRequested Return on Rate BaseRequested ROE
$45 $$48 (a)6.28 %8.38 %
__________
(a)The requested revenue requirement increase provides for a weighted average debt and equity return on rate base of 6.53% inclusive of an allowed ROE of 8.91%
(a)The requested revenue requirement increase provides for a weighted average debt and equity return on rate base of 6.28% inclusive of an allowed ROE of 8.38%. The ROE reflects the average rate on 30-year treasury notes plus 580 basis points. The ROE applicable to the 2018 reconciliation year is 10.91% and the return on rate base is 7.49%, which include the Performance Adjustment, which can either increase or decrease the ROE by up to a maximum of 200 basis points.
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 has been convened to develop and submit a detailed implementation report to the MDPSC by December 20, 2019. The MDPSC will issue another order2019 reconciliation year is 8.96% and the return on next steps by January 30, 2020. BGE, Pepco and DPL cannot predictrate base is 6.56%, which includes a performance adjustment that can either increase or decrease the outcome or the potential financial impact, if any, on BGE, Pepco or DPL.ROE.
New Jersey Regulatory Matters
61
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 allowed for more timely recovery of investments made to modernize and enhance ACE’s electric system. On April 15, 2019, ACE entered into a settlement agreement with other parties, which allows

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Note 62 — Regulatory Matters

for a recovery totaling $96 million of reliability related capital investments from July 1, 2019 through June 30, 2023. On April 18, 2019, the NJBPU approved the settlement agreement.
New Jersey Clean Energy LegislationRegulatory Matters
Advanced Metering Infrastructure Filing (Exelon, PHI, and ACE). On May 23, 2018, New Jersey enacted legislation that established and modifiedAugust 26, 2020, ACE filed an application with the NJBPU as was required seeking approval to deploy a smart energy network in alignment with New Jersey’s clean energyEnergy Master Plan and energy efficiency programsClean Energy Act. The proposal consists of estimated costs totaling $220 million, with deployment taking place over a 3-year implementation period from approximately 2021 to 2024 that involves the installation of an integrated system of smart meters for all customers accompanied by the requisite communications facilities and solardata management systems. ACE is seeking authority to recover these estimated investments through a combination of the ACE Infrastructure Investment Program rider mechanism and renewable energy portfolio standards. Onfuture distribution base rates. ACE currently expects a decision in this matter in the same day, New Jersey enacted legislation that established a ZEC program that provides compensation for nuclear plants that demonstrate tothird quarter of 2021 but cannot predict if the NJBPU that they meet certain requirements, including that they make a significant contribution to air quality inwill approve the state and that their revenues are insufficient to cover their costs and risks. Electric distribution utilities in New Jersey, including ACE, began collecting from retail distribution customers, through a non-bypassable charge, all costs associated with the utility’s procurement of the ZECs effective April 18, 2019. See Generation Regulatory Matters below for additional information.application as filed.
Other Federal Regulatory Matters
Transmission-Related Income Tax Regulatory Assets (Exelon, ComEd, BGE, PHI, Pepco, DPL, and ACE). On December 13, 2016 (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 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. As a resultIn the fourth quarter of the FERC’s order,2017, ComEd, BGE, Pepco, DPL, and ACE took a charge to Income tax expense within their Consolidated Statements of Operations and Comprehensive Income in the fourth quarter of 2017 reducingfully impaired their associated transmission-related income tax regulatory assetsasset for the portion of the total transmission-related income tax regulatory assetsasset 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. See above for additional information regarding PECO's transmission formula rate filing.amortized.
On December 18, 2017, BGE filed for clarification and rehearing of FERC’s November 16, 2017 order and 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 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 18,1) BGE's rehearing request of FERC's November 16, 2017 request for rehearingorder; and clarification and ComEd's, Pepco's, DPL's and ACE's2) the February 23, 2018 (as amended on July 9, 2018) filings, 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, consistent with its November 16, 2017 order.
On October 1, 2018, ComEd, BGE, Pepco, DPL, and ACE submitted 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,filing by ComEd, Pepco, DPL, and ACE sought rehearing of FERC's September 7, 2018 order. for similar recovery.
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 March 27, 2020, the Court of Appeals denied BGE’s November 2, 2018 appeal.
On October 1, 2018, ComEd, BGE, Pepco, DPL, and ACE submitted filings to recover only ongoing non-TCJA amortization amounts and credit TCJA transmission-related income tax regulatory liabilities to customers for the prospective period starting on October 1, 2018. On April 26, 2019, FERC issued 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 established hearing and settlement judge procedures. On April 24, 2020, ComEd, BGE, Pepco, DPL, ACE, and ACE cannot predictother parties filed a settlement agreement with FERC, which FERC approved on September 24, 2020. The settlement agreement provides for the outcomerecovery of these proceedings.
If FERC ultimately rules thatongoing transmission-related income tax regulatory assets and establishes the future, ongoing non-TCJAamount and amortization amounts are not recoverable, Exelon, ComEd, BGE, PHI, Pepco, DPLperiod for excess deferred income taxes resulting from TCJA. The settlement resulted in a reduction to Operating revenues and ACE would record additional chargesan offsetting reduction to Income tax expense which could be up to approximately $80 million, $52 million, $16 million, $12 million, $4 million, $6 million and $2 million, respectively, asin the second quarter of September 30, 2019.2020.
Regulatory Assets and Liabilities
The Utility Registrants' regulatory assets and liabilities have not changed materially since December 31, 2018,2019, unless noted below. See Note 43 — Regulatory Matters of the Exelon 20182019 Form 10-K for additional information on the specific regulatory assets and liabilities.

ComEd. Regulatory assets increased $255 million primarily due to an increase of $145 million in the Energy Efficiency Costs regulatory asset, $58 million in the Electric Distribution Formula Rate Significant One-time Events regulatory asset, $47 million in the ARO regulatory asset, and $18 million in the COVID-19 regulatory asset recorded in 2020, partially offset by a decrease of $37 million in the Electric Distribution Formula Rate Annual Reconciliations regulatory asset. Refer to COVID-19 disclosure below for additional information.
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(Dollars in millions, except per share data, unless otherwise noted)

Note 62 — Regulatory Matters

ComEdPECO. . Regulatory assets increased $122$135 million primarily due to an increase of $186$119 million in Energy Efficiency Costs and $32 million Renewable Energy partially offset by a decrease of $97 million in Electric Distribution Formula Rate Annual Reconciliations.
PECO. Regulatory assets increased $62 million primarily due to an increase of $95 million inthe Deferred Income Taxes offset by a $34regulatory asset and $20 million decrease in Electric Energy and Natural Gas Costs.new COVID-19 regulatory asset recorded in the third quarter of 2020. Refer to COVID-19 disclosure below for additional information.
BGE. Regulatory liabilities decreased $90 million primarily due to a decrease of $40 million in Deferred Income Taxes and $43 million in Removal Costs.
Pepco. Regulatory assets decreased $84 million primarily due to a decrease of $39 million in Electric Energy and Natural Gas Costs, $26 million in DC PLUG charge and $14 million in AMI Programs - Deployment Costs and Legacy Meters. Regulatory liabilities decreased by $71$68 million primarily due to a decrease of $73 million in the Deferred Income Taxes.Taxes regulatory liability.
DPL.Pepco. Regulatory liabilities decreased $42$58 million primarily due to a decrease of $29$99 million in the Deferred Income Taxes regulatory liability, partially offset by a $24 million increase in the Transmission FERC Formula Rate regulatory liability, and $10$24 million in the Electric Energy and Natural Gas Costs.Costs regulatory liability.
ACE.DPL. Regulatory liabilities decreased $30$49 million primarily due to a decrease of $32$54 million in the Deferred Income Taxes.Taxes regulatory liability, $4 million in the Removal Costs regulatory liability, and $3 million in the Electric Energy and Natural Gas Costs regulatory liability, partially offset by a $16 million increase in the Transmission FERC Formula Rate regulatory liability.
ACE. Regulatory assets increased $58 million primarily due to an increase of $29 million in the Deferred Storm Costs regulatory asset, $19 million in the Uncollectible Deferral regulatory asset, and $17 million in the Electric Energy Costs regulatory asset, partially offset by a decrease of $9 million in the Securitized Stranded Costs regulatory asset. Regulatory liabilities decreased $55 million primarily due to a decrease of $80 million in the Deferred Income Taxes regulatory liability, partially offset by a $13 million increase in Transmission FERC Formula Rate regulatory liability, and $9 million in Stranded Costs regulatory liability.
COVID-19 (Exelon and the Utility Registrants). Starting in March of 2020, the Utility Registrants temporarily suspended customer disconnections for non-payment and temporarily ceased new late payment fees for all customers and restored service to customers upon request who were disconnected in the last twelve months. The duration and extent of these measures varies by jurisdiction. While these measures are no longer in place for some jurisdictions, they are expected to continue through the first quarter of 2021 in other jurisdictions. Typically, the Utility Registrants recover credit loss expense through rate required programs or distribution base rate cases. ComEd and ACE have existing mechanisms for recovery of credit loss expense. For those jurisdictions without an existing rate required program to recover credit loss expense, the Utility Registrants are pursuing strategies to recover incremental costs being incurred as a result of COVID-19:
In the period of April to July of 2020, the MDPSC, the DCPSC, the DPSC, and the NJBPU issued orders authorizing the creation of regulatory assets to track incremental COVID-19 related costs.
In May of 2020, the PAPUC issued a Secretarial Letter authorizing the creation of regulatory assets to track incremental credit loss expense related to COVID-19.
The Utility Registrants have also incurred direct costs related to COVID-19 consisting primarily of costs to acquire personal protective equipment, costs for cleaning supplies and services, and costs to hire healthcare professionals to monitor the health of their employees.
The Utility Registrants have recorded regulatory assets for the impacts of COVID-19 reflecting primarily incremental credit losses and direct costs, partially offset by a decrease in travel costs at BGE and PHI. The Utility Registrants expect to seek recovery in upcoming distribution base rate cases. Exelon and the Utility Registrants recorded the following regulatory assets related to COVID-19:
ExelonComEdPECOBGEPHIPepcoDPLACE
September 30, 2020$60 $18 $20 $11 $11 $$$
Capitalized Ratemaking Amounts Not Recognized (Exelon and the Utility Registrants)
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)
 ACE
September 30, 2019$59
 $4
 $
 $47
 $8
 $5
 $3
 $
December 31, 2018$65
 $8
 $
 $49
 $8
 $5
 $3
 $
_________
(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 Matters63
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 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. During the first quarter of 2018, Generation recognized $150 million of revenue 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. The lawsuits were dismissed by the district 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. On January 7, 2019, plaintiffs filed a petition seeking U.S. Supreme Court review of the case, which was denied on April 15, 2019.

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Note 62 — Regulatory Matters

Exelon
ComEd(a)
PECO
BGE(b)
PHI
Pepco(c)
DPL(c)
ACE
September 30, 2020$54 $$$47 $$$$
December 31, 201963 53 
_________
(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)
New Jersey Regulatory Matters
New Jersey Clean Energy Legislation. On May 23, 2018, New Jersey enacted legislation that established a ZEC program 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. Under the legislation, the NJBPU will issue ZECs to qualifying nuclear power plants and the electric distribution utilities in New Jersey, including ACE, will be required to purchase those ZECs.
On November 19, 2018, 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 April 18, 2019, the NJBPU approved 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 month they are generated and has recognized $21$56 million and $31 million for the three and nine months ended September 30, 2019.2020 and 2019, respectively. On May 15, 2019, New Jersey Rate Counsel appealed the NJBPU's decision to the New Jersey Superior Court. The appeal does not prevent implementation of the ZEC program.Briefing has been completed and oral argument is scheduled for December 9, 2020. Exelon and Generation cannot predict the outcome of the appeal. See Note 86 — Early Plant Retirements for additional information related to 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 is a Tier 3 ZEC program targeted at preserving the environmental attributes of zero-emissions nuclear-powered generating facilities that meet the criteria demonstrating public necessity as determined by the NYPSC.NYPSC to be Generation's FitzPatrick, Ginna, and Nine Mile Point nuclear facilities.
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, which was dismissed by the district court on July 25, 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 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. On October 8, 2019, the court dismissed all remaining claims. The petitioners havefiled a notice of appeal on November 4, 2019 and originally had until November 11, 2019May 4, 2020 to file their brief. Due to COVID-19 related restrictions, the court extended the deadline to July 29, 2020. Petitioners did not file a brief by the deadline, so the case is deemed dismissed. Petitioners are permitted up to one year from July 29, 2020 to file a notice of appeal.motion to vacate the dismissal if they can show good cause for the delay.
See Note 86 — Early Plant Retirements for additional information related to Ginna and Nine Mile Point.
New England Regulatory Matters
Mystic Units 8 & 9 and Everett Marine Terminal Cost of Service Agreement (Exelon and Generation). On March 29, 2018, Generation notified grid operator ISO-NE of its plans to early retire Mystic Units 8 and 9 absent regulatory reforms on June 1, 2022. 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 & 9 for the period between June 1, 2022 - May 31, 2024. On December 20, 2018, FERC issued an order accepting the cost of service compensation, 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 adjacent Everett Marine Terminal acquired by
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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 2 — Regulatory Matters
Generation in October 2018. Those adjustments were reflected in a compliance filing made on March 1, 2019. In the December 20, 2018 order, FERC also directed a paper hearing on ROE using a new methodology. On January 22, 2019, Exelon and several other parties filed requests for rehearing of certain findings in the order.
On July 17, 2020, FERC issued three orders, which together affirmed the recovery of key elements of Mystic's cost of service compensation, including recovery of costs associated with the operation of the Everett Marine Terminal. FERC directed a downward adjustment to the rate base for Mystic Units 8 and 9, the effect of which will be partially offset by elimination of a crediting mechanism for third party gas sales during the term of the cost of service agreement. A compliance filing was submitted on September 15, 2020. Several parties filed protests to the compliance filing on the issue of how gross plant in-service was calculated, and Generation filed an answer to the protests on October 21, 2020. On July 28, 2020, FERC ordered additional briefings in the ROE proceeding.
On August 25, 2020, a group of New England generators filed a complaint against Generation seeking to extend the scope of the claw back provision in the cost-of-service agreement, whereby Generation would refund certain amounts recovered during the term of the cost of service if it returns to market afterwards. On September 14, 2020, Generation filed an answer to the complaint arguing that the complaint is procedurally improper and a collateral attack on existing FERC orders and pointing out that the ISO-NE tariff contains protections against the New England generators' concerns that they failed to mention. Generation cannot predict the outcome of this proceeding.
On June 10, 2020, Generation filed a complaint with FERC against ISO-NE on the grounds that ISO-NE failed to follow its tariff with respect to its evaluation of Mystic for transmission security for the 2024 to 2025 Capacity Commitment Period (FCA 15) and that the modifications that ISO-NE made to its unfiled planning procedures to avoid retaining Mystic should have been filed with FERC for approval. On July 27, 2020, ISO-NE issued a memo to NEPOOL announcing its determination pursuant to its unfiled planning procedures that Mystic Units 8 and 9 are not needed for FCA 15 for transmission security. It had previously determined Mystic Units 8 and 9 are not needed for fuel security. On August 17, 2020, FERC issued an order denying the complaint. On September 16, 2020, Generation filed a request for rehearing with FERC. The timing and the outcome of this proceeding is uncertain.
See Note 6 — Early Plant Retirements and Note 8 — Asset Impairments for additional information on the impacts of Generation’s August 2020 decision to retire Mystic Units 8 & 9 upon expiration of the cost of service agreement.
Federal Regulatory Matters
PJM and NYISO MOPR Proceedings. PJM and NYISO capacity markets include a MOPR. If a resource is subjected to a MOPR, its offer is adjusted to effectively remove the revenues it receives through a state 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 applies only to certain resources in downstate New York.
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.
On December 19, 2019, FERC required PJM to broadly apply the MOPR to all new and existing resources including nuclear, renewables, demand response, energy efficiency, storage, and all resources owned by vertically-integrated utilities. This greatly expands the breadth and scope of PJM’s MOPR, which is effective as of PJM’s next capacity auction. While FERC included some limited exemptions, no exemptions were available to state-supported nuclear resources.
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). In response to FERC’s order, PJM submitted a compliance filing on March 18, 2020 wherein PJM proposed tariff language interpreting and implementing FERC's directives and proposed a schedule for resuming capacity auctions that is contingent on the timing of FERC's action on the compliance filing.
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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 2 — Regulatory Matters
On April 16, 2020, FERC issued an order largely denying most requests for rehearing of FERC's December 2019 order but granting a few clarifications that required an additional PJM compliance filing which PJM submitted on June 1, 2020.
On October 15, 2020, FERC issued an order denying requests for rehearing of its April 16, 2020 order and accepted PJM’s two compliance filings, subject to a further compliance filing to revise minor aspects of the proposed MOPR methodology. As part of that order, FERC also accepted PJM’s proposal to condense the schedule of activities leading up to the next capacity auction but did not specify when that schedule would commence given that a key element of the MOPR level computation remains pending before FERC in another proceeding.
FERC issued an order on May 21, 2020 involving reforms to PJM’s day-ahead and real-time reserves markets that need to be reflected in the calculation of MOPR levels. In approving reforms to PJM’s reserves markets, FERC also directed PJM to develop a new methodology for estimating revenues that resources will receive for sales of energy and related services (referred to as the Energy and Ancillary Services Offset) and to use that new methodology in calculating a number of parameters and assumptions used in the capacity market, including MOPR levels. PJM submitted all elements of its new Energy and Ancillary Services Offset revenue projection methodology on August 5, 2020. On review of this compliance filing, FERC is expected to address how these additional reforms will impact MOPR levels, the timeline for implementing the new revenue projection methodology, and the timing for commencing the capacity auction schedule.
Unless Illinois and New Jersey can implement an FRR program in their PJM zones, the MOPR will apply in the next capacity auction 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, increasing the risk that those units may not clear the capacity market.
Exelon is currently working with PJM and other stakeholders to pursue the FRR option as an alternative to the PJM capacity auction. 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 and regulatory changes. Whether legislation is needed in New Jersey would depend on how the state chooses to structure an FRR program. Exelon cannot predict whether or when such legislative and regulatory changes can be implemented.
On February 20, 2020, FERC issued an order rejecting requests to expand NYISO’s version of the MOPR (referred to as buyer-side mitigation rules) beyond its current limited applicability to certain resources in downstate. However, on October 14, 2020, two natural gas-fired generators in New York filed a complaint at FERC seeking to expand the MOPR in NYISO to apply to all resources, new and existing, across the entire NYISO market. Exelon plans to strenuously oppose expansion of FERC’s MOPR policies in the NYISO market. While it is too early in the proceeding to predict its outcome, if FERC follows its MOPR precedent in PJM and applies the MOPR in NYISO broadly as requested in the complaint, Generation’s facilities in NYISO that are receiving ZEC compensation may be at increased risk of not clearing the capacity auction.
If Generation’s state-supported nuclear plants in PJM or NYISO are subjected to the MOPR or equivalent without compensation under an FRR or similar program, it could have a material adverse impact on Exelon's and Generation's financial statements, which Exelon and Generation cannot reasonably estimate at this time.
Operating License Renewals
Conowingo Hydroelectric Project. On August 29, 2012, Generation submitted a hydroelectric license application to FERC for a new 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) from MDE for Conowingo, Generation has 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 agreement (DOI Settlement) resolving all fish passage issues between the parties.
66


74

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 62 — Regulatory Matters


On April 27, 2018, 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 and in violation of MDE regulations and state, federal, and constitutional law. Generation also requested that FERC defer the issuance of the federal license while these significant state and federal law issues are pending. On 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 entered intofiled with FERC a settlement agreement (MDEJoint Offer of Settlement (Offer of Settlement) that would resolve all outstanding issues relating to the 401 Certification. UnderPursuant to the MDEOffer of Settlement, the parties will propose license articlessubmitted Proposed License Articles to FERC for approval as an offer of settlement to be incorporated by FERC into the new license in accordance with FERC’s discretionary authority under the Federal Power Act. The MDE Settlement provides that ifAmong 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 offerOffer of settlement,Settlement and incorporates the Proposed License Articles into the new license without modification, then MDE would waive its rights to issue a 401 Certification and Generation would agree, pursuant to a separate agreement with MDE (MDE Settlement), to implement additional environmental protection, mitigation, and enhancement measures over the anticipated 50-year term of the new license. These measures address mussel restoration and other ecological and water quality matters, including modifications to river flows to improve aquatic habitat, along with other additional fish and eel passage improvements and initiatives to support rare, threatened and endangered wildlife, among other commitments. Exelon’s commitments under the DOIvarious provisions of the Offer of Settlement and MDE SettlementsSettlement are not effective unless and until incorporated by FERC intoapproves the new license.

The financial impactOffer of the DOISettlement and MDE Settlements and other anticipated license commitments are estimated to be $11 million to $14 million per year, on average, recognized overissues the new license term, including capital and operating costs. The actual timing and amount ofwith the majority of these costs are not currently fixed and will vary from year to year throughout the life of the new license.Proposed License Articles. Generation cannot currently predict when FERC will issue the new 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, which was approved on March 6, 2020. Peach Bottom Units 2 and 3 are now licensed to operate through 2053 and 2054, respectively.

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.
See Note 4 — Revenue from Contracts with Customers of the Exelon 2019 Form 10-K for additional information regarding the primary sources of revenue for the Registrants.
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 Customer accounts receivable, net, 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 for the three and nine months ended September 30, 2020 and 2019. The Utility Registrants do not have any contract assets.
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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 3 — Revenue from Contracts with Customers
ExelonGeneration
Balance as of December 31, 2019$174 $174 
Amounts reclassified to receivables(19)(19)
Revenues recognized17 17 
Balance at March 31, 2020$172 $172 
Amounts reclassified to receivables(26)(26)
Revenues recognized13 13 
Balance at June 30, 2020$159 $159 
Amounts reclassified to receivables(18)(18)
Revenues recognized19 19 
Balance at September 30, 2020$160 $160 
ExelonGeneration
Balance as of December 31, 2018$187 $187 
Amounts reclassified to receivables(26)(26)
Revenues recognized26 26 
Balance at March 31, 2019$187 $187 
Amounts reclassified to receivables(18)(18)
Revenues recognized27 27 
Balance at June 30, 2019$196 $196 
Amounts reclassified to receivables(65)(65)
Revenues recognized39 39 
Balance at September 30, 2019$170 $170 
Contract Liabilities
The Registrants record contract liabilities when consideration is received or due prior to the satisfaction of the performance obligations. The Registrants record contract liabilities within Other current liabilities and Other noncurrent liabilities within the Registrants' Consolidated Balance Sheets.
For Generation, 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.
On July 1, 2020, Pepco, DPL, and ACE each entered into a collaborative arrangement with an unrelated owner and manager of communication infrastructure (the Buyer). Under this arrangement, Pepco, DPL, and ACE sold a 60% undivided interest in their respective portfolios of transmission tower attachment agreements with telecommunications companies to the Buyer, in addition to transitioning management of the day-to-day operations of the jointly-owned agreements to the Buyer for 35 years, while retaining the safe and reliable operation of its utility assets. In return, Pepco, DPL, and ACE will provide the Buyer limited access on the portion of the towers where the equipment resides for the purposes of managing the agreements for the benefit of Pepco, DPL, ACE, and the Buyer. In addition, for an initial period of three years and two, two-year extensions that are subject to certain conditions, the Buyer has the exclusive right to enter into new agreements with telecommunications companies and to receive a 30% undivided interest in those new agreements. PHI, Pepco, DPL, and ACE received cash and recorded contract liabilities as of July 1, 2020 as shown in the table below. The revenue attributable to this arrangement will be recognized as operating revenue over the 35 years under the collaborative arrangement.
The following table provides a rollforward of the contract liabilities reflected in Exelon's, Generation's, PHI's, Pepco's, DPL's, and ACE'S Consolidated Balance Sheets for the three and nine months ended September 30, 2020 and 2019. As of September 30, 2020 and December 31, 2019, $41 millionComEd's, PECO's, and BGE's contract liabilities were immaterial.
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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 3 — Revenue from Contracts with Customers
ExelonGenerationPHIPepcoDPLACE
Balance as of December 31, 2019$33 $71 $$$$
Consideration received or due20 55 
Revenues recognized(24)(70)
Balance at March 31, 2020$29 $56 $$$$
Consideration received or due13 34 
Revenues recognized(22)(63)
Balance at June 30, 2020$20 $27 $$$$
Consideration received or due154 94 124 98 13 13 
Revenues recognized(25)(65)(2)(2)
Balance at September 30, 2020$149 $56 $122 $96 $13 $13 
ExelonGenerationPHIPepcoDPLACE
Balance as of December 31, 2018$27 $42 $$$$
Consideration received or due21 63 
Revenues recognized(23)(66)
Balance at March 31, 2019$25 $39 $$$$
Consideration received or due17 52 
Revenues recognized(21)(65)
Balance at June 30, 2019$21 $26 $$$$
Consideration received or due27 83 
Revenues recognized(22)(61)
Balance at September 30, 2019$26 $48 $$$$
The following table reflects revenues recognized in the three and nine months ended September 30, 2020 and 2019, which were included in contract liabilities at December 31, 2019 and 2018, respectively:
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
Exelon$$$25 $17 
Generation63 32 
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 September 30, 2020. 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.
This disclosure excludes Generation's power and gas 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 one year or less and, therefore, do not contain any future, unsatisfied performance obligations to be included in this disclosure.
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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 3 — Revenue from Contracts with Customers
20202021202220232024 and thereafterTotal
Exelon$92 $223 $93 $53 $370 $831 
Generation136 313 123 53 275 900 
PHI95 122 
Pepco75 96 
DPL10 13 
ACE10 13 
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 4 — Segment Information for the presentation of the Registrant's revenue disaggregation.

4. Segment Information (All Registrants)
Operating segments for each of the Registrants are determined based on information used by the CODM in deciding how to evaluate performance and allocate resources at each of the Registrants.
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 “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.
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:
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.
New York represents operations within NYISO.
ERCOT represents operations within Electric Reliability Council of Texas.
Other Power Regions:
New England represents the operations within ISO-NE.
South represents operations in the FRCC, MISO’s Southern Region, and the remaining portions of the SERC not included within MISO or PJM.
West represents operations in the WECC, which includes California ISO.
Canada represents operations across the entire country of Canada and includes AESO, OIESO, and the Canadian portion of MISO.
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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 4 — Segment Information
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 Conowingo licensing effortsthe 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.
An analysis and reconciliation of the Registrants’ reportable segment information to the respective information in the consolidated financial statements for the three and nine months ended September 30, 2020 and 2019 is as follows:
Three Months Ended September 30, 2020 and 2019
GenerationComEdPECOBGEPHI
Other(a)
Intersegment
Eliminations
Exelon
Operating revenues(b):
2020
Competitive businesses electric revenues$4,201 $$$$$$(326)$3,875 
Competitive businesses natural gas revenues323 323 
Competitive businesses other revenues135 (3)132 
Rate-regulated electric revenues1,643 759 646 1,339 (22)4,365 
Rate-regulated natural gas revenues54 85 23 (3)159 
Shared service and other revenues484 (491)(1)
Total operating revenues$4,659 $1,643 $813 $731 $1,368 $484 $(845)$8,853 
2019
Competitive businesses electric revenues$4,314 $$$$$$(275)$4,039 
Competitive businesses natural gas revenues265 266 
Competitive businesses other revenues195 (1)194 
Rate-regulated electric revenues1,583 716 619 1,357 (7)4,268 
Rate-regulated natural gas revenues62 84 20 (3)163 
Shared service and other revenues474 (478)(1)
Total operating revenues$4,774 $1,583 $778 $703 $1,380 $474 $(763)$8,929 
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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 4 — Segment Information
GenerationComEdPECOBGEPHI
Other(a)
Intersegment
Eliminations
Exelon
Intersegment revenues(c):
2020$331 $15 $$$$485 $(845)$
2019275 474 (764)
Depreciation and amortization:
2020$558 $294 $85 $133 $200 $19 $$1,289 
2019407 259 83 116 193 25 1,083 
Operating expenses:
2020$4,727 $1,302 $658 $642 $1,102 $489 $(833)$8,087 
20194,274 1,256 595 612 1,124 457 (759)7,559 
Interest expense, net:
2020$80 $95 $39 $34 $67 $89 $$404 
2019109 91 33 31 66 79 409 
Income (loss) before income taxes:
2020$219 $256 $122 $61 $215 $(87)$$786 
2019501 245 154 67 203 (68)1,102 
Income Taxes:
2020$100 $60 $(16)$$(1)$65 $$216 
201987 45 14 12 14 172 
Net income (loss):
2020$117 $196 $138 $53 $216 $(151)$$569 
2019244 200 140 55 189 (68)760 
Capital Expenditures:
2020$282 $554 $312 $290 $386 $$$1,833 
2019392 452 228 300 308 1,687 
__________
(a)Other primarily includes Exelon’s corporate operations, shared service entities, and other financing and investment activities.
(b)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 17 — Supplemental Financial Information for additional information on total utility taxes.
(c)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 accounting guidance. For Exelon, these amounts are included in Operating revenues in the Consolidated Statements of Operations and Comprehensive Income. See Note 18 — Related Party Transactions for additional information on intersegment revenues.


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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 4 — Segment Information
PHI:
PepcoDPLACE
Other(a)
Intersegment
Eliminations
PHI
Operating revenues(b):
2020
Rate-regulated electric revenues$611 $314 $420 $$(6)$1,339 
Rate-regulated natural gas revenues23 23 
Shared service and other revenues91 (85)
Total operating revenues$611 $337 $420 $91 $(91)$1,368 
2019
Rate-regulated electric revenues$642 $299 $419 $$(3)$1,357 
Rate-regulated natural gas revenues20 20 
Shared service and other revenues92 (89)
Total operating revenues$642 $319 $419 $92 $(92)$1,380 
Intersegment revenues(c):
2020$$$$90 $(91)$
201993 (93)
Depreciation and amortization:
2020$96 $48 $48 $$$200 
201995 46 43 193 
Operating expenses:
2020$465 $296 $338 $94 $(91)$1,102 
2019515 268 340 95 (94)1,124 
Interest expense, net:
2020$35 $15 $15 $$$67 
201933 15 15 66 
Income (loss) before income taxes:
2020$121 $28 $68 $(2)$$215 
2019(d)
103 38 65 (3)203 
Income Taxes:
2020$$$(7)$$$(1)
201914 
Net income (loss):
2020$118 $27 $75 $(4)$$216 
201998 33 63 (5)189 
Capital Expenditures:
2020$188 $94 $103 $$$386 
2019157 85 73 (7)308 
__________
(a)Other primarily includes PHI’s corporate operations, shared service entities, and other financing and investment activities.
(b)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 17 — Supplemental Financial Information for additional information on total utility taxes.
(c)Includes intersegment revenues with ComEd, BGE, and PECO, which are eliminated at Exelon.
(d)The Income (loss) before income taxes amounts in Other and Intersegment Eliminations have been capitalized.adjusted by an offsetting $195 million for consistency with the Exelon consolidating disclosure above.
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
73




COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 4 — Segment Information
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):
Three Months Ended September 30, 2020
Revenues from external customers(a)
Intersegment
Revenues
Total
Revenues
Contracts with customers
Other(b)
Total
Mid-Atlantic$1,327 $(20)$1,307 $$1,313 
Midwest974 68 1,042 1,043 
New York401 406 406 
ERCOT249 74 323 330 
Other Power Regions937 186 1,123 (14)1,109 
Total Competitive Businesses Electric Revenues3,888 313 4,201 4,201 
Competitive Businesses Natural Gas Revenues169 154 323 323 
Competitive Businesses Other Revenues(c)
85 50 135 135 
Total Generation Consolidated Operating Revenues$4,142 $517 $4,659 $$4,659 
Three Months Ended September 30, 2019
Revenues from external customers(a)
Intersegment
revenues
Total
Revenues
Contracts with customers
Other(b)
Total
Mid-Atlantic$1,351 $10 $1,361 $$1,364 
Midwest1,052 47 1,099 (17)1,082 
New York414 15 429 429 
ERCOT288 72 360 365 
Other Power Regions873 192 1,065 (25)1,040 
Total Competitive Businesses Electric Revenues3,978 336 4,314 (34)4,280 
Competitive Businesses Natural Gas Revenues160 105 265 34 299 
Competitive Businesses Other Revenues(c)
112 83 195 195 
Total Generation Consolidated Operating Revenues$4,250 $524 $4,774 $$4,774 
__________
(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 unrealized mark-to-market gains of $37 million and $77 million in 2020 and 2019, respectively, and the elimination of intersegment revenues.

74




COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 4 — Segment Information
Revenues net of purchased power and fuel expense (Generation):
Three Months Ended September 30, 2020Three Months Ended September 30, 2019
RNF
from external
customers(a)
Intersegment
RNF
Total RNF
RNF
from external
customers(a)
Intersegment
RNF
Total RNF
Mid-Atlantic$586 $$591 $684 $$689 
Midwest748 750 763 (16)747 
New York281 285 288 291 
ERCOT141 147 76 (4)72 
Other Power Regions253 (28)225 212 (28)184 
Total Revenues net of purchased power and fuel expense for Reportable Segments2,009 (11)1,998 2,023 (40)1,983 
Other(b)
336 11 347 100 40 140 
Total Generation Revenues net of purchased power and fuel expense$2,345 $$2,345 $2,123 $$2,123 
__________
(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 unrealized mark-to-market gains of $255 million and $17 million in 2020 and 2019, respectively, accelerated nuclear fuel amortization associated with announced early plant retirements as discussed in Note 6 - Early Plant Retirements of $24 million, which includes an impairment charge of $10 million, and $3 million decrease to revenue net of purchased power and fuel expense in 2020 and 2019, respectively, and the elimination of intersegment RNF.


75




COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 4 — Segment Information
Electric and Gas Revenue by Customer Class (Utility Registrants):
Three Months Ended September 30, 2020
Revenues from contracts with customersComEdPECOBGEPHIPepcoDPLACE
Rate-regulated electric revenues
Residential$920 $518 $389 $763 $307 $193 $263 
Small commercial & industrial379 104 65 134 36 45 53 
Large commercial & industrial135 66 113 262 195 21 46 
Public authorities & electric railroads10 14 
Other(a)
234 58 78 141 47 44 50 
Total rate-regulated electric revenues(b)
$1,678 $753 $652 $1,314 $593 $306 $415 
Rate-regulated natural gas revenues
Residential$$32 $55 $11 $$11 $
Small commercial & industrial16 
Large commercial & industrial21 
Transportation
Other(c)
Total rate-regulated natural gas revenues(d)
$$55 $88 $23 $$23 $
Total rate-regulated revenues from contracts with customers$1,678 $808 $740 $1,337 $593 $329 $415 
Other revenues
Revenues from alternative revenue programs$(38)$$(9)$31 $18 $$
Other rate-regulated electric revenues(e)
Other rate-regulated natural gas revenues(e)
Total other revenues$(35)$$(9)$31 $18 $$
Total rate-regulated revenues for reportable segments$1,643 $813 $731 $1,368 $611 $337 $420 
76




COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 4 — Segment Information
Three Months Ended September 30, 2019
Revenues from contracts with customersComEdPECOBGEPHIPepcoDPLACE
Rate-regulated electric revenues
Residential$865 $479 $352 $741 $311 $178 $252 
Small commercial & industrial393 109 64 147 41 48 58 
Large commercial & industrial141 63 116 297 222 26 49 
Public authorities & electric railroads12 17 11 
Other(a)
222 63 82 164 58 50 56 
Total rate-regulated electric revenues(b)
$1,633 $723 $621 $1,366 $643 $305 $418 
Rate-regulated natural gas revenues
Residential$$38 $49 $$$$
Small commercial & industrial17 
Large commercial & industrial20 
Transportation
Other(c)
Total rate-regulated natural gas revenues(d)
$$62 $83 $20 $$20 $
Total rate-regulated revenues from contracts with customers$1,633 $785 $704 $1,386 $643 $325 $418 
Other revenues
Revenues from alternative revenue programs$(56)$(11)$(5)$(9)$(3)$(6)$
Other rate-regulated electric revenues(e)
Other rate-regulated natural gas revenues(e)
Total other revenues$(50)$(7)$(1)$(6)$(1)$(6)$
Total rate-regulated revenues for reportable segments$1,583 $778 $703 $1,380 $642 $319 $419 
__________
(a)Includes revenues from transmission revenue from PJM, wholesale electric revenue and mutual assistance revenue.
(b)Includes operating revenues from affiliates of $15 million, $3 million, $3 million, $6 million, $3 million, $3 million and $1 million at ComEd, PECO, BGE, PHI, Pepco, DPL, and ACE, respectively, in 2020 and $4 million, $1 million, $2 million, $4 million, $2 million, $1 million and $1 million at ComEd, PECO, BGE, PHI, Pepco, DPL, and ACE, respectively, in 2019.
(c)Includes revenues from off-system natural gas sales.
(d)Includes operating revenues from affiliates of less than $1 million and $3 million at PECO and BGE, respectively, in 2020 and less than $1 million and $4 million at PECO and BGE, respectively, in 2019.
(e)Includes late payment charge revenues.
77




COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 4 — Segment Information
Nine Months Ended September 30, 2020 and 2019
GenerationComEdPECOBGEPHI
Other(a)
Intersegment
Eliminations
Exelon
Operating revenues(b):
2020
Competitive businesses electric revenues$11,367 $$$$$$(920)$10,447 
Competitive businesses natural gas revenues1,348 (3)1,345 
Competitive businesses other revenues557 (5)552 
Rate-regulated electric revenues4,499 1,948 1,763 3,425 (50)11,585 
Rate-regulated natural gas revenues358 521 116 (5)990 
Shared service and other revenues13 1,440 (1,447)
Total operating revenues$13,272 $4,499 $2,306 $2,284 $3,554 $1,440 $(2,430)$24,925 
2019
Competitive businesses electric revenues$12,365 $$$$$$(840)$11,525 
Competitive businesses natural gas revenues1,479 1,479 
Competitive businesses other revenues436 (4)432 
Rate-regulated electric revenues4,342 1,901 1,817 3,574 (25)11,609 
Rate-regulated natural gas revenues432 510 116 (12)1,046 
Shared service and other revenues10 1,410 (1,415)
Total operating revenues$14,280 $4,342 $2,333 $2,327 $3,700 $1,410 $(2,296)$26,096 
Intersegment revenues(c):
2020$932 $31 $$16 $13 $1,435 $(2,430)$
2019844 13 18 11 1,410 (2,300)
Depreciation and amortization:
2020$1,161 $841 $259 $405 $585 $61 $$3,312 
20191,221 767 247 368 562 72 3,237 
Operating expenses:
2020$12,674 $3,798 $1,900 $1,903 $3,057 $1,452 $(2,397)$22,387 
201913,333 3,431 1,783 1,936 3,106 1,405 (2,291)22,703 
Interest expense, net:
2020$277 $287 $108 $99 $201 $269 $$1,241 
2019336 268 100 89 197 231 1,221 
78




COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 4 — Segment Information
GenerationComEdPECOBGEPHI
Other(a)
Intersegment
Eliminations
Exelon
Income (loss) before income taxes:
2020$532 $446 $310 $299 $340 $(262)$$1,665 
20191,355 674 461 320 436 (218)3,028 
Income Taxes:
2020$41 $142 $(7)$26 $(77)$16 $$141 
2019388 130 51 59 25 (27)626 
Net income (loss):
2020$485 $304 $317 $273 $418 $(278)$$1,519 
2019784 544 410 261 412 (191)2,220 
Capital Expenditures:
2020$1,212 $1,583 $824 $838 $1,072 $77 $$5,606 
20191,282 1,413 675 842 1,006 41 5,259 
Total assets:
September 30, 2020$47,372 $34,243 $12,334 $11,370 $23,394 $9,070 $(10,016)$127,767 
December 31, 201948,995 32,765 11,469 10,634 22,719 8,484 (10,089)124,977 
__________
(a)Other primarily includes Exelon’s corporate operations, shared service entities, and other financing and investment activities.
(b)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 17 — Supplemental Financial Information for additional information on total utility taxes.
(c)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 accounting guidance. For Exelon, these amounts are included in Operating revenues in the Consolidated Statements of Operations and Comprehensive Income. See Note 18 — Related Party Transactions for additional information on intersegment revenues.

79




COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 4 — Segment Information
PHI:
PepcoDPLACE
Other(a)
Intersegment
Eliminations
PHI
Operating revenues(b):
2020
Rate-regulated electric revenues$1,650 $838 $952 $$(15)$3,425 
Rate-regulated natural gas revenues116 116 
Shared service and other revenues279 (266)13 
Total operating revenues$1,650 $954 $952 $279 $(281)$3,554 
2019
Rate-regulated electric revenues$1,748 $871 $966 $(1)$(10)$3,574 
Rate-regulated natural gas revenues116 116 
Shared service and other revenues298 (288)10 
Total operating revenues$1,748 $987 $966 $297 $(298)$3,700 
Intersegment revenues(c):
2020$$$$278 $(281)$13 
2019297 (298)11 
Depreciation and amortization:
2020$282 $143 $134 $26 $$585 
2019281 138 114 29 562 
Operating expenses:
2020$1,364 $843 $847 $284 $(281)$3,057 
20191,444 820 838 302 (298)3,106 
Interest expense, net:
2020$103 $47 $45 $$$201 
2019100 45 44 197 
Income (loss) before income taxes:
2020$211 $71 $67 $(9)$$340 
2019(d)
226 132 89 (11)436 
Income Taxes:
2020$(16)$(20)$(39)$(2)$$(77)
201916 (2)25 
Net income (loss):
2020$227 $91 $106 $(6)$$418 
2019217 116 87 (8)412 
Capital Expenditures:
2020$512 $278 $281 $$$1,072 
2019455 245 300 1,006 
Total assets:
September 30, 2020$9,227 $4,992 $4,201 $5,239 $(265)$23,394 
December 31, 2019(d)
8,661 4,830 3,933 5,335 (40)22,719 
__________
(a)Other primarily includes PHI’s corporate operations, shared service entities, and other financing and investment activities.
(b)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 17 — Supplemental Financial Information for additional information on total utility taxes.
(c)Includes intersegment revenues with ComEd, BGE, and PECO, which are eliminated at Exelon.
(d)The Income (loss) before income taxes and Total assets amounts in Other and Intersegment Eliminations have been adjusted by an offsetting $422 million and $5.7 billion, respectively, for consistency with the Exelon consolidating disclosure above.
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
80




COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 4 — Segment Information
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):
Nine Months Ended September 30, 2020
Revenues from external customers(a)
Intersegment
Revenues
Total
Revenues
Contracts with customers
Other(b)
Total
Mid-Atlantic$3,692 $(152)$3,540 $21 $3,561 
Midwest2,773 240 3,013 (6)3,007 
New York1,074 (12)1,062 (1)1,061 
ERCOT579 155 734 20 754 
Other Power Regions2,718 300 3,018 (34)2,984 
Total Competitive Businesses Electric Revenues10,836 531 11,367 11,367 
Competitive Businesses Natural Gas Revenues881 467 1,348 1,348 
Competitive Businesses Other Revenues(c)
268 289 557 557 
Total Generation Consolidated Operating Revenues$11,985 $1,287 $13,272 $$13,272 
Nine Months Ended September 30, 2019
Revenues from external customers(a)
Intersegment
revenues
Total
Revenues
Contracts with customers
Other(b)
Total
Mid-Atlantic$3,798 $$3,807 $$3,809 
Midwest3,083 172 3,255 (31)3,224 
New York1,195 16 1,211 1,211 
ERCOT594 198 792 13 805 
Other Power Regions2,849 451 3,300 (46)3,254 
Total Competitive Businesses Electric Revenues11,519 846 12,365 (62)12,303 
Competitive Businesses Natural Gas Revenues1,041 438 1,479 62 1,541 
Competitive Businesses Other Revenues(c)
343 93 436 436 
Total Generation Consolidated Operating Revenues$12,903 $1,377 $14,280 $$14,280 
__________
(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 unrealized mark-to-market gains of $238 million and $64 million in 2020 and 2019, respectively, and elimination of intersegment revenues.

81




COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 4 — Segment Information
Revenues net of purchased power and fuel expense (Generation):
Nine Months Ended September 30, 2020Nine Months Ended September 30, 2019
RNF
from external
customers(a)
Intersegment
RNF
Total RNF
RNF
from external
customers(a)
Intersegment
RNF
Total RNF
Mid-Atlantic$1,660 $23 $1,683 $2,007 $16 $2,023 
Midwest2,180 (2)2,178 2,269 (22)2,247 
New York714 11 725 800 10 810 
ERCOT311 14 325 252 (27)225 
Other Power Regions608 (70)538 542 (64)478 
Total Revenues net of purchased power and fuel expense for Reportable Segments5,473 (24)5,449 5,870 (87)5,783 
Other(b)
838 24 862 262 87 349 
Total Generation Revenues net of purchased power and fuel expense$6,311 $$6,311 $6,132 $$6,132 
__________
(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 unrealized mark-to-market gains of $472 million and losses of $84 million in 2020 and 2019, respectively, accelerated nuclear fuel amortization associated with announced early plant retirements as discussed in Note 6 - Early Plant Retirements of $24 million, which includes an impairment charge of $10 million, and $13 million decrease to revenue net of purchased power and fuel expense in 2020 and 2019, respectively, and the elimination of intersegment RNF.


82




COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 4 — Segment Information
Electric and Gas Revenue by Customer Class (Utility Registrants):
Nine Months Ended September 30, 2020
Revenues from contracts with customersComEdPECOBGEPHIPepcoDPLACE
Rate-regulated electric revenues
Residential$2,389 $1,277 $1,034 $1,825 $779 $501 $545 
Small commercial & industrial1,067 291 183 355 101 127 127 
Large commercial & industrial388 174 311 755 558 66 131 
Public authorities & electric railroads33 21 20 45 25 10 10 
Other(a)
663 171 233 471 166 148 159 
Total rate-regulated electric revenues(b)
$4,540 $1,934 $1,781 $3,451 $1,629 $852 $972 
Rate-regulated natural gas revenues
Residential$$252 $342 $68 $$68 $
Small commercial & industrial86 55 30 30 
Large commercial & industrial96 
Transportation18 10 10 
Other(c)
16 
Total rate-regulated natural gas revenues(d)
$$359 $509 $116 $$116 $
Total rate-regulated revenues from contracts with customers$4,540 $2,293 $2,290 $3,567 $1,629 $968 $972 
Other revenues
Revenues from alternative revenue programs$(51)$10 $(10)$(15)$20 $(15)$(20)
Other rate-regulated electric revenues(e)
10 
Other rate-regulated natural gas revenues(e)
Total other revenues$(41)$13 $(6)$(13)$21 $(14)$(20)
Total rate-regulated revenues for reportable segments$4,499 $2,306 $2,284 $3,554 $1,650 $954 $952 
83




COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 4 — Segment Information
Nine Months Ended September 30, 2019
Revenues from contracts with customersComEdPECOBGEPHIPepcoDPLACE
Rate-regulated electric revenues
Residential$2,221 $1,231 $1,019 $1,816 $792 $499 $525 
Small commercial & industrial1,103 304 193 387 114 141 132 
Large commercial & industrial399 163 335 843 633 75 135 
Public authorities & electric railroads35 23 20 47 27 10 10 
Other(a)
660 186 242 481 166 151 164 
Total rate-regulated electric revenues(b)
$4,418 $1,907 $1,809 $3,574 $1,732 $876 $966 
Rate-regulated natural gas revenues
Residential$$285 $327 $64 $$64 $
Small commercial & industrial122 55 30 30 
Large commercial & industrial93 
Transportation18 11 11 
Other(c)
19 
Total rate-regulated natural gas revenues(d)
$$431 $494 $115 $$115 $
Total rate-regulated revenues from contracts with customers$4,418 $2,338 $2,303 $3,689 $1,732 $991 $966 
Other revenues
Revenues from alternative revenue programs$(98)$(16)$11 $$10 $(6)$
Other rate-regulated electric revenues(e)
22 10 10 
Other rate-regulated natural gas revenues(e)
Total other revenues$(76)$(5)$24 $11 $16 $(4)$
Total rate-regulated revenues for reportable segments$4,342 $2,333 $2,327 $3,700 $1,748 $987 $966 
__________
(a)Includes revenues from transmission revenue from PJM, wholesale electric revenue and mutual assistance revenue.
(b)Includes operating revenues from affiliates of $31 million, $6 million, $9 million, $13 million, $6 million, $7 million and $3 million at ComEd, PECO, BGE, PHI, Pepco, DPL, and ACE, respectively, in 2020 and $13 million, $4 million, $5 million, $11 million, $5 million, $5 million and $2 million at ComEd, PECO, BGE, PHI, Pepco, DPL, and ACE, respectively, in 2019.
(c)Includes revenues from off-system natural gas sales.
(d)Includes operating revenues from affiliates of $1 million and $7 million at PECO and BGE, respectively, in 2020 and less than $1 million and $13 million at PECO and BGE, respectively, in 2019.
(e)Includes late payment charge revenues.

84




COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 5 — Accounts Receivable
5. Accounts Receivable (All Registrants)
Allowance for Credit Losses on Accounts Receivable (All Registrants)
The following tables present the rollforward of Allowance for Credit Losses on Customer Accounts Receivable.
Three Months Ended September 30, 2020
ExelonGenerationComEdPECOBGEPHIPepcoDPLACE
Balance as of June 30, 2020$261 $33 $72 $71 $23 $62 $24 $18 $20 
Plus: Current Period Provision for Expected Credit Losses(a)
114 37 27 14 35 11 17 
Less: Write-offs, net of recoveries(b)
17 
Balance as of September 30, 2020$358 $33 $105 $96 $35 $89 $35 $22 $32 
Nine Months Ended September 30, 2020
ExelonGenerationComEdPECOBGEPHIPepcoDPLACE
Balance as of December 31, 2019$243 $80 $59 $55 $12 $37 $13 $11 $13 
Plus: Current Period Provision for Expected Credit Losses(a)
222 13 62 56 28 63 24 14 25 
Less: Write-offs, net of recoveries(b)
51 16 15 11 
Less: Sale of customer accounts receivable(c)
56 56 — — — — — — — 
Balance as of September 30, 2020$358 $33 $105 $96 $35 $89 $35 $22 $32 
_________
(a)For the Utility Registrants, the increase is primarily as a result of increased aging of receivables, the temporary suspension of customer disconnections for non-payment, temporary cessation of new late payment fees, and reconnection of service to customers previously disconnected due to COVID-19.
(b)Recoveries were not material to the Registrants.
(c)See below for additional information on the sale of customer accounts receivable at Generation in the second quarter of 2020.

85




COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 5 — Accounts Receivable
The following tables present the rollforward of Allowance for Credit Losses on Other Accounts Receivable.
Three Months Ended September 30, 2020
ExelonGenerationComEdPECOBGEPHIPepcoDPLACE
Balance as of June 30, 2020$61 $$22 $$$26 $11 $$
Plus: Current Period Provision for Expected Credit Losses15 
Less: Write-offs, net of recoveries(a)
Balance as of September 30, 2020$75 $$27 $$$32 $13 $$11 
Nine Months Ended September 30, 2020
ExelonGenerationComEdPECOBGEPHIPepcoDPLACE
Balance as of December 31, 2019$48 $$20 $$$16 $$$
Plus: Current Period Provision for Expected Credit Losses36 17 
Less: Write-offs, net of recoveries(a)
Balance as of September 30, 2020$75 $$27 $$$32 $13 $$11 
_________
(a)Recoveries were not material to the Registrants.

Unbilled Customer Revenue (All Registrants)
The following table provides additional information about unbilled customer revenues recorded in the Registrants' Consolidated Balance Sheets.
Unbilled customer revenues(a)
ExelonGenerationComEdPECOBGEPHIPepcoDPLACE
September 30, 2020$672 $139 $193 $98 $115 $127 $72 $37 $18 
December 31, 20191,535 807 218 146 170 194 100 61 33 
_________
(a)Unbilled customer revenues are classified in customer accounts receivables, net in the Registrants' Consolidated Balance Sheets.
Sales of Customer Accounts Receivable (Exelon and Generation)
On April 8, 2020, NER, a bankruptcy remote, special purpose entity, which is wholly-owned by Generation, entered into a revolving accounts receivable financing arrangement with a number of financial institutions and a commercial paper conduit (the Purchasers) to sell certain customer accounts receivable (the Facility). The Facility, whose maximum capacity is $750 million, is scheduled to expire on April 7, 2021, unless renewed by the mutual consent of the parties in accordance with its terms. Under the Facility, NER may sell eligible short-term customer accounts receivable to the Purchasers in exchange for cash and subordinated interest. The transfers are reported as sales of receivables in Exelon’s and Generation’s consolidated financial statements. The subordinated interest in collections upon the receivables sold to the Purchasers is referred to as the DPP, which is reflected in Other current assets on Exelon’s and Generation’s Consolidated Balance Sheet.
On April 8, 2020, Generation derecognized and transferred approximately $1.2 billion of receivables at fair value to the Purchasers in exchange for approximately $500 million in cash purchase price and $650 million of DPP.
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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 5 — Accounts Receivable
The following table summarizes the impact of the sale of certain receivables:
As of September 30, 2020
Derecognized receivables transferred at fair value(a)
$1,232 
Cash proceeds received500 
DPP732 
_________
(a)Includes additional customer accounts receivable sold into the Facility of $4,515 million since the start of the financing agreement.
Three months ended September 30, 2020Nine months ended September 30, 2020
Loss on sale of receivables(a)
$$23 
_________
(a)Reflected in Operating and maintenance expense on Exelon and Generation's Consolidated Statements of Operations and Comprehensive Income.
Nine months ended September 30, 2020
Proceeds from new transfers$1,889 
Cash collections received on DPP2,518 
Cash collections reinvested in the Facility4,407 
Generation’s risk of loss following the transfer of accounts receivable is limited to the DPP outstanding.  Payment of DPP is not subject to significant risks other than delinquencies and credit losses on accounts receivable transferred, which have historically been and are expected to be immaterial. Generation continues to service the receivables sold in exchange for a servicing fee. Generation did not record a servicing asset or liability as the servicing fees were immaterial.
Generation reflected the cash proceeds received upon sale in Net cash provided by operating activities in the Consolidated Statements of Cash Flows. The collection and reinvestment of DPP is recognized in Net cash provided by investing activities of the Consolidated Statements of Cash Flows.
See Note 13 — Fair Value of Financial Assets and Liabilities and Note 16 — Variable Interest Entities for additional information.
Other Purchases and Sales of Customer and Other Accounts Receivables (All Registrants)
Generation is required, under supplier tariffs in ISO-NE, MISO, NYISO, and PJM, to sell customer and other receivables to utility companies, which include the Utility Registrants. The Utility Registrants are required, under separate legislation and regulations in Illinois, Pennsylvania, Maryland, District of Columbia, and New Jersey, to purchase certain receivables from alternative retail electric and, as applicable, natural gas suppliers that participate in the utilities' consolidated billing. The following tables present the total receivables purchased and sold.
Nine Months Ended September 30, 2020
ExelonGenerationComEdPECOBGEPHIPepcoDPLACE
Total Receivables Purchased$2,698 $$865 $786 $508 $787 $484 $160 $143 
Total Receivables Sold542 790 
Related Party Transactions:
Receivables purchased from Generation— — 34 67 75 72 51 13 
Receivables sold to the Utility Registrants— 248 — — — — — — — 
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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 6 — Early Plant Retirements
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 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, 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 TMI nuclear plant in Pennsylvania as having the greatest risk of early retirement based on economic valuation and other factors. 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.
Assuming the continued effectiveness of 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 the Illinois ZES, New Jersey ZEC program, or the New York CES 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 2 — Regulatory Matters for additional information on the New Jersey ZEC program, New York CES, and FERC's December 19, 2019 order and Note 3 — Regulatory Matters of the 2019 Form 10-K for additional information on the Illinois ZES.
In Pennsylvania, the TMI nuclear plant did not clear in the May 2017 PJM capacity auction for the 2020-2021 planning year, the third consecutive year that TMI failed to clear 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 absence of federal or state policies that place a value on nuclear energy for its ability to produce electricity without air pollution, Generation announced that it would permanently cease generation operations at TMI. On September 20, 2019, Generation permanently ceased generation operations at TMI.
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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 6 — Early Plant Retirements
Generation’s Dresden, Byron, and Braidwood nuclear plants in Illinois are also showing increased signs of economic distress, 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. While all of LaSalle's capacity did clear in the 2021-2022 planning year auction, Generation has become increasingly concerned about the economic viability of this plant as well in a landscape where energy market prices remain depressed and energy market rules remain fatally flawed.
On August 27, 2020, Generation announced that it intends to permanently cease generation operations at Byron in September 2021 and at Dresden in November 2021. The current NRC licenses for Byron Units 1 and 2 expire in 2044 and 2046, respectively, and the licenses for Dresden Units 2 and 3 expire in 2029 and 2031, respectively.
As a result of the decision to early retire Byron and Dresden, Exelon and Generation recognized certain one-time charges in the third quarter of 2020 related to materials and supplies inventory reserve adjustments, employee-related costs including severance benefit costs further discussed below, and construction work-in-progress impairments, among other items. In addition, as a result of the decisions to early retire Byron and Dresden, there are ongoing annual financial impacts stemming from shortening the expected economic useful lives of these nuclear plants primarily related to accelerated depreciation provisionof plant assets (including any ARC), accelerated amortization of nuclear fuel, and changes in ARO accretion expense associated with the changes in decommissioning timing and cost assumptions to reflect an earlier retirement date. See Note 7 - Nuclear Decommissioning for Conowingo assumesadditional information on changes to the nuclear decommissioning ARO balance and Note 8 — Asset Impairments for impairment assessment considerations given to the Midwest asset group as a result of the early retirement decision. The total impact on Exelon's and Generation's Consolidated Statements of Operations and Comprehensive Income is summarized in the table below.
Income statement expense (pre-tax)
Three and Nine Months Ended September 30, 2020(a)
Three Months Ended September 30, 2019(b)
Nine Months Ended September 30, 2019(b)
Depreciation and amortization
     Accelerated depreciation(c)
$254 $71 $216 
     Accelerated nuclear fuel amortization14 13 
Operating and maintenance
     One-time charges220 
     Other charges(d)
34 39 (44)
     Contractual offset(e)
(129)
Total$393 $113 $185 
_________
(a)Reflects expense for Byron and Dresden.
(b)Reflects expense for TMI.
(c)Includes the accelerated depreciation of plant assets including any ARC.
(d)For Dresden, reflects the net impacts associated with the remeasurement of the ARO. See Note 7 - Nuclear Decommissioning for additional information. For TMI, primarily reflects the net impacts associated with the remeasurement of the ARO. See Note 9 - Asset Retirement Obligations of the 2019 Form 10-K for additional information.
(e)Reflects contractual offset for ARO accretion, ARC depreciation, and net impacts associated with the remeasurement of the ARO. For Byron and Dresden, 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. See Note 9 - Asset Retirement Obligations of the Exelon 2019 Form 10-K for additional information.
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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 6 — Early Plant Retirements
Severance benefit costs will be provided to employees impacted by the early retirements of Byron and Dresden, to the extent they are not redeployed to other nuclear plants. In the third quarter of 2020, Exelon and Generation recorded estimated severance expense of $81 million within Operating and maintenance expense in their Consolidated Statements of Operations and Comprehensive Income. The final amount of severance benefit costs will depend on the specific employees severed.
The following table provides the balance sheet amounts as of September 30, 2020 for Exelon's and Generation's significant assets and liabilities associated with the Braidwood and LaSalle nuclear plants. Current depreciation provisions are based on the estimated useful lives of these nuclear generating stations, which reflect the first renewal of the operating licenses.
BraidwoodLaSalleTotal
Asset Balances
Materials and supplies inventory, net$82 $107 $189 
Nuclear fuel inventory, net147 218 365 
Completed plant, net1,403 1,571 2,974 
Construction work in progress18 23 41 
Liability Balances
Asset retirement obligation(570)(926)(1,496)
NRC License First Renewal Term2046 (Unit 1)2042 (Unit 1)
2047 (Unit 2)2043 (Unit 2)
Exelon continues to work with stakeholders on state policy solutions, while also advocating for broader market reforms at the regional and federal level. The absence of such solutions or reforms could result in future impairments of the Midwest asset group, or accelerated depreciation for specific plants over their shortened estimated useful lives, both of which could have a material unfavorable impact on Exelon's and Generation's future results of operations.
Other Generation
In March 2018, Generation notified ISO-NE of its plans to early retire, among other assets, the Mystic Generating Station's units 8 and 9 (Mystic 8 and 9) absent regulatory reforms to properly value reliability and regional fuel security. Thereafter, ISO-NE identified Mystic 8 and 9 as being needed to ensure fuel security for the region and entered into a cost of service agreement with these two units for the period between June 1, 2022 - May 31, 2024. The agreement was approved by the FERC license.in December 2018.
On June 10, 2020, Generation filed a complaint with FERC against ISO-NE stating that ISO-NE failed to follow its tariff with respect to its evaluation of Mystic 8 and 9 for transmission security for the 2024 to 2025 Capacity Commitment Period (FCA 15) and that the modifications that ISO-NE made to its unfiled planning procedures to avoid retaining Mystic 8 and 9 should have been filed with FERC for approval. On August 17, 2020, FERC issued an order denying the complaint. As a result, on August 20, 2020, Exelon determined that Generation will permanently cease generation operations at Mystic 8 and 9 at the expiration of the cost of service commitment in May 2024. See Note 2 — Regulatory Matters for additional discussion of Mystic’s cost of service agreement.
As a result of the decision to early retire Mystic 8 and 9, Exelon and Generation recognized $43 million of one-time charges related to an expected long-term maintenance contract termination and materials and supplies inventory reserve adjustments, among other items. In addition, there are annual financial impacts stemming from shortening the expected economic useful life of Mystic 8 and 9 primarily related to accelerated depreciation of plant assets. Exelon and Generation recorded incremental Depreciation and amortization expense of $6 million in the third quarter of 2020. See Note 8 — Asset Impairments for impairment assessment considerations of the New England Asset Group.


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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 7 — Nuclear Decommissioning
7. Nuclear Decommissioning (Exelon and Generation)
Nuclear Decommissioning Asset Retirement Obligations
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.
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 December 31, 2019 to September 30, 2020:
Nuclear decommissioning ARO at December 31, 2019 (a)
$10,504 
Accretion expense367 
Net increase due to changes in, and timing of, estimated future cash flows806 
Costs incurred related to decommissioning plants(59)
Nuclear decommissioning ARO at September 30, 2020 (a)
$11,618 
_________
(a)Includes $93 million and $112 million as the current portion of the ARO at September 30, 2020 and December 31, 2019, respectively, which is included in Other current liabilities in Exelon’s and Generation’s Consolidated Balance Sheets.

During the nine months ended September 30, 2020, the net $806 million increase in the ARO for the changes in the amounts and timing of estimated decommissioning cash flows was driven by updates to Byron and Dresden reflecting changes in assumed retirement dates and assumed methods of decommissioning as a result of the announcement to early retire these plants in 2021. Refer to Note 6 — Early Plant Retirements for additional information.
NDT Funds
Exelon and Generation had NDT funds totaling $13,547 million and $13,353 million at September 30, 2020 and December 31, 2019, respectively. The NDT funds also include $115 million and $163 million for the current portion of the NDT funds at September 30, 2020 and December 31, 2019, respectively, which are included in Other current assets in Exelon's and Generation's Consolidated Balance Sheets. See Note 17 — Supplemental Financial Information for additional information on activities of the NDT funds.
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.
Generation filed its biennial decommissioning funding status report with the NRC on April 1, 2019 for all units, including its shutdown 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. On March 31, 2020, Generation filed its annual decommissioning funding status report with the NRC for Generation’s shutdown units (excluding Zion
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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 7 — Nuclear Decommissioning
Station for the reason noted above). The annual status report demonstrated adequate decommissioning funding assurance as of December 31, 2019, for all of its shutdown reactors except for Peach Bottom Unit 1. 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 Note 9 — Asset Retirement Obligations of the Exelon 2019 Form 10-K for information regarding the amount collected from PECO ratepayers for decommissioning cost.
Generation will file its next decommissioning funding status report with the NRC by March 31, 2021. This report will reflect the status of decommissioning funding assurance as of December 31, 2020 and will include the impact of the announced early retirement of Byron and Dresden. A shortfall could require Exelon to post 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 at Byron and Dresden, the associated level of costs, and the decommissioning trust fund investment performance going forward.

8. Asset Impairments (Exelon and Generation)
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
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 2 — Variable Interest Entities for additional information.

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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 7 — Asset Impairments

Antelope Valley Solar FacilityOther Generation
Generation’s Antelope Valley, a 242 MW solar facility in Lancaster, CA, sells allIn March 2018, Generation notified ISO-NE of its outputplans to PG&E throughearly retire, among other assets, the Mystic Generating Station's units 8 and 9 (Mystic 8 and 9) absent regulatory reforms to properly value reliability and regional fuel security. Thereafter, ISO-NE identified Mystic 8 and 9 as being needed to ensure fuel security for the region and entered into a PPA.cost of service agreement with these two units for the period between June 1, 2022 - May 31, 2024. The agreement was approved by the FERC in December 2018.
On June 10, 2020, Generation filed a complaint with FERC against ISO-NE stating that ISO-NE failed to follow its tariff with respect to its evaluation of Mystic 8 and 9 for transmission security for the 2024 to 2025 Capacity Commitment Period (FCA 15) and that the modifications that ISO-NE made to its unfiled planning procedures to avoid retaining Mystic 8 and 9 should have been filed with FERC for approval. On August 17, 2020, FERC issued an order denying the complaint. As a result, on August 20, 2020, Exelon determined that Generation will permanently cease generation operations at Mystic 8 and 9 at the expiration of September 30, 2019, Generation had approximately $730 millionthe cost of net long-lived assets related to Antelope Valley. service commitment in May 2024. See Note 2 — Regulatory Matters for additional discussion of Mystic’s cost of service agreement.
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 flowsdecision to early retire Mystic 8 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 $1,930 million of additional net long-lived assets as of September 30, 2019. EGR IV is a wholly owned indirect subsidiary of9, Exelon and Generation recognized $43 million of one-time charges related to an expected long-term maintenance contract termination and includes Generation's interest in EGRPmaterials and supplies inventory reserve adjustments, among other projects with non-controlling interests. To date,items. In addition, there have been no indicatorsare annual financial impacts stemming from shortening the expected economic useful life of Mystic 8 and 9 primarily related to suggest that the carrying amountaccelerated depreciation 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 11 - Debt and Credit Agreements for additional information on the PG&E bankruptcy.
8. Early Plant Retirements (Exelon and Generation)
plant assets. Exelon and Generation continuously evaluate factors that affectrecorded incremental Depreciation and amortization expense of $6 million in the current and expected economic valuethird quarter 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 compensated2020. See Note 8 — Asset Impairments for 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, 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. 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.
Assuming the continued effectivenessimpairment assessment considerations of 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 the Illinois ZES, New Jersey ZEC program or the New York CES 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. See Note 6 — Regulatory Matters for additional information on the Illinois ZES, New Jersey ZEC program and New York CES.England Asset Group.
In Pennsylvania, the TMI nuclear plant did not clear in the May 2017 PJM capacity auction for the 2020-2021 planning year, the third consecutive year that TMI failed to clear 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 absence of federal or state policies that place a value on nuclear energy for its ability to produce electricity without air pollution, Generation announced that it would permanently cease generation operations at TMI. On September 20, 2019, Generation permanently ceased generation operations at TMI.

76
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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 87 — Nuclear Decommissioning
7. Nuclear Decommissioning (Exelon and Generation)
Nuclear Decommissioning Asset Retirement Obligations
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.
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 December 31, 2019 to September 30, 2020:
Nuclear decommissioning ARO at December 31, 2019 (a)
$10,504 
Accretion expense367 
Net increase due to changes in, and timing of, estimated future cash flows806 
Costs incurred related to decommissioning plants(59)
Nuclear decommissioning ARO at September 30, 2020 (a)
$11,618 
_________
(a)Includes $93 million and $112 million as the current portion of the ARO at September 30, 2020 and December 31, 2019, respectively, which is included in Other current liabilities in Exelon’s and Generation’s Consolidated Balance Sheets.

During the nine months ended September 30, 2020, the net $806 million increase in the ARO for the changes in the amounts and timing of estimated decommissioning cash flows was driven by updates to Byron and Dresden reflecting changes in assumed retirement dates and assumed methods of decommissioning as a result of the announcement to early retire these plants in 2021. Refer to Note 6 — Early Plant Retirements
for additional information.

NDT Funds
On February 2, 2018,Exelon and Generation announcedhad NDT funds totaling $13,547 million and $13,353 million at September 30, 2020 and December 31, 2019, respectively. The NDT funds also include $115 million and $163 million for the current portion of the NDT funds at September 30, 2020 and December 31, 2019, respectively, which are included in Other current assets in Exelon's and Generation's Consolidated Balance Sheets. See Note 17 — Supplemental Financial Information for additional information on activities of the NDT funds.
NRC Minimum Funding Requirements
NRC regulations require that it would permanently cease generation operations atlicensees of nuclear generating facilities demonstrate reasonable assurance that funds will be available in specified minimum amounts to decommission the Oyster Creek nuclear plantfacility at the end of its current operating cyclelife.
Generation filed its biennial decommissioning funding status report with the NRC on April 1, 2019 for all units, including its shutdown 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 permanently ceased generation operations on September 17, 2018.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. On March 31, 2020, Generation filed its annual decommissioning funding status report with the NRC for Generation’s shutdown units (excluding Zion
As a result
91




Station for the reason noted above). The annual status report demonstrated adequate decommissioning funding assurance as of December 31, 2019, for all of its shutdown reactors except for Peach Bottom Unit 1. 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 Note 9 — Asset Retirement Obligations of the Exelon 2019 Form 10-K for information regarding the amount collected from PECO ratepayers for decommissioning cost.
Generation will file its next decommissioning funding status report with the NRC by March 31, 2021. This report will reflect the status of decommissioning funding assurance as of December 31, 2020 and will include the impact of the announced early retirement of Byron and Dresden. A shortfall could require Exelon to post 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 at Byron and Dresden, the associated level of costs, and the decommissioning trust fund investment performance going forward.

8. Asset Impairments (Exelon and Generation)
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 nuclear decommissioning ARO balance.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 total impact forfair value analysis is primarily based on the threeincome approach using significant unobservable inputs (Level 3) including revenue and nine months ended September 30, 2019generation forecasts, projected capital and 2018 are summarizedmaintenance expenditures, and discount rates. A variation in the table below.
  Three Months Ended September 30, Nine Months Ended September 30,
Income statement expense (pre-tax) 2019 2018 2019 2018
Depreciation and amortization(a)
        
Accelerated depreciation $71
 $152
 $216
 $441
Accelerated nuclear fuel amortization 3
 18
 13
 52
Operating and maintenance(b)
 39
 4
 (44) 32
Total $113
 $174
 $185
 $525
_________
(a)Reflects incremental accelerated depreciation and amortization for TMI for the three and nine months ended September 30, 2019. Reflects incremental accelerated depreciation for TMI and Oyster Creek for the three and nine months ended September 30, 2018. The Oyster Creek amounts are from February 2, 2018 through September 17, 2018. The TMI amounts are through September 20, 2019.
(b)In 2019, primarily reflects the net impacts associated with the remeasurements of the TMI ARO in the first and third quarters. See Note 13 — Nuclear Decommissioning for additional information on the first quarter 2019 TMI ARO update. In 2018, primarily reflects materials and supplies inventory reserve adjustments, employee related costs and CWIP impairments associated with the early retirement decisions for TMI and Oyster Creek. Excludes the charges in the third quarter of 2018 and second quarter of 2019 to Operating and maintenance expense for the ARO remeasurement due to the sale of Oyster Creek. See Note 3 — Mergers, Acquisitions and Dispositions for additional information.
Generation’s Dresden, Byron and Braidwood nuclear plants in Illinois are also showing increased signs of economic distress, whichassumptions used could lead to a different conclusion regarding the recoverability of an early retirement,asset or asset group and, thus, could potentially result in a market that does not currently compensate them for their unique contribution to grid resiliency and their ability to produce large amountsmaterial future impairments 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.Registrant's long-lived assets.
Other Generation
OnIn March 29, 2018, Generation notified grid operator ISO-NE of its plans to early retire, itsamong other assets, the Mystic Generating Station assetsStation's units 8 and 9 (Mystic 8 and 9) absent regulatory reforms on June 1, 2022, atto properly value reliability and regional fuel security. Thereafter, ISO-NE identified Mystic 8 and 9 as being needed to ensure fuel security for the end of the then-current capacity commitment for Mystic Units 7region and 8. Mystic Unit 9 was then committed through May 2021.
On May 16, 2018, Generation madeentered into a filing with FERC to establish cost-of-service compensation and terms and conditionscost of service for Mystic Units 8 and 9agreement with these two units for the period between June 1, 2022 - May 31, 2024. The agreement was approved by the FERC in December 2018.
On December 20, 2018,June 10, 2020, Generation filed a complaint with FERC against ISO-NE stating that ISO-NE failed to follow its tariff with respect to its evaluation of Mystic 8 and 9 for transmission security for the 2024 to 2025 Capacity Commitment Period (FCA 15) and that the modifications that ISO-NE made to its unfiled planning procedures to avoid retaining Mystic 8 and 9 should have been filed with FERC for approval. On August 17, 2020, FERC issued an order acceptingdenying the complaint. As a result, on August 20, 2020, Exelon determined that Generation will permanently cease generation operations at Mystic 8 and 9 at the expiration of the cost of service agreement reflectingcommitment in May 2024. See Note 2 — Regulatory Matters for additional discussion of Mystic’s cost of service agreement.
As a number of adjustments to the annual fixed revenue requirement and allowing for recovery of a substantial portionresult of the costs associated with the Everett Marine Terminal. Those adjustments were reflected in a compliance filing filed March 1, 2019. In the December 20, 2018 order, FERC also directed a paper hearing on ROE using a new methodology. Initial briefs in the ROE proceeding were filed on April 19, 2019 and reply briefs were filed on July 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 of the December 20, 2018 order, which does not alter Generation's commitmentdecision to participate in the Forward Capacity Auction for the 2022-2023 capacity commitment period. On June 10, 2019, ISO-NE announced that it has determined thatearly retire Mystic 8 and 9, Exelon and Generation recognized $43 million of one-time charges related to an expected long-term maintenance contract termination and materials and supplies inventory reserve adjustments, among other items. In addition, there are neededannual financial impacts stemming from shortening the expected economic useful life of Mystic 8 and 9 primarily related to accelerated depreciation of plant assets. Exelon and Generation recorded incremental Depreciation and amortization expense of $6 million in the third quarter of 2020. See Note 8 — Asset Impairments for fuel security forimpairment assessment considerations of the 2023-2024 capacity commitment period.New England Asset Group.


77
90




COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 87Early Plant RetirementsNuclear Decommissioning

7. Nuclear Decommissioning (Exelon and Generation)
On March 25, 2019, ISO-NE filedNuclear Decommissioning Asset Retirement Obligations
Generation has a legal obligation to decommission its nuclear power plants following the Inventoried Energy Program,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.
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 intended to provide an interim fuel security program pending conclusionrecorded as decrease in Operating and maintenance expense within Exelon’s and Generation’s Consolidated Statements of the stakeholder process to develop a long-term, market-based solution to address fuel security. Exelon filed comments on the Inventoried Energy Program proposal on April 15, 2019. On May 8, 2019, FERC issued a deficiency letter to ISO-NE seeking additional information on the Inventoried Energy Program proposal,Operations and ISO-NE filed a response on June 6, 2019. On August 5, 2019, FERC allowed the Inventoried Energy Program to take effect by operation of law. Several parties have filed requests for rehearing. FERC ordered ISO-NE to file long-term, market-based fuel security rules by October 15, 2019. On August 30, 2019, FERC granted an extension of time to file the long-term, market-based fuel security rules to April 15, 2020.Comprehensive Income.
The following table provides a rollforward of the balance sheet amounts as ofnuclear decommissioning ARO reflected in Exelon’s and Generation’s Consolidated Balance Sheets from December 31, 2019 to September 30, 2019 for Exelon's2020:
Nuclear decommissioning ARO at December 31, 2019 (a)
$10,504 
Accretion expense367 
Net increase due to changes in, and timing of, estimated future cash flows806 
Costs incurred related to decommissioning plants(59)
Nuclear decommissioning ARO at September 30, 2020 (a)
$11,618 
_________
(a)Includes $93 million and Generation’s significant assets and liabilities associated with$112 million as the Mystic Units 8 and 9 and Everett Marine Terminal assets that would potentially be impacted by the failure to adopt long-term solutions for reliability and fuel security.
  September 30, 2019
Asset Balances  
Materials and supplies inventory $31
Fuel inventory 5
Completed plant, net 889
Construction work in progress 7
Liability Balances  
Asset retirement obligation (2)

9. Fair Value of Financial Assets and Liabilities (All Registrants)
Exelon measures and classifies 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 ascurrent portion 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.
Exelon’s valuation techniques used to measure the fair value of the assets and liabilities shown in the tables below are in accordance with the policies discussed in Note 11 — Fair Value of Financial Assets and Liabilities of the Exelon 2018 Form 10-K, unless otherwise noted below.
Fair Value of Financial Liabilities RecordedARO at Amortized Cost
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 September 30, 20192020 and December 31, 2018. The Registrants have no financial2019, respectively, which is included in Other current liabilities classifiedin Exelon’s and Generation’s Consolidated Balance Sheets.

During the nine months ended September 30, 2020, the net $806 million increase in the ARO for the changes in the amounts and timing of estimated decommissioning cash flows was driven by updates to Byron and Dresden reflecting changes in assumed retirement dates and assumed methods of decommissioning as Level 1.
The carrying amountsa result of the Registrants’ short-term liabilities as presented on theirannouncement to early retire these plants in 2021. Refer to Note 6 — Early Plant Retirements for additional information.
NDT Funds
Exelon and Generation had NDT funds totaling $13,547 million and $13,353 million at September 30, 2020 and December 31, 2019, respectively. The NDT funds also include $115 million and $163 million for the current portion of the NDT funds at September 30, 2020 and December 31, 2019, respectively, which are included in Other current assets in Exelon's and Generation's Consolidated Balance Sheets are representative of their fair value (Level 2) becauseSheets. See Note 17 — Supplemental Financial Information for additional information on activities of the short-term natureNDT funds.
NRC Minimum Funding Requirements
NRC regulations require that licensees of these instruments.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.

Generation filed its biennial decommissioning funding status report with the NRC on April 1, 2019 for all units, including its shutdown 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. On March 31, 2020, Generation filed its annual decommissioning funding status report with the NRC for Generation’s shutdown units (excluding Zion
78
91




COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 7 — Nuclear Decommissioning
Station for the reason noted above). The annual status report demonstrated adequate decommissioning funding assurance as of December 31, 2019, for all of its shutdown reactors except for Peach Bottom Unit 1. 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 Note 9 — Fair ValueAsset Retirement Obligations of Financial Assetsthe Exelon 2019 Form 10-K for information regarding the amount collected from PECO ratepayers for decommissioning cost.
Generation will file its next decommissioning funding status report with the NRC by March 31, 2021. This report will reflect the status of decommissioning funding assurance as of December 31, 2020 and Liabilities
will include the impact of the announced early retirement of Byron and Dresden. A shortfall could require Exelon to post 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 at Byron and Dresden, the associated level of costs, and the decommissioning trust fund investment performance going forward.

  September 30, 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 $36,304
 $38,056
 $2,541
 $40,597
 $35,424
 $33,711
 $2,158
 $35,869
Generation 8,613
 7,962
 1,398
 9,360
 8,793
 7,467
 1,443
 8,910
ComEd 8,196
 9,622
 
 9,622
 8,101
 8,390
 
 8,390
PECO 3,404
 3,891
 50
 3,941
 3,084
 3,157
 50
 3,207
BGE 3,270
 3,678
 
 3,678
 2,876
 2,950
 
 2,950
PHI 6,494
 5,993
 1,093
 7,086
 6,259
 5,436
 665
 6,101
Pepco 2,860
 3,249
 395
 3,644
 2,719
 2,901
 196
 3,097
DPL 1,495
 1,437
 232
 1,669
 1,494
 1,303
 193
 1,496
ACE 1,324
 1,034
 466
 1,500
 1,188
 987
 275
 1,262
Long-Term Debt to Financing Trusts(a)

Exelon $390
 $
 $426
 $426
 $390
 $
 $400
 $400
ComEd 205
 
 223
 223
 205
 
 209
 209
PECO 184
 
 203
 203
 184
 
 191
 191
SNF Obligation
Exelon $1,193
 $1,017
 $
 $1,017
 $1,171
 $949
 $
 $949
Generation 1,193
 1,017
 
 1,017
 1,171
 949
 
 949
____
(a)Includes unamortized debt issuance costs which are not fair valued.
Recurring Fair Value Measurements8. Asset Impairments (Exelon and Generation)
The following tables presentRegistrants evaluate the carrying value of long-lived assets and liabilities measured and recorded ator 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 Registrants' Consolidated Balance Sheetsassumptions 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.
Antelope Valley Solar Facility
Generation’s Antelope Valley, a 242 MW solar facility in Lancaster, CA, sells all of its output to PG&E through a PPA. 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.
The United States Bankruptcy Court entered an order on June 20, 2020 confirming PG&E’s plan of reorganization. On July 1, 2020 the plan became effective, and PG&E emerged from bankruptcy. Under the confirmed plan, PG&E will continue to honor the existing PPA agreement with Antelope Valley.
See Note 12 - Debt and Credit Agreements for additional information.
New England Asset Group
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 grid operator ISO-NE of its plans to early retire its Mystic Units 8 and 9 absent regulatory reforms on June 1, 2022. These events suggested that the carrying value of the New England asset group may be impaired. In the second quarter of 2018, Generation completed a recurring basiscomprehensive review of the estimated undiscounted future cash flows of the New England asset group and their level withinno impairment charge was required.
In the third quarter of 2020, in conjunction with the retirement announcement of Mystic Units 8 and 9, Generation completed a comprehensive review of the estimated undiscounted future cash flows of the New England asset group and concluded that the estimated undiscounted future cash flows and fair value hierarchy as of September 30, 2019the New England asset group were less than their carrying values. As a result, a pre-tax impairment charge of $500 million was recorded in the third quarter of 2020 within Operating and December 31, 2018:
Exelonmaintenance expense in Exelon’s and GenerationGeneration’s
92
 Exelon Generation
As of September 30, 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)
$1,719
 $
 $
 $
 $1,719
 $896
 $
 $
 $
 $896
NDT fund investments        
         
Cash equivalents(b)
315
 78
 
 
 393
 315
 78
 
 
 393
Equities3,121
 1,727
 

1,314
 6,162
 3,121
 1,727
 

1,314
 6,162
Fixed income                   
Corporate debt
 1,473
 259
 
 1,732
 
 1,473
 259
 
 1,732
U.S. Treasury and agencies1,777
 152
 
 
 1,929
 1,777
 152
 
 
 1,929
Foreign governments
 56
 
 
 56
 
 56
 
 
 56
State and municipal debt
 85
 
 
 85
 
 85
 
 
 85
Other(c)

 23
 
 979
 1,002
 
 23
 
 979
 1,002


79

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 98Fair ValueAsset Impairments
Consolidated Statements of Financial AssetsOperations and Liabilities
Comprehensive Income. See Note 6 - Early Plant Retirements for additional information.
Midwest Asset Group
In the third quarter of 2020, in conjunction with the retirement announcements of the Byron and Dresden nuclear plants, Generation completed a comprehensive review of the estimated undiscounted future cash flows of the Midwest asset group and no impairment charge was required.
We will continue to monitor the recoverability of the carrying value of the Midwest asset group as certain other nuclear plants in Illinois are also showing increased signs of economic distress, which could lead to an early retirement. See Note 6 - Early Plant Retirements for additional information.
Equity Method Investments in Certain Distributed Energy Companies
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 16 — Variable Interest Entities for additional information.

9. Income Taxes (All Registrants)
Rate Reconciliation
The effective income tax rate from continuing operations varies from the U.S. federal statutory rate principally due to the following:
Three Months Ended September 30, 2020(a)
ExelonGenerationComEd
PECO(b)
BGE
PHI(c)
PepcoDPL
ACE(c)
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 benefit12.3(10.3)8.1(6.2)5.15.54.66.66.9
Qualified NDT fund income13.247.40000000
Amortization of investment tax credit, including deferred taxes on basis difference(1.4)(4.5)(0.2)0(0.1)(0.2)(0.1)(0.2)(0.3)
Plant basis differences(4.3)0(0.6)(23.3)(1.2)(1.5)(2.1)(0.4)(1.3)
Production tax credits and other credits(3.0)(9.2)(0.4)0(0.8)(0.5)(0.5)(0.5)(0.4)
Noncontrolling interests0.82.90000000
Excess deferred tax amortization(10.1)0(5.6)(3.8)(10.6)(24.9)(20.0)(23.6)(36.8)
Tax settlements(0.2)(0.7)0000000
Other(0.8)(0.9)1.1(0.8)(0.3)0.1(0.4)0.70.6
Effective income tax rate27.5%45.7%23.4%(13.1)%13.1%(0.5)%2.5%3.6%(10.3)%

93
 Exelon Generation
As of September 30, 2019Level 1 Level 2 Level 3 Not subject to leveling Total Level 1 Level 2 Level 3 Not subject to leveling Total
Fixed income subtotal1,777

1,789

259
 979

4,804

1,777

1,789

259
 979

4,804
Middle market lending
 
 255
 445
 700
 
 
 255
 445
 700
Private equity
 
 
 398
 398
 
 
 
 398
 398
Real estate
 
 
 581
 581
 
 
 
 581
 581
NDT fund investments subtotal(d)
5,213

3,594

514
 3,717

13,038

5,213

3,594

514
 3,717

13,038
Rabbi trust investments        
         
Cash equivalents49
 
 
 
 49
 4
 
 
 
 4
Mutual funds77
 
 
 
 77
 24
 
 
 
 24
Fixed income
 13
 
 
 13
 
 
 
 
 
Life insurance contracts
 76
 40
 
 116
 
 24
 
 
 24
Rabbi trust investments subtotal126

89

40
 

255

28

24


 

52
Commodity derivative assets                   
Economic hedges533
 1,488
 1,817
 
 3,838
 533
 1,488
 1,817
 
 3,838
Proprietary trading
 54
 156
 
 210
 
 54
 156
 
 210
Effect of netting and allocation of collateral(e)(f)
(677) (1,261) (1,025) 
 (2,963) (677) (1,261) (1,025) 
 (2,963)
Commodity derivative assets subtotal(144)
281

948
 

1,085

(144)
281

948
 

1,085
Total assets6,914

3,964

1,502

3,717

16,097

5,993

3,899

1,462

3,717

15,071
Liabilities                   
Commodity derivative liabilities                   
Economic hedges(773) (1,695) (1,686) 
 (4,154) (773) (1,695) (1,406) 
 (3,874)
Proprietary trading
 (59) (89) 
 (148) 
 (59) (89) 
 (148)
Effect of netting and allocation of collateral(e)(f)
770
 1,585
 1,329
 
 3,684
 770
 1,585
 1,329
 
 3,684
Commodity derivative liabilities subtotal(3) (169) (446) 
 (618) (3) (169) (166) 
 (338)
Deferred compensation obligation
 (140) 
 
 (140) 
 (37) 
 
 (37)
Total liabilities(3)
(309)
(446) 

(758)
(3)
(206)
(166) 

(375)
Total net assets$6,911

$3,655

$1,056
 $3,717

$15,339

$5,990

$3,693

$1,296
 $3,717

$14,696


80

Table of Contents
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 9 — Fair Value of Financial Assets and LiabilitiesIncome Taxes

Three Months Ended September 30, 2019(a)
ExelonGenerationComEdPECOBGEPHIPepcoDPLACE
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 benefit6.45.28.1(0.3)6.34.81.96.66.9
Qualified NDT fund income3.27.10000000
Amortization of investment tax credit, including deferred taxes on basis difference(4.1)(8.9)(0.2)0(0.1)(0.2)(0.1)(0.2)(0.3)
Plant basis differences(1.7)0(1.0)(7.5)(1.1)(1.8)(2.6)(0.6)(1.9)
Production tax credits and other credits(1.2)(2.7)0000000
Noncontrolling interests(2.2)(4.8)0000000
Excess deferred tax amortization(6.5)0(9.9)(3.6)(8.0)(17.7)(16.3)(13.5)(23.3)
Other0.70.50.4(0.5)(0.2)0.81.0(0.1)0.7
Effective income tax rate15.6%17.4%18.4%9.1%17.9%6.9%4.9%13.2%3.1%

Nine Months Ended September 30, 2020(a)
Exelon
Generation(d)
ComEd(e)
PECO(b)
BGE(c)
PHI(c)
Pepco(c)
DPL(c)
ACE(c)
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 benefit9.3012.7(3.4)5.55.04.26.56.8
Qualified NDT fund income3.210.00000000
Deferred Prosecution Agreement payments2.509.4000000
Amortization of investment tax credit, including deferred taxes on basis difference(1.2)(3.2)(0.3)0(0.1)(0.2)(0.1)(0.3)(0.5)
Plant basis differences(4.0)0(0.9)(15.9)(1.8)(2.2)(2.4)(0.5)(3.7)
Production tax credits and other credits(2.6)(7.0)(0.4)0(0.4)(0.3)(0.3)(0.2)(0.4)
Noncontrolling interests1.03.10000000
Excess deferred tax amortization(15.8)0(11.8)(3.5)(15.0)(45.3)(29.2)(53.6)(81.4)
Tax settlements(5.0)(15.7)0000000
Other0.1(0.5)2.1(0.5)(0.5)(0.6)(0.8)(1.1)0
Effective income tax rate8.5%7.7%31.8%(2.3)%8.7%(22.6)%(7.6)%(28.2)%(58.2)%
94
 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
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
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


81

Table of Contents
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 9 — Fair ValueIncome Taxes


Nine Months Ended September 30, 2019(a)
ExelonGenerationComEdPECOBGEPHIPepcoDPLACE
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 benefit5.14.28.206.44.82.06.76.9
Qualified NDT fund income5.311.90000000
Amortization of investment tax credit, including deferred taxes on basis difference(1.9)(4.0)(0.2)0(0.1)(0.2)(0.1)(0.2)(0.3)
Plant basis differences(1.6)0(0.7)(6.8)(1.1)(1.8)(2.3)(0.6)(2.0)
Production tax credits and other credits(1.0)(2.1)0000000
Noncontrolling interests(1.0)(2.3)0000000
Excess deferred tax amortization(6.0)0(9.2)(2.9)(7.9)(18.6)(17.3)(15.0)(23.4)
Other0.8(0.1)0.2(0.2)0.10.50.70.20
Effective income tax rate20.7%28.6%19.3%11.1%18.4%5.7%4.0%12.1%2.2%
__________
(a)Positive percentages represent income tax expense. Negative percentages represent income tax benefit.
(b)At PECO, the lower effective tax rate is primarily related to an increase in plant basis differences attributable to storm repairs.
(c)At BGE, PHI, Pepco, DPL, and ACE, the lower effective tax rate is primarily attributable to accelerated amortization 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
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 $347 million and $458 million at September 30, 2019 and December 31, 2018, respectively, and restricted cash of $112 million and $80 million at September 30, 2019 and December 31, 2018, respectively, and includes long-term restricted cash of $186 million and $185 million at September 30, 2019 and December 31, 2018, respectively, which is reported in Other deferred debits in the Consolidated Balance Sheets. Generation excludes cash of $183 million and $283 million at September 30, 2019 and December 31, 2018, respectively, and restricted cash of $66 million and $39 million at September 30, 2019 and December 31, 2018, respectively. 
(b)Includes $85 million and $50 million of cash received from outstanding repurchase agreements at September 30, 2019 and December 31, 2018, respectively, and is offset by an obligation to repay upon settlement of the agreement as discussed in (d) below.
(c)Includes a derivative liability of $2 million and a derivative asset of $44 million, which have total notional amounts of $864 million and $1,432 million at September 30, 2019 and December 31, 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 Exelon and Generation's exposure to credit or market loss.
(d)Excludes nettransmission related deferred income tax regulatory liabilities of $176 million and $130 million at September 30, 2019 and December 31, 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 $93 million, $324 million and $304 million allocated to Level 1, Level 2 and Level 3 mark-to-market derivatives, respectively, as of September 30, 2019. Collateral posted/(received) from counterparties, net of collateral paid to 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), $306 million and $(94) million represents variation margin on the exchanges as of September 30, 2019 and December 31, 2018, respectively.
As of September 30, 2019, Exelon and Generation have outstanding commitments to invest in fixed income, middle market lending, private equity and real estate investments of approximately $93 million, $241 million, $383 million, and $388 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 $75 million as of September 30, 2019. Changes were immaterial in fair value, cumulative adjustments and impairments for the three and nine months ended September 30, 2019.
Valuation Techniques Used to Determine Net Asset Value
Certain NDT Fund Investments are not classified within the fair value hierarchy and are included under the heading “Not subject to leveling” in the table above. These investments are measured at fair value using NAV per share as a practical expedientresult of regulatory settlements. See Note 2 — Regulatory Matters for additional information.
(d)At Generation, the lower effective tax rate is primarily attributable to tax settlements.
(e)At ComEd, the higher effective tax rate is primarily related to the nondeductible Deferred Prosecution Agreement payments. See Note 14 — Commitments and include commingled funds, mutual funds which are not publicly quoted, managed middle market funds, private equity and real estate funds.

Contingencies for additional information.
82
95




Table of Contents
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 9 — Fair ValueIncome Taxes
Accounting for Uncertainty in Income Taxes
Exelon, Generation, PHI, and ACE have the following unrecognized tax benefits as of Financial AssetsSeptember 30, 2020 and Liabilities

For commingled fundsDecember 31, 2019. ComEd, PECO, BGE, Pepco, and mutual funds, whichDPL's amounts are not publicly quoted,material.
ExelonGenerationPHIACE
September 30, 2020$125 $49 $53 $16 
December 31, 2019507 441 48 14 
Exelon's and Generation's unrecognized federal and state tax benefits decreased in the fair valuefirst quarter of 2020 by approximately $411 million due to the settlement of a federal refund claim with IRS Appeals. The recognition of these tax benefits resulted in an increase to Exelon's and Generation’s net income of $76 million and $73 million, respectively, in the first quarter of 2020, reflecting a decrease to Exelon's and Generation's income tax expense of $67 million.
Reasonably possible the total amount of unrecognized tax benefits could significantly increase or decrease within 12 months after the reporting date
The following table represents Exelon's, PHI'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 September 30, 2020. Generation's, ComEd's, PECO's, BGE's, Pepco's, and DPL's amounts are not material.
ExelonPHI
ACE(a)
$14 $14 $14 
__________
(a)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.
Other Income Tax Matters
State Income Tax Law Changes
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 primarily derived from the quoted pricescontingent upon ratification of state constitutional amendments in active markets on the underlying securities and can typically be redeemed monthly with 30 or less days of notice and without further restrictions. For managed middle market funds, the fair value is determined using a combination of valuation models including cost models, market models, and income models and typically cannot be redeemed until maturityNovember 2020. The effect of the term loan. Private equityrate change will be recognized in the period in which the new legislation is enacted. Exelon, Generation, and real estate investments include those in limited partnerships that invest in operating companies and real estate holding companies that areComEd do not publicly traded onexpect a stock exchange, suchmaterial impact to their financial statements as leveraged buyouts, growth capital, venture capital, distressed investments, investments in natural resources, and direct investments in pools of real estate properties. These investments typically cannot be redeemed and are generally liquidated over a period of 8 to 10 years from the initial investment date, which is based on Exelon’s understandingresult of the investment funds. Private equityrate change.
Long-Term Marginal State Income Tax Rate (All Registrants)
In the third quarter of 2020 and real estate valuations2019, Exelon updated its marginal state income tax rates for changes in state apportionment. The changes in marginal rates in the third quarter of 2020 resulted in an increase of $66 million and a decrease of $26 million to the deferred income tax liability at Exelon and Generation, respectively, as of September 30, 2020. The changes in marginal rates in the third quarter of 2019 resulted in an increase of $23 million and $9 million to the deferred income tax liability at Exelon and Generation, respectively, as of September 30, 2019. Exelon and Generation recorded a corresponding adjustment to income tax expense, net of federal taxes, in each of those respective periods.
Allocation of Tax Benefits (All Registrants)
Generation and the Utility Registrants are reported byall party to an agreement with Exelon and other subsidiaries of Exelon that provides for the fund managerallocation of consolidated tax liabilities and are based onbenefits (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 valuationparty 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 underlying investments, which include inputs such as cost, operating results, discounted future cash flows, market based comparable data, and independent appraisalsparty receiving the benefit.
The following table presents the allocation of federal tax benefits from sources with professional qualifications. These valuation inputs are unobservable.
ComEd, PECO and BGEExelon under the Tax Sharing Agreement.
96
 ComEd PECO BGE
As of September 30, 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)
$264
 $
 $
 $264
 $207
 $
 $
 $207
 $122
 $
 $
 $122
Rabbi trust investments      
       
       
Mutual funds
 
 
 
 8
 
 
 8
 7
 
 
 7
Life insurance contracts
 
 
 
 
 11
 
 11
 
 
 
 
Rabbi trust investments subtotal







8

11



19

7





7
Total assets264





264

215

11



226

129





129
Liabilities      
       
       
Deferred compensation obligation
 (7) 
 (7) 
 (8) 
 (8) 
 (5) 
 (5)
Mark-to-market derivative liabilities(b)

 
 (280) (280) 
 
 
 
 
 
 
 
Total liabilities
 (7) (280) (287) 
 (8) 
 (8) 
 (5) 
 (5)
Total net assets (liabilities)$264
 $(7) $(280) $(23) $215
 $3
 $
 $218
 $129
 $(5) $
 $124


 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


83

Table of Contents
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 9 — Fair ValueIncome Taxes
GenerationComEdPECOBGEPHIPepcoDPLACE
September 30, 2020$64 $14 $17 $$17 $$$
December 31, 201941 14 

10. Retirement Benefits (All Registrants)
Defined Benefit Pension and OPEB
During the first quarter of Financial Assets2020, Exelon received an updated valuation of its pension and Liabilities
OPEB to reflect actual census data as of January 1, 2020. This valuation resulted in an increase to the pension and OPEB obligations of $8 million and $31 million, respectively. Additionally, accumulated other comprehensive loss increased by $7 million (after-tax) and regulatory assets and liabilities increased by $19 million and decreased by $10 million, respectively.

The majority of the 2020 pension benefit cost for Exelon-sponsored plans is calculated using an expected long-term rate of return on plan assets of 7.00% and a discount rate of 3.34%. The majority of the 2020 OPEB cost is calculated using an expected long-term rate of return on plan assets of 6.69% for funded plans and a discount rate of 3.31%.
_________
(a)ComEd excludes cash of $76 million and $93 million at September 30, 2019 and December 31, 2018, respectively, and restricted cash of $31 million and $28 million at September 30, 2019 and December 31, 2018, respectively, and includes long-term restricted cash of $171 million and $166 million at September 30, 2019 and December 31, 2018, respectively, which is reported in Other deferred debits in the Consolidated Balance Sheets.  PECO excludes cash of $23 million and $24 million at September 30, 2019 and December 31, 2018, respectively.  BGE excludes cash of $8 million and $7 million at September 30, 2019 and December 31, 2018, respectively, and restricted cash of $1 million and $2 million at September 30, 2019 and December 31, 2018, respectively.
(b)The Level 3 balance consists of the current and noncurrent liability of $27 million and $253 million, respectively, at September 30, 2019, and $26 million and $223 million, respectively, at December 31, 2018, related to floating-to-fixed energy swap contracts with unaffiliated suppliers.
PHI, Pepco, DPLA portion of the net periodic benefit cost for all plans is capitalized within the Consolidated Balance Sheets. The following table presents the components of Exelon's net periodic benefit costs, prior to capitalization, for the three and ACEnine months ended September 30, 2020 and 2019.
Pension BenefitsOPEB
Three Months Ended September 30,Three Months Ended September 30,
 2020201920202019
Components of net periodic benefit cost:
Service cost$97 $89 $22 $23 
Interest cost190 221 37 47 
Expected return on assets(317)(306)(41)(38)
Amortization of:
Prior service cost (benefit)(30)(45)
Actuarial loss128 104 12 11 
Settlement charges
Contractual termination benefits
Net periodic benefit cost$107 $116 $$(2)
Pension BenefitsOPEB
Nine Months Ended September 30,Nine Months Ended September 30,
2020201920202019
Components of net periodic benefit cost:
Service cost$290 $267 $67 $70 
Interest cost569 663 114 141 
Expected return on assets(953)(918)(122)(115)
Amortization of:
Prior service cost (benefit)(92)(134)
Actuarial loss384 310 36 34 
Settlement charges14 
Contractual termination benefits
Net periodic benefit cost$307 $330 $$(4)
97
 As of September 30, 2019 As of December 31, 2018
PHILevel 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets               
Cash equivalents(a)
$107
 $
 $
 $107
 $147
 $
 $
 $147
Rabbi trust investments      
       
Cash equivalents43
 
 
 43
 42
 
 
 42
Mutual funds13
 
 
 13
 13
 
 
 13
Fixed income
 13
 
 13
 
 15
 
 15
Life insurance contracts
 24
 40
 64
 
 22
 38
 60
Rabbi trust investments subtotal56

37

40

133

55

37

38

130
Total assets163

37

40

240
 202

37

38

277
Liabilities      
       
Deferred compensation obligation
 (19) 
 (19) 
 (21) 
 (21)
Total liabilities

(19)


(19)


(21)


(21)
Total net assets$163

$18

$40

$221
 $202

$16

$38

$256


 Pepco DPL ACE
As of September 30, 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
 $
 $
 $
 $
 $18
 $
 $
 $18
Rabbi trust investments                       
Cash equivalents43
 
 
 43
 
 
 
 
 
 
 
 
Fixed income
 3
 
 3
 
 
 
 
 
 
 
 
Life insurance contracts
 24
 40
 64
 
 
 
 
 
 
 
 
Rabbi trust investments subtotal43

27

40

110
















Total assets77

27

40

144









18





18
Liabilities
 
 
 

 
 
 
 
 
 
 
 
Deferred compensation obligation
 (2) 
 (2) 
 
 
 
 
 
 
 
Total liabilities

(2)


(2)















Total net assets$77
 $25
 $40
 $142
 $
 $
 $
 $
 $18
 $
 $
 $18


84

Table of Contents
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 910Fair ValueRetirement Benefits
The amounts below represent the Registrants' allocated pension and OPEB plan costs. 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 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 in their consolidated financial statements.
 Three Months Ended September 30,Nine Months Ended September 30,
Pension and OPEB Costs2020201920202019
Exelon$107 $114 $310 $326 
Generation30 37 89 100 
ComEd29 23 85 70 
PECO
BGE16 16 47 47 
PHI17 23 52 71 
Pepco11 19 
DPL11 
ACE10 12 
Defined Contribution Savings Plans
The Registrants participate in various 401(k) defined contribution savings plans that are sponsored by Exelon. The plans are qualified under applicable sections of Financial Assetsthe IRC and Liabilities


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 (liabilities)$79
 $24
 $37

$140
 $16
 $(1) $
 $15
 $23
 $
 $
 $23
_________
(a)PHI excludes cash of $45 million and $39 million at September 30, 2019 and December 31, 2018, respectively, and includes long-term restricted cash of $15 million and $19 million at September 30, 2019 and December 31, 2018, respectively, which is reported in Other deferred debits in the Consolidated Balance Sheets.  Pepco excludes cash of $18 million and $15 million at September 30, 2019 and December 31, 2018, respectively. DPL excludes cash of $11 million and $8 million at September 30, 2019 and December 31, 2018, respectively. ACE excludes cash of $13 million and $7 million at September 30, 2019 and December 31, 2018, respectively, and includes long-term restricted cash of $15 million and $19 million at September 30, 2019 and December 31, 2018, respectively, which is reported in Other deferred debits in the Consolidated Balance Sheets.
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 tables presenttable presents the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basismatching contributions to the savings plans during the three and nine months ended September 30, 2020 and 2019, and 2018:respectively.
Three Months Ended September 30,Nine Months Ended September 30,
Savings Plan Matching Contributions2020201920202019
Exelon$37 $36 $104 $101 
Generation14 14 41 41 
ComEd25 26 
PECO
BGE
PHI
Pepco
DPL
ACE
 Exelon Generation ComEd PHI and Pepco  
Three Months Ended September 30, 2019Total 
NDT Fund
Investments
 
Mark-to-Market
Derivatives
 Total Generation 
Mark-to-Market
Derivatives
 Life Insurance Contracts Eliminated in Consolidation
Balance as of June 30, 2019$1,179
 $539
 $873
 $1,412
 $(273) $40
 $
Total realized / unrealized gains (losses)
     
      
Included in net income(171) 2
 (173)
(a) 
(171) 
 
 
Included in noncurrent payables to affiliates
 11
 
 11
 
 
 (11)
Included in regulatory assets/liabilities4
 
 
 
 (7)
(b) 

 11
Change in collateral41
 
 41
 41
 
 
 
Purchases, sales, issuances and settlements

     
      
Purchases53
 1
 52
 53
 
 
 
Sales(22) (21) (1) (22) 
 
 
Settlements(18) (18) 
 (18) 
 
 
Transfers into Level 31
 
 1
(c) 
1
 
 
 
Transfers out of Level 3(11) 
 (11)
(c) 
(11) 
 
 
Balance at September 30, 2019$1,056
 $514
 $782
 $1,296
 $(280) $40
 $
The amount of total (losses) gains included in income attributed to the change in unrealized gains (losses) related to assets and liabilities as of September 30, 2019$(18) $2
 $(20) $(18) $
 $
 $

85

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 9 — Fair Value of Financial Assets and Liabilities

 Exelon Generation ComEd PHI and Pepco  
Nine Months Ended September 30, 2019Total 
NDT Fund
Investments
 
Mark-to-Market
Derivatives
 Total Generation 
Mark-to-Market
Derivatives
 Life Insurance Contracts Eliminated in Consolidation
Balance as of December 31, 2018$907
 $543
 $575
 $1,118
 $(249) $38
 $
Total realized / unrealized gains (losses)

     

      
Included in net income(125) 5
 (132)
(a) 
(127) 
 2
 
Included in noncurrent payables to affiliates
 32
 
 32
 
 
 (32)
Included in regulatory assets1
 
 
 
 (31)
(b) 

 32
Change in collateral227
 
 227
 227
 
 
 
Purchases, sales, issuances and settlements

     

      
Purchases163
 43
 120
 163
 
 
 
Sales(23) (21) (2) (23) 
 
 
Settlements(88) (88) 
 (88) 
 
 
Transfers into Level 35
 
 5
(c) 
5
 
 
 
Transfers out of Level 3(11) 
 (11)
(c) 
(11) 
 
 
Balance as of September 30, 2019$1,056
 $514
 $782
 $1,296
 $(280) $40
 $
The amount of total gains (losses) included in income attributed to the change in unrealized gains (losses) related to assets and liabilities as of September 30, 2019$173
 $5
 $166
 $171
 $
 $2
 $

__________
(a)
Includes a reduction for the reclassification of $153 million and $298 million of realized gains due to the settlement of derivative contracts for the three and nine months ended September 30, 2019, respectively.
(b)Includes $7 million of decreases in fair value and an increase for realized losses due to settlements of $4 million recorded in purchased power expense associated with floating-to-fixed energy swap contracts with unaffiliated suppliers for the three months ended September 30, 2019. Includes $31 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 nine months ended September 30, 2019.
(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.

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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 9 — Fair Value of Financial Assets and Liabilities

 Exelon Generation ComEd PHI and Pepco  
Three Months Ended September 30, 2018Total 
NDT Fund
Investments
 
Mark-to-Market
Derivatives
 Total Generation 
Mark-to-Market
Derivatives
 Life Insurance Contracts��Eliminated in Consolidation
Balance as of June 30, 2018$1,106
 $585
 $737
 $1,322
 $(252) $36
 $
Total realized / unrealized gains (losses)      

      
Included in net income(259) (1) (259)
(a) 
(260) 
 1
 
Included in noncurrent payables to affiliates
 (4) 
 (4) 
 
 4
Included in regulatory assets(11) 
 
 
 (7)
(b) 

 (4)
Change in collateral(44) 
 (44) (44) 
 
 
Purchases, sales, issuances and settlements
     

      
Purchases96
 15
 81
 96
 
 
 
Settlements(29) (29) 
 (29) 
 
 
Transfers into Level 33
 
 3
(c) 
3
 
 
 
Transfers out of Level 3(6) 
 (6)
(c) 
(6) 
 
 
Balance as of September 30, 2018$856
 $566

$512

$1,078

$(259)
$37
 $
The amount of total gains (losses) included in income attributed to the change in unrealized gains (losses) related to assets and liabilities as of September 30, 2018$(105) $(1) $(104) $(105) $
 $
 $

 Exelon Generation ComEd PHI and Pepco  
Nine Months Ended September 30, 2018Total 
NDT Fund
Investments
 
Mark-to-Market
Derivatives
 Total Generation 
Mark-to-Market
Derivatives
 Life Insurance Contracts Eliminated in Consolidation
Balance as of December 31, 2017$966
 $648
 $552
 $1,200
 $(256) $22
 $
Total realized / unrealized gains (losses)
     

      
Included in net income(186) (1) (188)
(a) 
(189) 
 3
 
Included in regulatory assets(3) 
 
 
 (3)
(b) 

 
Change in collateral14
 
 14
 14
 
 
 
Purchases, sales, issuances and settlements
     

      
Purchases215
 34
 181
 215
 
 
 
Sales(3) 
 (3) (3) 
 
 
Settlements(103) (115) 
 (115) 
 12
 
Transfers into Level 3(21) 
 (21)
(c) 
(21) 
 
 
Transfers out of Level 3(23) 
 (23)
(c) 
(23) 
 
 
Balance as of September 30, 2018$856
 $566
 $512
 $1,078

$(259) $37
 $
The amount of total gains (losses) included in income attributed to the change in unrealized gains (losses) related to assets and liabilities as of September 30, 2018$154
 $(5) $159
 $154
 $
 $
 $

__________
(a)Includes a reduction for the reclassification of $155 million and $347 million of realized losses due to the settlement of derivative contracts for the three and nine months ended September 30, 2018, respectively.
(b)
Includes $4 million of increases in fair value and an increase for realized losses due to settlements of $3 million recorded in purchased power expense associated with floating-to-fixed energy swap contracts with unaffiliated suppliers for the three months ended September 30, 2018. Includes $9 million of decreases in fair value and an increase for realized losses due to settlements of $12 million recorded in purchased power expense associated with floating-to-fixed energy swap contracts with unaffiliated suppliers for the nine months ended September 30, 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.

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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 9 — Fair Value of Financial Assets and Liabilities

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 three and nine months ended September 30, 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 realized (losses) gains for the three months ended September 30, 2019$(25) $(148) $
 $2
 $(25) $(148) $2
 $
Total realized gains (losses) for the nine months ended September 30, 2019122
 (254) 
 5
 122
 (254) 5
 
Total unrealized gains (losses) for the three months ended September 30, 201999
 (119) 
 2
 99
 (119) 2
 
Total unrealized gains (losses) for the nine months ended September 30, 2019368
 (202) 2
 5
 368
 (202) 5
 2
 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 realized (losses) gains for the three months ended September 30, 2018$(176) $(83) $1
 $(1) $(176) $(83) $(1) $1
Total realized (losses) gains for the nine months ended September 30, 2018(32) (156) 3
 (1) (32) (156) (1) 3
Total unrealized (losses) for the three months ended September 30, 2018(64) (40) 
 (1) (64) (40) (1) 
Total unrealized gains (losses) for the nine months ended September 30, 2018174
 (15)


(5) 174
 (15) (5) 


88

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 9 — Fair Value of Financial Assets and Liabilities

The table below discloses the significant inputs to the forward curve used to value these positions.
Type of trade Fair Value at September 30, 2019 Fair Value at December 31, 2018 
Valuation
Technique
 
Unobservable
Input
 2019 Range 2018 Range
Mark-to-market derivatives — Economic Hedges (Exelon and Generation)(a)(b)
 $411
 $443
 Discounted
Cash Flow
 Forward power
price
 $11-$167 $12-$174
  

   
 Forward gas
price
 $1.36-$10.82 $0.78-$12.38
  

   Option
Model
 Volatility
percentage
 9%-200% 10%-277%
                 
Mark-to-market derivatives — Proprietary trading (Exelon and Generation)(a)(b)
 $67
 $56
 Discounted
Cash Flow
 Forward power
price
 $17-$167 $14-$174
                 
Mark-to-market derivatives (Exelon and ComEd) $(280) $(249) Discounted
Cash Flow
 
Forward heat
rate
(c)
 9x-10x 10x-11x
        Marketability
reserve
 4%-7% 4%-8%
        Renewable
factor
 87%-119% 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 $304 million and $76 million as of September 30, 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 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.
10.11. 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 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.

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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 1011 — Derivative Financial Instruments

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

Note 10 — 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
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(Dollars in millions, except per share data, unless otherwise noted)

Note 11 — Derivative Financial Instruments
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%15% 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 priceand Index priced 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 4 - 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 September 30, 2019 and December 31, 2018 and is not presented in the fair value tables below.

(a)See Note 3 - Regulatory Matters of the 2019 Form 10-K 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 September 30, 2020 and December 31, 2019 and is not presented in the fair value tables below.
The following table provides a summary of the derivative fair value balances recorded by Exelon, Generation, and ComEd as of September 30, 2020 and December 31, 2019:
September 30, 2020ExelonGenerationComEd
DerivativesTotal
Derivatives
Economic
Hedges
Proprietary
Trading
Collateral(a)(b)
Netting(a)
SubtotalEconomic
Hedges
Mark-to-market derivative assets
(current assets)
$471 $2,566 $58 $79 $(2,232)$471 $
Mark-to-market derivative assets
(noncurrent assets)
383 1,500 16 39 (1,172)383 
Total mark-to-market derivative assets854 4,066 74 118 (3,404)854 
Mark-to-market derivative liabilities
(current liabilities)
(168)(2,414)(40)84 2,232 (138)(30)
Mark-to-market derivative liabilities
(noncurrent liabilities)
(378)(1,313)(12)49 1,172 (104)(274)
Total mark-to-market derivative liabilities(546)(3,727)(52)133 3,404 (242)(304)
Total mark-to-market derivative net assets (liabilities)$308 $339 $22 $251 $$612 $(304)
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(Dollars in millions, except per share data, unless otherwise noted)

Note 1011 — Derivative Financial Instruments

December 31, 2019ExelonGenerationComEd
DescriptionTotal
Derivatives
Economic
Hedges
Proprietary
Trading
Collateral(a)(b)
Netting(a)
SubtotalEconomic
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)
The following table provides a summary of_________
(a)Exelon and Generation net all available amounts allowed under the derivative fair value balances recorded byauthoritative 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 ComEdpayables, transactions that do not qualify as derivatives, letters of credit and other forms of non-cash collateral. These amounts are not material and not reflected in the table above.
(b)Of the collateral posted/(received), $34 million and $511 million represents variation margin on the exchanges at September 30, 20192020 and December 31, 2018:
September 30, 2019 Exelon Generation ComEd
Derivatives Total
Derivatives
 
Economic
Hedges
 
Proprietary
Trading
 
Collateral

 (a)(b)
 
Netting (a)
 Subtotal 
Economic
Hedges
Mark-to-market derivative assets
(current assets)
 $602
 $2,452
 $143
 $212
 $(2,205) $602
 $
Mark-to-market derivative assets
(noncurrent assets)
 483
 1,386
 67
 104
 (1,074) 483
 
Total mark-to-market derivative assets 1,085
 3,838
 210
 316
 (3,279) 1,085
 
Mark-to-market derivative liabilities
(current liabilities)
 (224) (2,550) (101) 249
 2,205
 (197) (27)
Mark-to-market derivative liabilities
(noncurrent liabilities)
 (394) (1,324) (47) 156
 1,074
 (141) (253)
Total mark-to-market derivative liabilities (618) (3,874) (148) 405
 3,279
 (338) (280)
Total mark-to-market derivative net assets (liabilities) $467
 $(36) $62
 $721
 $
 $747
 $(280)
December 31, 2018 Exelon Generation ComEd
Description Total
Derivatives
 Economic
Hedges
 Proprietary
Trading
 Collateral

(a)(b)
 Netting (a) Subtotal Economic
Hedges
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 assets 1,246
 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), $306 million and $(94) million represents variation margin on the exchanges at September 30, 2019 and December 31, 2018 respectively.

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COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 10 — Derivative Financial Instruments

Economic Hedges (Commodity Price Risk)
Generation. For the three and nine months ended September 30, 20192020 and 2018,2019, 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.
  Three Months Ended
September 30,
 Nine Months Ended
September 30,
  2019 2018 2019 2018
Income Statement Location Gain (Loss) Gain (Loss)
Operating revenues $76
 $8
 $65
 $(99)
Purchased power and fuel (45) 66
 (127) (4)
Total Exelon and Generation $31
 $74
 $(62) $(103)

Three Months Ended
September 30,
Nine Months Ended
September 30,
2020201920202019
Income Statement LocationGain (Loss)Gain (Loss)
Operating revenues$39 $76 $238 $65 
Purchased power and fuel209 (45)224 (127)
Total Exelon and Generation$248 $31 $462 $(62)
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 September 30, 2019,2020, the percentage of expected generation hedged for the Mid-Atlantic, Midwest, New York, and ERCOT reportable segments is 96%-99%, 84%-87%97%-100% and 54%-57%87%-90% for 2019, 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 three and nine months ended September 30, 20192020 and 2018,2019, net pre-tax commodity mark-to-market gains (losses)and losses for Exelon and Generation were not material. The Utility Registrants do not execute derivatives for proprietary trading purposes.
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(Dollars in millions, except per share data, unless otherwise noted)

Note 11 — Derivative Financial Instruments
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 $1,371$1,217 million and $1,420$1,269 million at September 30, 20192020 and December 31, 2018,2019, respectively, for Exelon and $571$517 million and $620$569 million at September 30, 20192020 and December 31, 2018,2019, 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 $257$171 million and $268$231 million at September 30, 20192020 and December 31, 2018,2019, respectively.
The mark-to-market derivative assets and liabilities as of September 30, 20192020 and December 31, 20182019 and the mark-to-market gains and losses for the three and nine months ended September 30, 20192020 and 20182019 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

93

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 10 — Derivative Financial Instruments

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

Note 11 — Derivative Financial Instruments
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 September 30, 2019.2020. 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 $68 million, $30 million, $32 million, $39 million, $15 million and $8 million as of September 30, 2019, respectively. 
Rating as of September 30, 2019Total 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$693
 $10
 $683
 
 $
Non-investment grade74
 38
 36
 


 


No external ratings         
Internally rated — investment grade297
 1
 296
 


 


Internally rated — non-investment grade175
 24
 151
 


 


Total$1,239
 $73
 $1,166
 
 $
Rating as of September 30, 2020Total Exposure Before Credit Collateral
Credit Collateral(a)
Net ExposureNumber of Counterparties Greater than 10% of Net ExposureNet Exposure of Counterparties Greater than 10% of Net Exposure
Investment grade$638 $27 $611 $
Non-investment grade
No external ratings
Internally rated — investment grade168 167 
Internally rated — non-investment grade110 29 81 
Total$920 $57 $863 $
Net Credit Exposure by Type of Counterparty As of
September 30, 2019
Financial institutions $1
Investor-owned utilities, marketers, power producers 875
Energy cooperatives and municipalities 255
Other 35
Total $1,166
_________ 
(a)Net Credit Exposure by Type of CounterpartyAs of September 30, 2019, credit collateral held from counterparties where Generation had credit exposure included $18 million of cash2020
Financial institutions$26 
Investor-owned utilities, marketers, power producers650 
Energy cooperatives and $55 million of letters of credit. The credit collateral does not include non-liquid collateral.municipalities142 
Other45 
Total$863 
_________ 
(a)As of September 30, 2020, credit collateral held from counterparties where Generation had credit exposure included $31 million of cash and $26 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 September 30, 2019,2020, the Utility Registrants’ counterparty credit risk with suppliers was immaterial.not material.
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

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Note 10 — Derivative Financial Instruments

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

Note 11 — Derivative Financial Instruments
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:
Credit-Risk Related Contingent Features September 30, 2019 December 31, 2018Credit-Risk Related Contingent FeaturesSeptember 30, 2020December 31, 2019
Gross fair value of derivative contracts containing this feature(a)
 $(1,249) $(1,723)
Gross fair value of derivative contracts containing this feature(a)
$(750)$(956)
Offsetting fair value of in-the-money contracts under master netting arrangements(b)
 947
 1,105
Offsetting fair value of in-the-money contracts under master netting arrangements(b)
535 649 
Net fair value of derivative contracts containing this feature(c)
 $(302) $(618)
Net fair value of derivative contracts containing this feature(c)
$(215)$(307)
_________
(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.
(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 September 30, 20192020 and December 31, 2018,2019, 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.
  September 30, 2019 December 31, 2018
Cash collateral posted $787
 $418
Letters of credit posted 273
 367
Cash collateral held 96
 47
Letters of credit held 58
 44
Additional collateral required in the event of a credit downgrade below investment grade 1,481
 2,104

September 30, 2020December 31, 2019
Cash collateral posted$288 $982 
Letters of credit posted212 264 
Cash collateral held68 103 
Letters of credit held74 112 
Additional collateral required in the event of a credit downgrade below investment grade1,287 1,509 
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 RegistrantsRate Reconciliation
The Utility Registrants’ electric supply procurement contracts do not contain provisions that would require themeffective income tax rate from continuing operations varies from the U.S. federal statutory rate principally due to post collateral.the following:
Three Months Ended September 30, 2020(a)
ExelonGenerationComEd
PECO(b)
BGE
PHI(c)
PepcoDPL
ACE(c)
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 benefit12.3(10.3)8.1(6.2)5.15.54.66.66.9
Qualified NDT fund income13.247.40000000
Amortization of investment tax credit, including deferred taxes on basis difference(1.4)(4.5)(0.2)0(0.1)(0.2)(0.1)(0.2)(0.3)
Plant basis differences(4.3)0(0.6)(23.3)(1.2)(1.5)(2.1)(0.4)(1.3)
Production tax credits and other credits(3.0)(9.2)(0.4)0(0.8)(0.5)(0.5)(0.5)(0.4)
Noncontrolling interests0.82.90000000
Excess deferred tax amortization(10.1)0(5.6)(3.8)(10.6)(24.9)(20.0)(23.6)(36.8)
Tax settlements(0.2)(0.7)0000000
Other(0.8)(0.9)1.1(0.8)(0.3)0.1(0.4)0.70.6
Effective income tax rate27.5%45.7%23.4%(13.1)%13.1%(0.5)%2.5%3.6%(10.3)%

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Note 109Derivative Financial InstrumentsIncome Taxes

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 September 30, 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 ratings as of September 30, 2019, they could have been required to post incremental collateral to its counterparties of $28 million, $26 million and $11 million, respectively.
11. Debt and Credit Agreements (All Registrants)
Short-Term Borrowings
Three Months Ended September 30, 2019(a)
ExelonGenerationComEdPECOBGEPHIPepcoDPLACE
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 benefit6.45.28.1(0.3)6.34.81.96.66.9
Qualified NDT fund income3.27.10000000
Amortization of investment tax credit, including deferred taxes on basis difference(4.1)(8.9)(0.2)0(0.1)(0.2)(0.1)(0.2)(0.3)
Plant basis differences(1.7)0(1.0)(7.5)(1.1)(1.8)(2.6)(0.6)(1.9)
Production tax credits and other credits(1.2)(2.7)0000000
Noncontrolling interests(2.2)(4.8)0000000
Excess deferred tax amortization(6.5)0(9.9)(3.6)(8.0)(17.7)(16.3)(13.5)(23.3)
Other0.70.50.4(0.5)(0.2)0.81.0(0.1)0.7
Effective income tax rate15.6%17.4%18.4%9.1%17.9%6.9%4.9%13.2%3.1%
Exelon Corporate, ComEd, BGE, Pepco, DPL and ACE 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. 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 as of September 30, 2019 and December 31, 2018. Generation and PECO had no commercial paper borrowings as of both September 30, 2019 and December 31, 2018.
Nine Months Ended September 30, 2020(a)
Exelon
Generation(d)
ComEd(e)
PECO(b)
BGE(c)
PHI(c)
Pepco(c)
DPL(c)
ACE(c)
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 benefit9.3012.7(3.4)5.55.04.26.56.8
Qualified NDT fund income3.210.00000000
Deferred Prosecution Agreement payments2.509.4000000
Amortization of investment tax credit, including deferred taxes on basis difference(1.2)(3.2)(0.3)0(0.1)(0.2)(0.1)(0.3)(0.5)
Plant basis differences(4.0)0(0.9)(15.9)(1.8)(2.2)(2.4)(0.5)(3.7)
Production tax credits and other credits(2.6)(7.0)(0.4)0(0.4)(0.3)(0.3)(0.2)(0.4)
Noncontrolling interests1.03.10000000
Excess deferred tax amortization(15.8)0(11.8)(3.5)(15.0)(45.3)(29.2)(53.6)(81.4)
Tax settlements(5.0)(15.7)0000000
Other0.1(0.5)2.1(0.5)(0.5)(0.6)(0.8)(1.1)0
Effective income tax rate8.5%7.7%31.8%(2.3)%8.7%(22.6)%(7.6)%(28.2)%(58.2)%
 Outstanding Commercial
Paper as of
 Average Interest Rate on
Commercial Paper Borrowings as of
Commercial Paper IssuerSeptember 30, 2019 December 31, 2018 September 30, 2019 December 31, 2018
Exelon$519
 $89
 2.50% 2.15%
ComEd387
 
 2.51% 2.14%
BGE
 35
 2.49% 2.18%
PHI132
 54
 2.52% 2.15%
PEPCO12
 40
 2.61% 2.24%
DPL57
 
 2.42% 2.07%
ACE63
 14
 2.57% 2.21%
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See Note 13— Debt and Credit Agreements of the Exelon 2018 Form 10-K for additional information on the Registrants’ credit facilities.
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.
Credit Agreements
On February 21, 2019, Generation entered into a credit agreement establishing a $100 million bilateral credit facility. The facility will mature in March 2021. This facility will solely be used by Generation to issue letters of credit.

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Note 11 — Debt and Credit Agreements

Long-Term Debt
Issuance of Long-Term Debt
During the nine months ended September 30, 2019, the following long-term debt was issued:
Company Type Interest Rate Maturity Amount Use of Proceeds
Generation Energy Efficiency Project Financing 3.95% August 31, 2020 $4
 Funding to install energy conservation measures for the Fort Meade project.
Generation Energy Efficiency Project Financing 3.46% May 1, 2020 $39
 Funding to install energy conservation measures for the Marine Corps. Logistics Project.
ComEd 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.
PECO First and Refunding Mortgage Bonds 3.00% September 15, 2049 $325
 Repay short-term borrowings and for general corporate purposes
BGE Senior Notes 3.20% September 15, 2049 $400
 Repay commercial paper obligations and for general corporate purposes
Pepco First Mortgage Bonds 3.45% June 13, 2029 $150
 Repay existing indebtedness and for general corporate purposes
Pepco Unsecured Tax-Exempt Bonds 1.70% September 1, 2022 $110
 Refinance existing indebtedness
ACE 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

Debt CovenantsNote 9 — Income Taxes
As of September 30, 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. 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.
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. As of September 30, 2019, approximately $495 million was outstanding. 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
Nine Months Ended September 30, 2019(a)
ExelonGenerationComEdPECOBGEPHIPepcoDPLACE
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 benefit5.14.28.206.44.82.06.76.9
Qualified NDT fund income5.311.90000000
Amortization of investment tax credit, including deferred taxes on basis difference(1.9)(4.0)(0.2)0(0.1)(0.2)(0.1)(0.2)(0.3)
Plant basis differences(1.6)0(0.7)(6.8)(1.1)(1.8)(2.3)(0.6)(2.0)
Production tax credits and other credits(1.0)(2.1)0000000
Noncontrolling interests(1.0)(2.3)0000000
Excess deferred tax amortization(6.0)0(9.2)(2.9)(7.9)(18.6)(17.3)(15.0)(23.4)
Other0.8(0.1)0.2(0.2)0.10.50.70.20
Effective income tax rate20.7%28.6%19.3%11.1%18.4%5.7%4.0%12.1%2.2%
__________
(a)Positive percentages represent income tax expense. Negative percentages represent income tax benefit.
(b)At PECO, the lower effective tax rate is primarily related to an increase in plant basis differences attributable to storm repairs.
(c)At BGE, PHI, Pepco, DPL, and ACE, the lower effective tax rate is primarily attributable to accelerated amortization 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. Astransmission related deferred income tax regulatory liabilities 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 September 30, 2019. Further, distributions from Antelope Valley to EGR IV are currently suspended.regulatory settlements. See Note 2 — Regulatory Matters for additional information.
ExGen Renewables IV.  (d)In November 2017, EGR IV, an indirect subsidiary of Exelon andAt 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 contributedthe lower effective tax rate is primarily attributable to and are pledged as collateral for thistax settlements.

(e)At ComEd, the higher effective tax rate is primarily related to the nondeductible Deferred Prosecution Agreement payments. See Note 14 — Commitments and Contingencies for additional information.
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(Dollars in millions, except per share data, unless otherwise noted)

Note 9 — Income Taxes
Accounting for Uncertainty in Income Taxes
Exelon, Generation, PHI, and ACE have the following unrecognized tax benefits as of September 30, 2020 and December 31, 2019. ComEd, PECO, BGE, Pepco, and DPL's amounts are not material.
ExelonGenerationPHIACE
September 30, 2020$125 $49 $53 $16 
December 31, 2019507 441 48 14 
Exelon's and Generation's unrecognized federal and state tax benefits decreased in the first quarter of 2020 by approximately $411 million due to the settlement of a federal refund claim with IRS Appeals. The recognition of these tax benefits resulted in an increase to Exelon's and Generation’s net income of $76 million and $73 million, respectively, in the first quarter of 2020, reflecting a decrease to Exelon's and Generation's income tax expense of $67 million.
Reasonably possible the total amount of unrecognized tax benefits could significantly increase or decrease within 12 months after the reporting date
The following table represents Exelon's, PHI'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 September 30, 2020. Generation's, ComEd's, PECO's, BGE's, Pepco's, and DPL's amounts are not material.
ExelonPHI
ACE(a)
$14 $14 $14 
__________
(a)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.
Other Income Tax Matters
State Income Tax Law Changes
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.
Long-Term Marginal State Income Tax Rate (All Registrants)
In the third quarter of 2020 and 2019, Exelon updated its marginal state income tax rates for changes in state apportionment. The changes in marginal rates in the third quarter of 2020 resulted in an increase of $66 million and a decrease of $26 million to the deferred income tax liability at Exelon and Generation, respectively, as of September 30, 2020. The changes in marginal rates in the third quarter of 2019 resulted in an increase of $23 million and $9 million to the deferred income tax liability at Exelon and Generation, respectively, as of September 30, 2019. Exelon and Generation recorded a corresponding adjustment to income tax expense, net of federal taxes, in each of those respective periods.
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.
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Note 9 — Income Taxes
GenerationComEdPECOBGEPHIPepcoDPLACE
September 30, 2020$64 $14 $17 $$17 $$$
December 31, 201941 14 

10. Retirement Benefits (All Registrants)
Defined Benefit Pension and OPEB
During the first quarter of 2020, Exelon received an updated valuation of its pension and OPEB to reflect actual census data as of January 1, 2020. This valuation resulted in an increase to the pension and OPEB obligations of $8 million and $31 million, respectively. Additionally, accumulated other comprehensive loss increased by $7 million (after-tax) and regulatory assets and liabilities increased by $19 million and decreased by $10 million, respectively.
The majority of the 2020 pension benefit cost for Exelon-sponsored plans is calculated using an expected long-term rate of return on plan assets of 7.00% and a discount rate of 3.34%. The majority of the 2020 OPEB cost is calculated using an expected long-term rate of return on plan assets of 6.69% for funded plans and a discount rate of 3.31%.
A portion of the net periodic benefit cost for all plans is capitalized within the Consolidated Balance Sheets. The following table presents the components of Exelon's net periodic benefit costs, prior to capitalization, for the three and nine months ended September 30, 2020 and 2019.
Pension BenefitsOPEB
Three Months Ended September 30,Three Months Ended September 30,
 2020201920202019
Components of net periodic benefit cost:
Service cost$97 $89 $22 $23 
Interest cost190 221 37 47 
Expected return on assets(317)(306)(41)(38)
Amortization of:
Prior service cost (benefit)(30)(45)
Actuarial loss128 104 12 11 
Settlement charges
Contractual termination benefits
Net periodic benefit cost$107 $116 $$(2)
Pension BenefitsOPEB
Nine Months Ended September 30,Nine Months Ended September 30,
2020201920202019
Components of net periodic benefit cost:
Service cost$290 $267 $67 $70 
Interest cost569 663 114 141 
Expected return on assets(953)(918)(122)(115)
Amortization of:
Prior service cost (benefit)(92)(134)
Actuarial loss384 310 36 34 
Settlement charges14 
Contractual termination benefits
Net periodic benefit cost$307 $330 $$(4)
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(Dollars in millions, except per share data, unless otherwise noted)

Note 10 — Retirement Benefits
The amounts below represent the Registrants' allocated pension and OPEB plan costs. 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 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 in their consolidated financial statements.
 Three Months Ended September 30,Nine Months Ended September 30,
Pension and OPEB Costs2020201920202019
Exelon$107 $114 $310 $326 
Generation30 37 89 100 
ComEd29 23 85 70 
PECO
BGE16 16 47 47 
PHI17 23 52 71 
Pepco11 19 
DPL11 
ACE10 12 
Defined Contribution Savings Plans
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 the matching contributions to the savings plans during the three and nine months ended September 30, 2020 and 2019, respectively.
Three Months Ended September 30,Nine Months Ended September 30,
Savings Plan Matching Contributions2020201920202019
Exelon$37 $36 $104 $101 
Generation14 14 41 41 
ComEd25 26 
PECO
BGE
PHI
Pepco
DPL
ACE

11. 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 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.
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(Dollars in millions, except per share data, unless otherwise noted)

Note 11 — DebtDerivative Financial Instruments
Authoritative guidance about offsetting assets and Credit Agreementsliabilities 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.
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
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Note 11 — Derivative Financial Instruments

mechanisms. The following table provides a summary of the Utility Registrants’ primary derivative hedging instruments, listed by commodity and accounting treatment.
financing.
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 15% 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 and Index priced 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 of the 2019 Form 10-K 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 loanfair value of the DPL economic hedge is schedulednot material as of September 30, 2020 and December 31, 2019 and is not presented in the fair value tables below.
The following table provides a summary of the derivative fair value balances recorded by Exelon, Generation, and ComEd as of September 30, 2020 and December 31, 2019:
September 30, 2020ExelonGenerationComEd
DerivativesTotal
Derivatives
Economic
Hedges
Proprietary
Trading
Collateral(a)(b)
Netting(a)
SubtotalEconomic
Hedges
Mark-to-market derivative assets
(current assets)
$471 $2,566 $58 $79 $(2,232)$471 $
Mark-to-market derivative assets
(noncurrent assets)
383 1,500 16 39 (1,172)383 
Total mark-to-market derivative assets854 4,066 74 118 (3,404)854 
Mark-to-market derivative liabilities
(current liabilities)
(168)(2,414)(40)84 2,232 (138)(30)
Mark-to-market derivative liabilities
(noncurrent liabilities)
(378)(1,313)(12)49 1,172 (104)(274)
Total mark-to-market derivative liabilities(546)(3,727)(52)133 3,404 (242)(304)
Total mark-to-market derivative net assets (liabilities)$308 $339 $22 $251 $$612 $(304)
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Note 11 — Derivative Financial Instruments
December 31, 2019ExelonGenerationComEd
DescriptionTotal
Derivatives
Economic
Hedges
Proprietary
Trading
Collateral(a)(b)
Netting(a)
SubtotalEconomic
Hedges
Mark-to-market derivative assets
(current assets)
$675 $3,506 $72 $287 $(3,190)$675 $
Mark-to-market derivative assets
(noncurrent assets)
508 1,238 25 122 (877)508 
Total mark-to-market derivative assets1,183 4,744 97 409 (4,067)1,183 
Mark-to-market derivative liabilities
(current liabilities)
(236)(3,713)(38)357 3,190 (204)(32)
Mark-to-market derivative liabilities
(noncurrent liabilities)
(380)(1,140)(11)163 877 (111)(269)
Total mark-to-market derivative liabilities(616)(4,853)(49)520 4,067 (315)(301)
Total mark-to-market derivative net assets (liabilities)$567 $(109)$48 $929 $$868 $(301)
_________
(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 maturea 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 not material and not reflected in the table above.
(b)Of the collateral posted/(received), $34 million and $511 million represents variation margin on November 28, 2024.the exchanges at September 30, 2020 and December 31, 2019 respectively.
Economic Hedges (Commodity Price Risk)
Generation. For the three and nine months ended September 30, 2020 and 2019, 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.
Three Months Ended
September 30,
Nine Months Ended
September 30,
2020201920202019
Income Statement LocationGain (Loss)Gain (Loss)
Operating revenues$39 $76 $238 $65 
Purchased power and fuel209 (45)224 (127)
Total Exelon and Generation$248 $31 $462 $(62)
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 September 30, 2019, $796 million was outstanding.2020, the percentage of expected generation hedged for the Mid-Atlantic, Midwest, New York, and ERCOT reportable segments is 97%-100% and 87%-90% for 2020 and 2021, respectively.
Although Antelope Valley’s debt isProprietary 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 default, it is nonrecoursemarket prices as opposed to EGR IV. However, ifthose 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 future Antelope ValleyNet fair value changes related to derivatives line in the Consolidated Statements of Cash Flows. For the three and nine months ended September 30, 2020 and 2019, net pre-tax commodity mark-to-market gains and losses for Exelon and Generation were not material. The Utility Registrants do not execute derivatives for proprietary trading purposes.
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Note 11 — Derivative Financial Instruments
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 $1,217 million and $1,269 million at September 30, 2020 and December 31, 2019, respectively, for Exelon and $517 million and $569 million at September 30, 2020 and December 31, 2019, 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 $171 million and $231 million at September 30, 2020 and December 31, 2019, respectively.
The mark-to-market derivative assets and liabilities as of September 30, 2020 and December 31, 2019 and the mark-to-market gains and losses for the three and nine months ended September 30, 2020 and 2019 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 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.
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Note 11 — Derivative Financial Instruments
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 September 30, 2020. 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 September 30, 2020Total Exposure Before Credit Collateral
Credit Collateral(a)
Net ExposureNumber of Counterparties Greater than 10% of Net ExposureNet Exposure of Counterparties Greater than 10% of Net Exposure
Investment grade$638 $27 $611 $
Non-investment grade
No external ratings
Internally rated — investment grade168 167 
Internally rated — non-investment grade110 29 81 
Total$920 $57 $863 $
Net Credit Exposure by Type of CounterpartyAs of September 30, 2020
Financial institutions$26 
Investor-owned utilities, marketers, power producers650 
Energy cooperatives and municipalities142 
Other45 
Total$863 
_________ 
(a)As of September 30, 2020, credit collateral held from counterparties where Generation had credit exposure included $31 million of cash and $26 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 September 30, 2020, the Utility Registrants’ counterparty credit risk with suppliers was not material.
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 filebe 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 bankruptcy protection asthe 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 the collateral that must be provided, collateral requested will be 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 13— Debt and Credit Agreementsfunction of the Exelon 2018 Form 10-Kfacts 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 additional information on nonrecourse debt.the contingent collateral obligation, which has been factored into the disclosure below.
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Note 11 — Derivative Financial Instruments
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:
Credit-Risk Related Contingent FeaturesSeptember 30, 2020December 31, 2019
Gross fair value of derivative contracts containing this feature(a)
$(750)$(956)
Offsetting fair value of in-the-money contracts under master netting arrangements(b)
535 649 
Net fair value of derivative contracts containing this feature(c)
$(215)$(307)
_________
(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 September 30, 2020 and December 31, 2019, 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.
September 30, 2020December 31, 2019
Cash collateral posted$288 $982 
Letters of credit posted212 264 
Cash collateral held68 103 
Letters of credit held74 112 
Additional collateral required in the event of a credit downgrade below investment grade1,287 1,509 
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.
Rate Reconciliation
The effective income tax rate from continuing operations varies from the U.S. Federalfederal statutory rate principally due to the following:
Three Months Ended September 30, 2020(a)
ExelonGenerationComEd
PECO(b)
BGE
PHI(c)
PepcoDPL
ACE(c)
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 benefit12.3(10.3)8.1(6.2)5.15.54.66.66.9
Qualified NDT fund income13.247.40000000
Amortization of investment tax credit, including deferred taxes on basis difference(1.4)(4.5)(0.2)0(0.1)(0.2)(0.1)(0.2)(0.3)
Plant basis differences(4.3)0(0.6)(23.3)(1.2)(1.5)(2.1)(0.4)(1.3)
Production tax credits and other credits(3.0)(9.2)(0.4)0(0.8)(0.5)(0.5)(0.5)(0.4)
Noncontrolling interests0.82.90000000
Excess deferred tax amortization(10.1)0(5.6)(3.8)(10.6)(24.9)(20.0)(23.6)(36.8)
Tax settlements(0.2)(0.7)0000000
Other(0.8)(0.9)1.1(0.8)(0.3)0.1(0.4)0.70.6
Effective income tax rate27.5%45.7%23.4%(13.1)%13.1%(0.5)%2.5%3.6%(10.3)%
 Three Months Ended September 30, 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 benefit6.4 5.2 8.1 (0.3) 6.3 4.8 1.9 6.6 6.9
Qualified NDT fund income3.2 7.1       
Amortization of investment tax credit, including deferred taxes on basis difference(4.1) (8.9) (0.2)  (0.1) (0.2) (0.1) (0.2) (0.3)
Plant basis differences(1.7)  (1.0) (7.5) (1.1) (1.8) (2.6) (0.6) (1.9)
Production tax credits and other credits(1.2) (2.7)       
Noncontrolling interests(2.2) (4.8)       
Excess deferred tax amortization(6.5)  (9.9) (3.6) (8.0) (17.7) (16.3) (13.5) (23.3)
Other0.7 0.5 0.4 (0.5) (0.2) 0.8 1.0 (0.1) 0.7
Effective income tax rate15.6% 17.4% 18.4% 9.1% 17.9% 6.9% 4.9% 13.2% 3.1%

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Note 129 — Income Taxes

Three Months Ended September 30, 2019(a)
ExelonGenerationComEdPECOBGEPHIPepcoDPLACE
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 benefit6.45.28.1(0.3)6.34.81.96.66.9
Qualified NDT fund income3.27.10000000
Amortization of investment tax credit, including deferred taxes on basis difference(4.1)(8.9)(0.2)0(0.1)(0.2)(0.1)(0.2)(0.3)
Plant basis differences(1.7)0(1.0)(7.5)(1.1)(1.8)(2.6)(0.6)(1.9)
Production tax credits and other credits(1.2)(2.7)0000000
Noncontrolling interests(2.2)(4.8)0000000
Excess deferred tax amortization(6.5)0(9.9)(3.6)(8.0)(17.7)(16.3)(13.5)(23.3)
Other0.70.50.4(0.5)(0.2)0.81.0(0.1)0.7
Effective income tax rate15.6%17.4%18.4%9.1%17.9%6.9%4.9%13.2%3.1%

Nine Months Ended September 30, 2020(a)
Exelon
Generation(d)
ComEd(e)
PECO(b)
BGE(c)
PHI(c)
Pepco(c)
DPL(c)
ACE(c)
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 benefit9.3012.7(3.4)5.55.04.26.56.8
Qualified NDT fund income3.210.00000000
Deferred Prosecution Agreement payments2.509.4000000
Amortization of investment tax credit, including deferred taxes on basis difference(1.2)(3.2)(0.3)0(0.1)(0.2)(0.1)(0.3)(0.5)
Plant basis differences(4.0)0(0.9)(15.9)(1.8)(2.2)(2.4)(0.5)(3.7)
Production tax credits and other credits(2.6)(7.0)(0.4)0(0.4)(0.3)(0.3)(0.2)(0.4)
Noncontrolling interests1.03.10000000
Excess deferred tax amortization(15.8)0(11.8)(3.5)(15.0)(45.3)(29.2)(53.6)(81.4)
Tax settlements(5.0)(15.7)0000000
Other0.1(0.5)2.1(0.5)(0.5)(0.6)(0.8)(1.1)0
Effective income tax rate8.5%7.7%31.8%(2.3)%8.7%(22.6)%(7.6)%(28.2)%(58.2)%
 Three Months Ended September 30, 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 benefit(1.2) (9.0) 8.3 (3.6) 7.3 0.2 1.0 6.6 7.3
Qualified NDT fund income2.4 5.8       
Amortization of investment tax credit, including deferred taxes on basis difference(0.6) (1.1) (0.2) (0.1)  (0.2) (0.1) (0.3) (0.3)
Plant basis differences(2.5)  (0.3) (15.2) (0.8) (2.0) (3.4) (0.7) (1.3)
Production tax credits and other credits(1.2) (2.9) (0.1)      
Noncontrolling interests(1.1) (2.8)       
Excess deferred tax amortization(6.8)  (7.8) (4.6) (7.9) (17.7) (21.2) (14.0) (15.4)
Tax Cuts and Jobs Act of 20171.3 3.5    0.2 0.1  
Other3.2 5.6 0.3 0.9 2.6 0.6 0.3 0.6 0.3
Effective income tax rate14.5% 20.1% 21.2% (1.6)% 22.2% 2.1% (2.3)% 13.2% 11.6%
94
  
 Nine Months Ended September 30, 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 benefit5.1 4.2 8.2  6.4 4.8 2.0 6.7 6.9
Qualified NDT fund income5.3 11.9       
Amortization of investment tax credit, including deferred taxes on basis difference(1.9) (4.0) (0.2)  (0.1) (0.2) (0.1) (0.2) (0.3)
Plant basis differences(1.6)  (0.7) (6.8) (1.1) (1.8) (2.3) (0.6) (2.0)
Production tax credits and other credits(1.0) (2.1)       
Noncontrolling interests(1.0) (2.3)       
Excess deferred tax amortization(6.0)  (9.2) (2.9) (7.9) (18.6) (17.3) (15.0) (23.4)
Other0.8 (0.1) 0.2 (0.2) 0.1 0.5 0.7 0.2 
Effective income tax rate20.7% 28.6% 19.3% 11.1% 18.4% 5.7% 4.0% 12.1% 2.2%


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Note 129 — Income Taxes

 Nine Months Ended September 30, 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 benefit1.7 (2.6) 8.2 (3.6) 6.6 2.7 2.4 6.5 7.3
Qualified NDT fund income0.9 2.6       
Amortization of investment tax credit, including deferred taxes on basis difference(0.9) (2.2) (0.2) (0.1) (0.1) (0.2) (0.1) (0.3) (0.3)
Plant basis differences(2.7)  (0.1) (15.4) (0.7) (1.9) (2.9) (0.7) (1.3)
Production tax credits and other credits(1.8) (5.1) (0.1)      
Noncontrolling interests(1.1) (3.2)       
Excess deferred tax amortization(6.1)  (7.6) (3.4) (8.1) (14.5) (16.5) (11.0) (14.0)
Tax Cuts and Jobs Act of 20170.2 1.3 (0.2)   0.3   
Other0.4 2.0 0.1  0.9 0.3  0.4 0.9
Effective income tax rate11.6% 13.8% 21.1% (1.5)% 19.6% 7.7% 3.9% 15.9% 13.6%

Accounting for Uncertainty
Nine Months Ended September 30, 2019(a)
ExelonGenerationComEdPECOBGEPHIPepcoDPLACE
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 benefit5.14.28.206.44.82.06.76.9
Qualified NDT fund income5.311.90000000
Amortization of investment tax credit, including deferred taxes on basis difference(1.9)(4.0)(0.2)0(0.1)(0.2)(0.1)(0.2)(0.3)
Plant basis differences(1.6)0(0.7)(6.8)(1.1)(1.8)(2.3)(0.6)(2.0)
Production tax credits and other credits(1.0)(2.1)0000000
Noncontrolling interests(1.0)(2.3)0000000
Excess deferred tax amortization(6.0)0(9.2)(2.9)(7.9)(18.6)(17.3)(15.0)(23.4)
Other0.8(0.1)0.2(0.2)0.10.50.70.20
Effective income tax rate20.7%28.6%19.3%11.1%18.4%5.7%4.0%12.1%2.2%
__________
(a)Positive percentages represent income tax expense. Negative percentages represent income tax benefit.
(b)At PECO, the lower effective tax rate is primarily related to an increase in Income Taxesplant basis differences attributable to storm repairs.
Exelon, Generation, ComEd,(c)At BGE, PHI, Pepco, DPL, and ACE, have the following unrecognizedlower effective tax benefitsrate is primarily attributable to accelerated amortization of transmission related deferred income tax regulatory liabilities as a result of September 30, 2019 and December 31, 2018. PECO, BGE, Pepco and DPL do not have unrecognizedregulatory settlements. See Note 2 — Regulatory Matters for additional information.
(d)At Generation, the lower effective tax benefits forrate is primarily attributable to tax settlements.
(e)At ComEd, the periods presented.
 Exelon Generation ComEd PHI ACE
September 30, 2019$448
 $411
 $
 $45
 $14
December 31, 2018$477
 $408
 $2
 $45
 $14
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 thehigher effective tax and interestrate is primarily related to the gain deferral, the Tax Court also ruled that Exelon was liablenondeductible Deferred Prosecution Agreement payments. See Note 14 — Commitments and Contingencies 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 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.

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

Note 129 — Income Taxes

Accounting for Uncertainty in Income Taxes
Exelon, Generation, PHI, and ACE have the following unrecognized tax benefits as of September 30, 2020 and December 31, 2019. ComEd, PECO, BGE, Pepco, and DPL's amounts are not material.
ExelonGenerationPHIACE
September 30, 2020$125 $49 $53 $16 
December 31, 2019507 441 48 14 
Exelon's and Generation's unrecognized federal and state tax benefits decreased in the first quarter of 2020 by approximately $411 million due to the settlement of a federal refund claim with IRS Appeals. The recognition of these tax benefits resulted in an increase to Exelon's and Generation’s net income of $76 million and $73 million, respectively, in the first quarter of 2020, reflecting a decrease to Exelon's and Generation's income tax expense of $67 million.
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,The following table represents Exelon's, PHI's, and Litigation
Exelon, Generation, PHI and ACE have the followingACE'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 September 30, 2019:2020. Generation's, ComEd's, PECO's, BGE's, Pepco's, and DPL's amounts are not material.
Exelon(a)

Generation(a)

PHI(b)

ACE(b)
ExelonExelonPHI
ACE(a)
$425

$411

$14

$14
14 $14 $14 
__________
(a)Exelon and Generation have $411 million that, if recognized, would decrease the effective tax rate.
(b)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.
(a)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.
Other Income Tax Matters
Marginal State Income Tax Rate (Exelon, Generation)
In the third quarter of 2019, Exelon reviewed and updated its marginal state income tax rates based on 2018 state apportionment rates. As a result of the rate changes, the following accounting adjustments were recorded as of September 30, 2019:
  Exelon Generation
Increase to deferred income tax liability $23
 $9
Increase to income tax expense, net of federal taxes 23
 9

State Income Tax Law Changes
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.
Long-Term Marginal State Income Tax Rate (All Registrants)
13. Nuclear Decommissioning (ExelonIn the third quarter of 2020 and Generation)
Nuclear Decommissioning Asset Retirement Obligations (Exelon and Generation)
Generation has a legal obligation to decommission2019, Exelon updated 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 escalationmarginal state income tax 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.
The financial statement impact for changes in state apportionment. The changes in marginal rates in the ARO, onthird quarter of 2020 resulted in an individual unit basis, dueincrease of $66 million and a decrease of $26 million to the deferred income tax liability at Exelon and Generation, respectively, as of September 30, 2020. The changes in marginal rates in the third quarter of 2019 resulted in an increase of $23 million and timing$9 million to the deferred income tax liability at Exelon and Generation, respectively, as of estimated cash flows generally result inSeptember 30, 2019. Exelon and Generation recorded a corresponding changeadjustment to income tax expense, net of federal taxes, in each of those respective periods.
Allocation of Tax Benefits (All Registrants)
Generation and the unit’s ARC within Property, plantUtility Registrants are all party to an agreement with Exelon and equipment on Exelon’sother subsidiaries of Exelon that provides for the allocation of consolidated tax liabilities and Generation’s Consolidated Balance Sheets. Ifbenefits (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 ARO decreases forparty 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 Non-Regulatory Agreement unit without any remaining ARC,contribution to the corresponding change is recorded as decrease in Operating and maintenance expense within Exelon’s and Generation’s Consolidated Statementscapital of Operations and Comprehensive Income.the party receiving the benefit.

The following table presents the allocation of federal tax benefits from Exelon under the Tax Sharing Agreement.
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(Dollars in millions, except per share data, unless otherwise noted)

Note 139Nuclear DecommissioningIncome Taxes

The following table provides a rollforward of the nuclear decommissioning ARO reflected in Exelon’s and Generation’s Consolidated Balance Sheets from December 31, 2018 to September 30, 2019:
Nuclear decommissioning ARO at December 31, 2018 (a)(b)
$10,005
Sale of Oyster Creek(755)
Accretion expense361
Net increase due to changes in, and timing of, estimated future cash flows211
Costs incurred related to decommissioning plants(52)
Nuclear decommissioning ARO at September 30, 2019 (a)
$9,770
_________
(a)Includes $127 million and $22 million as the current portion of the ARO at September 30, 2019 and December 31, 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 was classified as Liabilities held for sale in Exelon's and Generation's Consolidated Balance Sheets at December 31, 2018. See Note 3 — Mergers, Acquisitions and Dispositions for additional information.
During the nine months ended September 30, 2019, Exelon's and Generation’s total nuclear ARO decreased by approximately $235 million, primarily reflecting the sale of Oyster Creek, partially offset by the accretion of the ARO liability due to the passage of time and the net impacts of ARO updates completed during the first and third quarters of 2019.
The first quarter 2019 ARO update included an increase of approximately $330 million for a change in the assumed retirement timing probabilities for certain economically challenged nuclear plants and a $110 million decrease for the impacts of revised decommissioning cost estimates for TMI which incorporate site specific decommissioning planning activities associated with the early retirement of TMI on September 20, 2019. The TMI ARO adjustment resulted in an $85 million decrease in Operating and maintenance expense within Exelon’s and Generation’s Consolidated Statements of Operations and Comprehensive Income. See Note 8 — Early Plant Retirements for additional information.
The third quarter 2019 ARO update included a decrease of approximately $300 million due to lower estimated costs to decommission Nine Mile Point, Ginna, Braidwood, Byron and LaSalle nuclear units resulting from the completion of updated cost studies, partially offset by an increase of approximately $280 million for other impacts that included updated cost escalation rates, primarily for labor, equipment and materials, and current discount rates. The third quarter ARO adjustment resulted in a $65 million decrease in Operating and maintenance expense within Exelon and Generation's Consolidated Statements of Operations and Comprehensive Income.
NDT Funds (Exelon and Generation)
Exelon and Generation had NDT funds totaling $12,862 million and $12,695 million at September 30, 2019 and December 31, 2018, respectively. The NDT funds included $890 million at December 31, 2018, related to Oyster Creek NDT funds which were classified as Assets held for sale in Exelon's and Generation's Consolidated Balance Sheets. See Note 3 — Mergers, Acquisitions and Dispositions for additional information regarding the sale of Oyster Creek. The NDT funds also include $156 million and $144 million for the current portion of the NDT funds at September 30, 2019 and December 31, 2018, respectively, which are included in Other current assets in Exelon's and Generation's Consolidated Balance Sheets. See Note 17 — Supplemental Financial Information for additional information on activities of the NDT funds.
NRC Minimum Funding Requirements (Exelon and Generation)
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.
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

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GenerationComEdPECOBGEPHIPepcoDPLACE
September 30, 2020$64 $14 $17 $$17 $$$
December 31, 201941 14 
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 13 — Nuclear Decommissioning

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 Note 15 — Asset Retirement Obligations of the Exelon 2018 Form 10-K for information regarding the amount collected from PECO ratepayers for decommissioning cost.
14.10. Retirement Benefits (All Registrants)
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 is not changing the benefits offered to the plan participants and, thus, has no impact on Exelon's pension obligation. However, beginning in 2019, actuarial losses and gains related to the CBPP and ECRP are being amortized over participants’ average remaining service period of the merged ECRP rather than each individual plan.
Defined Benefit Pension and OPEB
During the first quarter of 2019,2020, Exelon received an updated valuation of its pension and OPEB to reflect actual census data as of January 1, 2019.2020. This valuation resulted in an increase to the pension and OPEB obligations of $75$8 million and $36$31 million, respectively. Additionally, accumulated other comprehensive loss increased by $39$7 million (after-tax) and regulatory assets and liabilities increased by $53$19 million and decreased by $5$10 million, respectively.
The majority of the 20192020 pension benefit cost for 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%3.34%. The majority of the 20192020 OPEB cost is calculated using an expected long-term rate of return on plan assets of 6.67%6.69% for funded plans and a discount rate of 4.30%3.31%.
A portion of the net periodic benefit cost for all plans is capitalized within the Consolidated Balance Sheets. The following table presents the components of Exelon's net periodic benefit costs, prior to capitalization, for the three and nine months ended September 30, 20192020 and 2018.2019.
Pension BenefitsOPEB
Three Months Ended September 30,Three Months Ended September 30,
 2020201920202019
Components of net periodic benefit cost:
Service cost$97 $89 $22 $23 
Interest cost190 221 37 47 
Expected return on assets(317)(306)(41)(38)
Amortization of:
Prior service cost (benefit)(30)(45)
Actuarial loss128 104 12 11 
Settlement charges
Contractual termination benefits
Net periodic benefit cost$107 $116 $$(2)
Pension BenefitsOPEB
Nine Months Ended September 30,Nine Months Ended September 30,
2020201920202019
Components of net periodic benefit cost:
Service cost$290 $267 $67 $70 
Interest cost569 663 114 141 
Expected return on assets(953)(918)(122)(115)
Amortization of:
Prior service cost (benefit)(92)(134)
Actuarial loss384 310 36 34 
Settlement charges14 
Contractual termination benefits
Net periodic benefit cost$307 $330 $$(4)
 Pension Benefits
Three Months Ended September 30,
 OPEB
Three Months Ended September 30,
 2019 2018 2019 2018
Components of net periodic benefit cost:       
Service cost$89
 $100
 $23
 $28
Interest cost221
 201
 47
 43
Expected return on assets(306) (312) (38) (43)
Amortization of:       
Prior service benefit
 
 (45) (47)
Actuarial loss104
 158
 11
 18
Settlement charges7
 
 
 
Contractual termination benefits1
 
 
 
Net periodic benefit cost$116
 $147
 $(2) $(1)
97


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

Note 1410 — Retirement Benefits


Pension Benefits
Nine Months Ended September 30,
 OPEB
Nine Months Ended September 30,
 2019 2018 2019 2018
Components of net periodic benefit cost:

 

 

 

Service cost$267
 $303
 $70
 $84
Interest cost663
 602
 141
 131
Expected return on assets(918) (939) (115) (130)
Amortization of:       
Prior service cost (benefit)
 1
 (134) (140)
Actuarial loss310
 472
 34
 50
Settlement charges7
 1
 
 
Contractual termination benefits1
 
 
 
Net periodic benefit cost$330

$440

$(4)
$(5)

The amounts below represent the Registrants' allocated pension and OPEB plan costs. 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 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 in their consolidated financial statements.
 Three Months Ended September 30, Nine Months Ended September 30, Three Months Ended September 30,Nine Months Ended September 30,
Pension and OPEB Costs 2019 2018 2019 2018Pension and OPEB Costs2020201920202019
Exelon $114
 $145
 $326
 $435
Exelon$107 $114 $310 $326 
Generation 37
 50
 100
 151
Generation30 37 89 100 
ComEd 23
 45
 70
 133
ComEd29 23 85 70 
PECO 4
 5
 9
 14
PECO
BGE 16
 15
 47
 44
BGE16 16 47 47 
PHI 23
 17
 71
 51
PHI17 23 52 71 
Pepco 6
 3
 19
 10
Pepco11 19 
DPL 4
 2
 11
 5
DPL11 
ACE 4
 3
 12
 10
ACE10 12 


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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

Defined Contribution Savings Plans
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 the matching contributions to the savings plans during the three and nine months ended September 30, 20192020 and 2018,2019, respectively.
Three Months Ended September 30,Nine Months Ended September 30,
Savings Plan Matching Contributions2020201920202019
Exelon$37 $36 $104 $101 
Generation14 14 41 41 
ComEd25 26 
PECO
BGE
PHI
Pepco
DPL
ACE
  Three Months Ended September 30, Nine Months Ended September 30,
Savings Plan Matching Contributions 2019 2018 2019 2018
Exelon $36
 $44

$101

$126
Generation 14
 23
 41
 65
ComEd 9
 8
 26
 23
PECO 2
 2
 7
 7
BGE 4
 2
 9
 5
PHI 4
 4
 8
 10
Pepco 1
 1
 2
 2
DPL 1
 1
 2
 2
ACE 1
 1
 1
 2

15. Changes in Accumulated Other Comprehensive Income (Exelon)11. Derivative Financial Instruments (All Registrants)
The following tables presentRegistrants 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 Exelon's AOCI, netfair value of tax,the derivative recognized in earnings immediately. Other accounting treatments 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 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 component: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.
98
Three Months Ended September 30, 2019Losses on Cash Flow Hedges 
Pension and
Non-Pension
Postretirement
Benefit Plan
Items (a)
 
Foreign
Currency
Items
 
AOCI of
Investments in Unconsolidated Affiliates (b)
 Total
Beginning balance$(2) $(2,957) $(29) $(2) $(2,990)
OCI before reclassifications
 6
 (2) 
 4
Amounts reclassified from AOCI
 21
 
 2
 23
Net current-period OCI
 27
 (2) 2
 27
Ending balance$(2) $(2,930) $(31) $
 $(2,963)


Three Months Ended September 30, 2018Losses on Cash Flow Hedges 
Pension and
Non-Pension
Postretirement
Benefit Plan
Items (a)
 
Foreign
Currency
Items
 
AOCI of
Investments in Unconsolidated Affiliates (b)
 Total
Beginning balance$(2) $(2,890) $(29) $
 $(2,921)
OCI before reclassifications
 5
 2
 
 7
Amounts reclassified from AOCI
 45
 
 
 45
Net current-period OCI
 50
 2
 
 52
Ending balance$(2) $(2,840) $(27) $
 $(2,869)


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

Note 15 — Changes in Accumulated Other Comprehensive Income

Nine Months Ended September 30, 2019Losses on Cash Flow Hedges 
Pension and
Non-Pension
Postretirement
Benefit Plan
Items (a)
 
Foreign
Currency
Items
 
AOCI of
Investments in Unconsolidated Affiliates (b)
 Total
Beginning balance$(2) $(2,960) $(33) $
 $(2,995)
OCI before reclassifications
 (32) 2
 (2) (32)
Amounts reclassified from AOCI
 62
 
 2
 64
Net current-period OCI
 30
 2
 
 32
Ending balance$(2) $(2,930) $(31) $
 $(2,963)
Nine Months Ended September 30, 2018Gains (Losses) on Cash Flow Hedges Unrealized gains (losses) on Marketable Securities 
Pension and
Non-Pension
Postretirement
Benefit Plan
Items (a)
 
Foreign
Currency
Items
 
AOCI of
Investments in Unconsolidated Affiliates (b)
 Total
Beginning balance$(14) $10
 $(2,998) $(23) $(1) $(3,026)
OCI before reclassifications11
 
 22
 (4) 1
 30
Amounts reclassified from AOCI1
 
 136
 
 
 137
Net current-period OCI12
 
 158
 (4) 1
 167
Impact of adoption of Recognition and Measurement of Financial Assets and Liabilities standard(c)

 (10) 
 
 
 (10)
Ending balance$(2) $
 $(2,840) $(27) $
 $(2,869)
_________
(a)AOCI amounts are 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 prospectively adopted the new standard Recognition and Measurement of Financial Assets and 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.
The following table presents income tax benefit (expense) allocated to each component of Exelon's other comprehensive income (loss):
 Three Months Ended September 30, Nine Months Ended September 30,
 2019 2018 2019 2018
Pension and non-pension postretirement benefit plans:       
Prior service benefit reclassified to periodic benefit cost$6
 $6
 $18
 $18
Actuarial loss reclassified to periodic benefit cost(13) (21) (39) (65)
Pension and non-pension postretirement benefit plans valuation adjustment
 (2) 14
 (8)

Note 11 — Derivative Financial Instruments
16. CommitmentsAuthoritative guidance about offsetting assets and Contingenciesliabilities 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)
The following is an update to the current status of commitments and contingencies set forth in Note 22Each 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 2018 Form 10-K. See Note 5 — Mergers, Acquisitions and DispositionsGeneration 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.
Utility Registrants. The Utility Registrants procure electric and natural gas supply through a competitive procurement process approved by each of the Exelon 2018 Form 10-K for additional information onrespective 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 PHI Merger commitments.

costs are fully recovered from customers through regulatory-approved recovery
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(Dollars in millions, except per share data, unless otherwise noted)

Note 1611 Derivative Financial Instruments
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 15% 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 and Index priced 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 of the 2019 Form 10-K 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 September 30, 2020 and December 31, 2019 and is not presented in the fair value tables below.
The following table provides a summary of the derivative fair value balances recorded by Exelon, Generation, and ComEd as of September 30, 2020 and December 31, 2019:
September 30, 2020ExelonGenerationComEd
DerivativesTotal
Derivatives
Economic
Hedges
Proprietary
Trading
Collateral(a)(b)
Netting(a)
SubtotalEconomic
Hedges
Mark-to-market derivative assets
(current assets)
$471 $2,566 $58 $79 $(2,232)$471 $
Mark-to-market derivative assets
(noncurrent assets)
383 1,500 16 39 (1,172)383 
Total mark-to-market derivative assets854 4,066 74 118 (3,404)854 
Mark-to-market derivative liabilities
(current liabilities)
(168)(2,414)(40)84 2,232 (138)(30)
Mark-to-market derivative liabilities
(noncurrent liabilities)
(378)(1,313)(12)49 1,172 (104)(274)
Total mark-to-market derivative liabilities(546)(3,727)(52)133 3,404 (242)(304)
Total mark-to-market derivative net assets (liabilities)$308 $339 $22 $251 $$612 $(304)
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(Dollars in millions, except per share data, unless otherwise noted)

Note 11 — Derivative Financial Instruments
December 31, 2019ExelonGenerationComEd
DescriptionTotal
Derivatives
Economic
Hedges
Proprietary
Trading
Collateral(a)(b)
Netting(a)
SubtotalEconomic
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)
_________
(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 not material and not reflected in the table above.
(b)Of the collateral posted/(received), $34 million and $511 million represents variation margin on the exchanges at September 30, 2020 and December 31, 2019 respectively.
Economic Hedges (Commodity Price Risk)
Generation. For the three and nine months ended September 30, 2020 and 2019, 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.
Three Months Ended
September 30,
Nine Months Ended
September 30,
2020201920202019
Income Statement LocationGain (Loss)Gain (Loss)
Operating revenues$39 $76 $238 $65 
Purchased power and fuel209 (45)224 (127)
Total Exelon and Generation$248 $31 $462 $(62)
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 September 30, 2020, the percentage of expected generation hedged for the Mid-Atlantic, Midwest, New York, and ERCOT reportable segments is 97%-100% and 87%-90% 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 three and nine months ended September 30, 2020 and 2019, net pre-tax commodity mark-to-market gains and losses for Exelon and Generation were not material. The Utility Registrants do not execute derivatives for proprietary trading purposes.
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(Dollars in millions, except per share data, unless otherwise noted)

Note 11 — Derivative Financial Instruments
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 $1,217 million and $1,269 million at September 30, 2020 and December 31, 2019, respectively, for Exelon and $517 million and $569 million at September 30, 2020 and December 31, 2019, 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 $171 million and $231 million at September 30, 2020 and December 31, 2019, respectively.
The mark-to-market derivative assets and liabilities as of September 30, 2020 and December 31, 2019 and the mark-to-market gains and losses for the three and nine months ended September 30, 2020 and 2019 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 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.
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(Dollars in millions, except per share data, unless otherwise noted)

Note 11 — Derivative Financial Instruments
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 September 30, 2020. 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 September 30, 2020Total Exposure Before Credit Collateral
Credit Collateral(a)
Net ExposureNumber of Counterparties Greater than 10% of Net ExposureNet Exposure of Counterparties Greater than 10% of Net Exposure
Investment grade$638 $27 $611 $
Non-investment grade
No external ratings
Internally rated — investment grade168 167 
Internally rated — non-investment grade110 29 81 
Total$920 $57 $863 $
Net Credit Exposure by Type of CounterpartyAs of September 30, 2020
Financial institutions$26 
Investor-owned utilities, marketers, power producers650 
Energy cooperatives and municipalities142 
Other45 
Total$863 
_________ 
(a)As of September 30, 2020, credit collateral held from counterparties where Generation had credit exposure included $31 million of cash and $26 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 September 30, 2020, the Utility Registrants’ counterparty credit risk with suppliers was not material.
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 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.
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(Dollars in millions, except per share data, unless otherwise noted)

Note 11 — Derivative Financial Instruments
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:
Credit-Risk Related Contingent FeaturesSeptember 30, 2020December 31, 2019
Gross fair value of derivative contracts containing this feature(a)
$(750)$(956)
Offsetting fair value of in-the-money contracts under master netting arrangements(b)
535 649 
Net fair value of derivative contracts containing this feature(c)
$(215)$(307)
_________
(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 September 30, 2020 and December 31, 2019, 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.
September 30, 2020December 31, 2019
Cash collateral posted$288 $982 
Letters of credit posted212 264 
Cash collateral held68 103 
Letters of credit held74 112 
Additional collateral required in the event of a credit downgrade below investment grade1,287 1,509 
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 September 30, 2020, 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 ratings as of September 30, 2020, they could have been required to post incremental collateral to its counterparties of $22 million, $31 million and $10 million, respectively.

12. Debt and Credit Agreements (All Registrants)
Short-Term Borrowings
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Note 12 — Debt and Credit Agreements
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 as of September 30, 2020 and December 31, 2019. PECO had no commercial paper borrowings as of both September 30, 2020 and December 31, 2019.
Outstanding Commercial
Paper as of
Average Interest Rate on
Commercial Paper Borrowings as of
Commercial Paper IssuerSeptember 30, 2020December 31, 2019September 30, 2020December 31, 2019
Exelon(a)
$141 $870 0.16 %2.25 %
Generation320 %1.84 %
ComEd141 130 0.16 %2.38 %
BGE76 %2.46 %
PHI(b)
208 %N/A
PEPCO82 %2.56 %
DPL56 %2.02 %
ACE70 %2.43 %
__________
(a)Includes outstanding commercial paper at Exelon Corporate of $136 million with average interest rates on commercial paper borrowings of 1.92% at December 31, 2019. Exelon Corporate had no outstanding commercial paper borrowings as of September 30, 2020.
(b)Includes the consolidated amounts of Pepco, DPL, and ACE.
On March 19, 2020, Generation borrowed $1.5 billion on its revolving credit facility due to disruptions in the commercial paper markets as a result of COVID-19. The funds were used to refinance commercial paper. Generation repaid the $1.5 billion borrowed on the revolving credit facility on April 3, 2020. As of September 30, 2020, the available capacity on Generation’s revolving credit facility was $4.9 billion. See Note 16— Debt and Credit Agreements of the Exelon 2019 Form 10-K for additional information on the Registrants’ credit facilities.
Short-Term Loan Agreements
On March 23, 2017, Exelon Corporate entered into a term loan agreement for $500 million. The loan agreement was renewed on March 19, 2020 and will expire on March 18, 2021. Pursuant to the loan agreement, loans made thereunder bear interest at a variable rate equal to LIBOR plus 0.65% and all indebtedness thereunder is unsecured. The loan agreement is reflected in Exelon's Consolidated Balance Sheet within Short-term borrowings.
On March 19, 2020, Generation entered into a term loan agreement for $200 million. The loan agreement has an expiration of March 18, 2021. Pursuant to the loan agreement, loans made thereunder bear interest at a variable rate equal to LIBOR plus 0.50% and all indebtedness thereunder is unsecured. The loan agreement is reflected in Generation's Consolidated Balance Sheet within Short-term borrowings.
On March 31, 2020, Generation entered into a term loan agreement for $300 million. The loan agreement has an expiration of March 30, 2021. Pursuant to the loan agreement, loans made thereunder bear interest at a variable rate equal to LIBOR plus 0.75% and all indebtedness thereunder is unsecured. The loan agreement is reflected in Generation's Consolidated Balance Sheet within Short-term borrowings.
Revolving Credit Agreements
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Note 12 — Debt and Credit Agreements
On April 24, 2020, Exelon Corporate entered into a credit agreement establishing a $550 million 364-day revolving credit facility at a variable interest rate of LIBOR plus 1.75%. This facility will be used by Exelon as an additional source of short-term liquidity as needed.
Bilateral Credit Agreements
On May 15, 2020, Generation entered into a credit agreement establishing a $100 million bilateral credit facility. This facility will solely be used by Generation to issue letters of credit, and the maturity date is automatically renewed based on the contingency standards set within the agreement.
During the second and third quarters of 2020, CENG drew on its bilateral credit facility. As of September 30, 2020, there was $40 million outstanding at this facility. The bilateral credit facility with CENG is incorporated within Generation, and supports the issuance of letters of credit and funding for working capital.
Long-Term Debt
Issuance of Long-Term Debt
During the nine months ended September 30, 2020, the following long-term debt was issued:
CompanyTypeInterest RateMaturityAmountUse of Proceeds
ExelonNotes4.05 %April 15, 2030$1,250 Repay existing indebtedness and for general corporate purposes.
ExelonNotes4.70 %April 15, 2050750 Repay existing indebtedness and for general corporate purposes.
GenerationSenior Notes3.25 %June 1, 2025900 Repay existing indebtedness and for general corporate purposes.
Generation
Energy Efficiency Project Financing(a)
3.95 %December 31, 2020Funding to install energy conservation measures for the Fort Meade project.
Generation
Energy Efficiency Project Financing(a)
2.53 %April 30, 2021Funding to install energy conservation measures for the Fort AP Hill project.
ComEdFirst Mortgage Bonds, Series 1282.20 %March 1, 2030350 Repay a portion of outstanding commercial paper obligations and fund other general corporate purposes.
ComEdFirst Mortgage Bonds, Series 1293.00 %March 1, 2050650 Repay a portion of outstanding commercial paper obligations and to fund general corporate purposes.
PECOFirst and Refunding Mortgage Bonds2.80 %June 15, 2050350 Funding for general corporate purposes.
BGESenior Notes2.90 %June 15, 2050400 Repay commercial paper obligations and for general corporate purposes.
PepcoFirst Mortgage Bonds2.53 %February 25, 2030150 Repay existing indebtedness and for general corporate purposes.
PepcoFirst Mortgage Bonds3.28 %September 23, 2050150 Repay existing indebtedness and for general corporate purposes.
DPLFirst Mortgage Bonds2.53 %June 9, 2030100 Repay existing indebtedness and for general corporate purposes.
DPL(b)
Tax-Exempt Bonds1.05 %January 1, 203178 Refinance existing indebtedness.
ACETax-Exempt First Mortgage Bonds2.25 %June 1, 202923 Refinance existing indebtedness.
ACEFirst Mortgage Bonds3.24 %June 9, 2050100 Repay existing indebtedness and for general corporate purposes.
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(Dollars in millions, except per share data, unless otherwise noted)

Note 12 — Debt and Credit Agreements
__________
(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)The bonds have a 1.05% interest rate through July 2025.
Debt Covenants
As of September 30, 2020, the Registrants are in compliance with debt covenants.
Nonrecourse Debt
Exelon and Generation have issued nonrecourse debt financing. 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.
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. As of September 30, 2020, approximately $470 million was outstanding. In addition, Generation has issued letters of credit to support its equity investment in the project. As of September 30, 2020, Generation had $37 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 provided 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 event of default and in 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. Further, distributions from Antelope Valley to EGR IV were suspended.
The United States Bankruptcy Court entered an order on June 20, 2020 confirming PG&E’s plan of reorganization. On July 1, 2020 the plan became effective, and PG&E emerged from bankruptcy. On July 21, 2020, Antelope Valley received a waiver from the DOE for the event of default and, as such, distributions from Antelope Valley to EGR IV were permitted and the debt was classified as noncurrent as of June 30, 2020. The debt continues to be presented as noncurrent as of September 30, 2020.
See Note 8 — Asset Impairments for additional information.
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 loan is scheduled to mature on November 28, 2024. As of September 30, 2020, approximately $710 million was outstanding.
See Note 16— Debt and Credit Agreements of the Exelon 2019 Form 10-K for additional information on nonrecourse debt.

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

Note 13 — Fair Value of Financial Assets and Liabilities
13. Fair Value of Financial Assets and Liabilities (All Registrants)
Exelon measures and classifies 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.
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 Amortized Cost
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 September 30, 2020 and December 31, 2019. 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.
September 30, 2020December 31, 2019
Carrying AmountFair ValueCarrying AmountFair Value
Level 2Level 3TotalLevel 2Level 3Total
Long-Term Debt, including amounts due within one year(a)

Exelon$37,589 $40,816 $3,237 $44,053 $36,039 $37,453 $2,580 $40,033 
Generation6,756 6,250 1,401 7,651 7,974 7,304 1,366 8,670 
ComEd8,981 10,970 10,970 8,491 9,848 9,848 
PECO3,753 4,498 50 4,548 3,405 3,868 50 3,918 
BGE3,664 4,263 4,263 3,270 3,649 3,649 
PHI7,020 6,082 1,786 7,868 6,563 5,902 1,164 7,066 
Pepco3,164 3,343 739 4,082 2,864 3,198 388 3,586 
DPL1,676 1,463 449 1,912 1,567 1,408 311 1,719 
ACE1,417 1,017 598 1,615 1,327 1,026 464 1,490 
Long-Term Debt to Financing Trusts(a)
Exelon$390 $$467 $467 $390 $$428 $428 
ComEd205 246 246 205 227 227 
PECO184 221 221 184 201 201 
SNF Obligation
Exelon$1,207 $1,042 $$1,042 $1,199 $1,055 $$1,055 
Generation1,207 1,042 1,042 1,199 1,055 1,055 
__________
(a)Includes unamortized debt issuance costs which are not fair valued.

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

Note 13 — 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 September 30, 2020 and December 31, 2019:
Exelon and Generation
ExelonGeneration
As of September 30, 2020Level 1Level 2Level 3Not subject to levelingTotalLevel 1Level 2Level 3Not subject to levelingTotal
Assets
Cash equivalents(a)
$1,687 $$$$1,687 $270 $$$$270 
NDT fund investments
Cash equivalents(b)
313 91 404 313 91 404 
Equities3,345 1,794 1,370 6,509 3,345 1,794 1,370 6,509 
Fixed income
Corporate debt1,516 280 1,796 1,516 280 1,796 
U.S. Treasury and agencies1,843 137 1,980 1,843 137 1,980 
Foreign governments52 52 52 52 
State and municipal debt104 104 104 104 
Other40 1,010 1,050 40 1,010 1,050 
Fixed income subtotal1,843 1,849 280 1,010 4,982 1,843 1,849 280 1,010 4,982 
Private credit238 533 771 238 533 771 
Private equity439 439 439 439 
Real estate650 650 650 650 
NDT fund investments subtotal(c)(d)
5,501 3,734 518 4,002 13,755 5,501 3,734 518 4,002 13,755 
Rabbi trust investments
Cash equivalents58 58 
Mutual funds88 88 28 28 
Fixed income11 11 
Life insurance contracts84 34 118 27 27 
Rabbi trust investments subtotal146 95 34 275 32 27 59 
Commodity derivative assets
Economic hedges776 1,737 1,553 4,066 776 1,737 1,553 4,066 
Proprietary trading37 37 74 37 37 74 
Effect of netting and allocation of collateral(e)(f)
(656)(1,594)(1,036)(3,286)(656)(1,594)(1,036)(3,286)
Commodity derivative assets subtotal120 180 554 854 120 180 554 854 
DPP consideration732 732 732 732 
Total assets7,454 4,741 1,106 4,002 17,303 5,923 4,673 1,072 4,002 15,670 
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Note 13 — Fair Value of Financial Assets and Liabilities
ExelonGeneration
As of September 30, 2020Level 1Level 2Level 3Not subject to levelingTotalLevel 1Level 2Level 3Not subject to levelingTotal
Liabilities
Commodity derivative liabilities
Economic hedges(700)(1,692)(1,639)(4,031)(700)(1,692)(1,335)(3,727)
Proprietary trading(36)(16)(52)(36)(16)(52)
Effect of netting and allocation of collateral(e)(f)
699 1,708 1,130 3,537 699 1,708 1,130 3,537 
Commodity derivative liabilities subtotal(1)(20)(525)(546)(1)(20)(221)(242)
Deferred compensation obligation(135)(135)(37)(37)
Total liabilities(1)(155)(525)(681)(1)(57)(221)(279)
Total net assets$7,453 $4,586 $581 $4,002 $16,622 $5,922 $4,616 $851 $4,002 $15,391 
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(Dollars in millions, except per share data, unless otherwise noted)

Note 13 — Fair Value of Financial Assets and Liabilities

ExelonGeneration
As of December 31, 2019Level 1Level 2Level 3Not subject to levelingTotalLevel 1Level 2Level 3Not subject to levelingTotal
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 debt1,469 257 1,726 1,469 257 1,726 
U.S. Treasury and agencies1,808 131 1,939 1,808 131 1,939 
Foreign governments42 42 42 42 
State and municipal debt90 90 90 90 
Other33 953 986 33 953 986 
Fixed income subtotal1,808 1,765 257 953 4,783 1,808 1,765 257 953 4,783 
Private credit254 508 762 254 508 762 
Private equity402 402 402 402 
Real estate607 607 607 607 
NDT fund investments subtotal(c)(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 
Mutual funds81 81 25 25 
Fixed income12 12 
Life insurance contracts78 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 trading37 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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(Dollars in millions, except per share data, unless otherwise noted)

Note 13 — Fair Value of Financial Assets and Liabilities
ExelonGeneration
As of December 31, 2019Level 1Level 2Level 3Not subject to levelingTotalLevel 1Level 2Level 3Not subject to levelingTotal
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 
__________
(a)Exelon excludes cash of $677 million and $373 million at September 30, 2020 and December 31, 2019, respectively, and restricted cash of $116 million and $110 million at September 30, 2020 and December 31, 2019, respectively, and includes long-term restricted cash of $137 million and $177 million at September 30, 2020 and December 31, 2019, respectively, which is reported in Other deferred debits in the Consolidated Balance Sheets. Generation excludes cash of $408 million and $177 million at September 30, 2020 and December 31, 2019, respectively, and restricted cash of $45 million and $58 million at September 30, 2020 and December 31, 2019, respectively. 
(b)Includes $121 million and $90 million of cash received from outstanding repurchase agreements at September 30, 2020 and December 31, 2019, respectively, and is offset by an obligation to repay upon settlement of the agreement as discussed in (d) below.
(c)Includes derivative assets of less than $1 million and $2 million, which have total notional amounts of $658 million and $724 million at September 30, 2020 and December 31, 2019, respectively. The notional principal amounts for these instruments provide one measure of the transaction volume outstanding as of the periods ended and do not represent the amount of Exelon and Generation's exposure to credit or market loss.
(d)Excludes net liabilities of $208 million and $147 million at September 30, 2020 and December 31, 2019, respectively, which include certain derivative assets that have notional amounts of $153 million and $99 million at September 30, 2020 and December 31, 2019, 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, net of collateral paid to counterparties, totaled $43 million, $114 million, and $94 million allocated to Level 1, Level 2, and Level 3 mark-to-market derivatives, respectively, as of September 30, 2020. Collateral posted/(received) from counterparties, net of collateral paid to 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.
(f)Of the collateral posted/(received), $34 million and $511 million represents variation margin on the exchanges as of September 30, 2020 and December 31, 2019, respectively.
As of September 30, 2020, Exelon and Generation have outstanding commitments to invest in fixed income, private credit, private equity and real estate investments of approximately $52 million, $119 million, $299 million, and $395 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 $76 million and $66 million as of September 30, 2020, respectively. Changes in fair value, cumulative adjustments, and impairments were not material for the three and nine months ended September 30, 2020.

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

Note 13 — Fair Value of Financial Assets and Liabilities
ComEd, PECO and BGE
ComEdPECOBGE
As of September 30, 2020Level 1Level 2Level 3TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets
Cash equivalents(a)
$396 $$$396 $184 $$$184 $298 $$$298 
Rabbi trust investments
Mutual funds
Life insurance contracts13 13 
Rabbi trust investments subtotal13 22 
Total assets396 396 193 13 206 307 307 
Liabilities
Deferred compensation obligation(7)(7)(8)(8)(5)(5)
Mark-to-market derivative liabilities(b)
(304)(304)
Total liabilities(7)(304)(311)(8)(8)(5)(5)
Total net assets (liabilities)$396 $(7)$(304)$85 $193 $$$198 $307 $(5)$$302 
ComEdPECOBGE
As of December 31, 2019Level 1Level 2Level 3TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets
Cash equivalents(a)
$280 $$$280 $15 $$$15 $$$$
Rabbi trust investments
Mutual funds
Life insurance contracts11 11 
Rabbi trust investments subtotal11 19 
Total assets280 280 23 11 34 
Liabilities
Deferred compensation obligation(8)(8)(9)(9)(5)(5)
Mark-to-market derivative liabilities(b)
(301)(301)
Total liabilities(8)(301)(309)(9)(9)(5)(5)
Total net assets (liabilities)$280 $(8)$(301)$(29)$23 $$$25 $$(5)$$
__________
(a)ComEd excludes cash of $76 million and $90 million at September 30, 2020 and December 31, 2019, respectively, and restricted cash of $36 million and $33 million at September 30, 2020 and December 31, 2019, respectively, and includes long-term restricted cash of $127 million and $163 million at September 30, 2020 and December 31, 2019, respectively, which is reported in Other deferred debits in the Consolidated Balance Sheets. PECO excludes cash of $65 million and $12 million at September 30, 2020 and December 31, 2019, respectively. BGE excludes cash of $28 million and $24 million at September 30, 2020 and December 31, 2019, respectively, and restricted cash of $1 million at both September 30, 2020 and December 31, 2019.
(b)The Level 3 balance consists of the current and noncurrent liability of $30 million and $274 million, respectively, at September 30, 2020 and $32 million and $269 million, respectively, at December 31, 2019 related to floating-to-fixed energy swap contracts with unaffiliated suppliers.

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

Note 13 — Fair Value of Financial Assets and Liabilities
PHI, Pepco, DPL and ACE
As of September 30, 2020As of December 31, 2019
PHILevel 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets
Cash equivalents(a)
$166 $$$166 $124 $$$124 
Rabbi trust investments
Cash equivalents52 52 44 44 
Mutual funds14 14 14 14 
Fixed income11 11 12 12 
Life insurance contracts26 34 60 24 41 65 
Rabbi trust investments subtotal66 37 34 137 58 36 41 135 
Total assets232 37 34 303 182 36 41 259 
Liabilities
Deferred compensation obligation(17)(17)(19)(19)
Total liabilities(17)(17)(19)(19)
Total net assets$232 $20 $34 $286 $182 $17 $41 $240 
PepcoDPLACE
As of September 30, 2020Level 1Level 2Level 3TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets
Cash equivalents(a)
$112 $$$112 $17 $$$17 $14 $$$14 
Rabbi trust investments
Cash equivalents51 51 
Fixed income
Life insurance contracts26 34 60 
Rabbi trust investments subtotal51 28 34 113 
Total assets163 28 34 225 17 17 14 14 
Liabilities
Deferred compensation obligation(2)(2)
Total liabilities(2)(2)
Total net assets$163 $26 $34 $223 $17 $$$17 $14 $$$14 
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(Dollars in millions, except per share data, unless otherwise noted)

Note 13 — Fair Value of Financial Assets and Liabilities
PepcoDPLACE
As of December 31, 2019Level 1Level 2Level 3TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets
Cash equivalents(a)
$34 $$$34 $$$$$16 $$$16 
Rabbi trust investments
Cash equivalents43 43 
Fixed income
Life insurance contracts24 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 (liabilities)$77 $24 $41 $142 $$$$$16 $$$16 
__________
(a)PHI excludes cash of $78 million and $57 million at September 30, 2020 and December 31, 2019, respectively, and includes long-term restricted cash of $10 million and $14 million at September 30, 2020 and December 31, 2019, respectively, which is reported in Other deferred debits in the Consolidated Balance Sheets.  Pepco excludes cash of $46 million and $29 million at September 30, 2020 and December 31, 2019, respectively. DPL excludes cash of $9 million and $13 million at September 30, 2020 and December 31, 2019, respectively. ACE excludes cash of $13 million and $12 million at September 30, 2020 and December 31, 2019, respectively, and includes long-term restricted cash of $10 million and $14 million at September 30, 2020 and December 31, 2019, respectively, which is reported in Other deferred debits in the Consolidated Balance Sheets.
Reconciliation of Level 3 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 three and nine months ended September 30, 2020 and 2019:
ExelonGenerationComEdPHI and Pepco
Three Months Ended September 30, 2020TotalNDT Fund
Investments
Mark-to-Market
Derivatives
Total GenerationMark-to-Market
Derivatives
Life Insurance ContractsEliminated in Consolidation
Balance as of June 30, 2020$883 $499 $659 $1,158 $(318)$43 $
Total realized / unrealized gains (losses)
Included in net income(327)(318)(a)(315)(12)
Included in noncurrent payables to affiliates18 18 (18)
Included in regulatory assets/liabilities32 14 (b)18 
Change in collateral(79)(79)(79)
Purchases, sales, issuances and settlements
Purchases66 65 66 
Sales(3)(3)(3)
Settlements(3)(3)
Transfers out of Level 3(c)
Balance at September 30, 2020$581 $518 $333 $851 $(304)$34 $
The amount of total (losses) gains included in income attributed to the change in unrealized gains (losses) related to assets and liabilities as of September 30, 2020$(222)$$(213)$(210)$$(12)$
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(Dollars in millions, except per share data, unless otherwise noted)

Note 13 — Fair Value of Financial Assets and Liabilities
ExelonGenerationComEdPHI and Pepco
Nine months ended September 30, 2020TotalNDT Fund
Investments
Mark-to-Market
Derivatives
Total GenerationMark-to-Market
Derivatives
Life Insurance ContractsEliminated in Consolidation
Balance as of December 31, 2019$1,068 $511 $817 $1,328 $(301)$41 $
Total realized / unrealized gains (losses)
Included in net income(483)(474)(a)(473)(10)
Included in noncurrent payables to affiliates17 17 (17)
Included in regulatory assets14 (3)(b)17 
Change in collateral(120)(120)(120)
Purchases, sales, issuances and settlements
Purchases136 130 136 
Sales(27)(27)(27)
Settlements(15)(18)(18)
Transfers into Level 3(5)(6)(c)(5)
Transfers out of Level 313 13 (c)13 
Balance as of September 30, 2020$581 $518 $333 $851 $(304)$34 $
The amount of total (losses) gains included in income attributed to the change in unrealized gains (losses) related to assets and liabilities as of September 30, 2020$(107)$$(98)$(97)$$(10)$
ExelonGenerationComEdPHI and Pepco
Three Months Ended September 30, 2019TotalNDT Fund
Investments
Mark-to-Market
Derivatives
Total GenerationMark-to-Market
Derivatives
Life Insurance ContractsEliminated in Consolidation
Balance as of June 30, 2019$1,179 $539 $873 $1,412 $(273)$40 $
Total realized / unrealized gains (losses)
Included in net income(171)(173)(a)(171)
Included in noncurrent payables to affiliates11 11 (11)
Included in regulatory assets(7)(b)11 
Change in collateral41 41 41 
Purchases, sales, issuances and settlements
Purchases53 52 53 
Sales(22)(21)(1)(22)
Settlements(18)(18)(18)
Transfers into Level 3(c)
Transfers out of Level 3(11)(11)(c)(11)
Balance as of September 30, 2019$1,056 $514 $782 $1,296 $(280)$40 $
The amount of total (losses) gains included in income attributed to the change in unrealized gains (losses) related to assets and liabilities as of September 30, 2019$(18)$$(20)$(18)$$$
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(Dollars in millions, except per share data, unless otherwise noted)

Note 13 — Fair Value of Financial Assets and Liabilities
ExelonGenerationComEdPHI and Pepco
Nine Months Ended September 30, 2019TotalNDT Fund
Investments
Mark-to-Market
Derivatives
Total GenerationMark-to-Market
Derivatives
Life Insurance ContractsEliminated in Consolidation
Balance as of December 31, 2018$907 $543 $575 $1,118 $(249)$38 $
Total realized / unrealized gains (losses)
Included in net income(125)(132)(a)(127)
Included in noncurrent payables to affiliates32 32 (32)
Included in regulatory assets(31)(b)32 
Change in collateral227 227 227 
Purchases, sales, issuances and settlements
Purchases163 43 120 163 
Sales(23)(21)(2)(23)
Settlements(88)(88)(88)
Transfers into Level 3(c)
Transfers out of Level 3(11)(11)(c)(11)
Balance as of September 30, 2019$1,056 $514 $782 $1,296 $(280)$40 $
The amount of total gains (losses) included in income attributed to the change in unrealized gains (losses) related to assets and liabilities as of September 30, 2019$173 $$166 $171 $$$
__________
(a)Includes a reduction for the reclassification of $105 million and $376 million of realized losses due to the settlement of derivative contracts for the three and nine months ended September 30, 2020. Includes a reduction for the reclassification of $153 million and $298 million of realized losses due to the settlement of derivative contracts for the three and nine months ended September 30, 2019.
(b)Includes 1) an increase in fair value of $9 million for the three months ended September 30, 2020 and a decrease in fair value of $7 million, $26 million, and $31 million for the three months ended September 30, 2019, nine months ended September 30, 2020, and nine months ended September 30, 2019, respectively, and 2) an increase in realized losses recorded in purchased power expense due to settlements associated with floating-to-fixed energy swap contracts with unaffiliated suppliers of $5 million, $4 million, $23 million, and $17 million for the three months ended September 30, 2020, three months ended September 30, 2019, nine months ended September 30, 2020, and nine months ended September 30, 2019, respectively.
(c)Transfers into and out of Level 3 generally occur when the contract tenor becomes less and more observable respectively, primarily due to changes in market liquidity or assumptions for certain commodity contracts.
The following tables present the income statement classification of the total realized and unrealized gains (losses) included in income for Level 3 assets and liabilities measured at fair value on a recurring basis during the three and nine months ended September 30, 2020 and 2019:
ExelonGenerationPHI and Pepco
Operating
Revenues
Purchased
Power and
Fuel
Operating and MaintenanceOther, netOperating
Revenues
Purchased
Power and
Fuel
Other, netOperating and Maintenance
Total realized losses for the three months ended September 30, 2020$(305)$(13)$(12)$$(305)$(13)$$(12)
Total realized losses for the nine months ended September 30, 2020(370)(104)(10)(370)(104)(10)
Total unrealized (losses) gains for the three months ended September 30, 2020(216)(12)(216)(12)
Total unrealized (losses) gains for the nine months ended September 30, 2020(50)(48)(10)(50)(48)(10)
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(Dollars in millions, except per share data, unless otherwise noted)

Note 13 — Fair Value of Financial Assets and Liabilities
ExelonGenerationPHI and Pepco
Operating
Revenues
Purchased
Power and
Fuel
Operating and MaintenanceOther, netOperating
Revenues
Purchased
Power and
Fuel
Other, netOperating and Maintenance
Total realized (losses) gains for the three months ended September 30, 2019$(25)$(148)$$$(25)$(148)$$
Total realized gains (losses) for the nine months ended September 30, 2019122 (254)122 (254)
Total unrealized gains (losses) for the three months ended September 30, 201999 (119)99 (119)
Total unrealized gains (losses) gains for the nine months ended September 30, 2019368 (202)368 (202)
Valuation Techniques Used to Determine Fair Value
Exelon’s valuation techniques used to measure the fair value of the assets and liabilities shown in the tables below are in accordance with the policies discussed in Note 17 — Fair Value of Financial Assets and Liabilities of the Exelon 2019 Form 10-K.
Valuation Techniques Used to Determine Net asset Value (Exelon and Generation)
Certain NDT Fund Investments are not classified within the fair value hierarchy and are included under the heading “Not subject to leveling” in the table above. These investments are measured at fair value using NAV per share as a practical expedient and include commingled funds, mutual funds which are not publicly quoted, managed private credit funds, private equity and real estate funds.
For commingled funds and mutual funds, which are not publicly quoted, the fair value is primarily derived from the quoted prices in active markets on the underlying securities and can typically be redeemed monthly with 30 or less days of notice and without further restrictions. For managed private credit funds, the fair value is determined using a combination of valuation models including cost models, market models, and income models and 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. These investments typically cannot be redeemed and are generally liquidated over a period of 8 to 10 years from the initial investment date, which is based on Exelon’s understanding of the investment funds. Private equity and real estate valuations are reported by the fund manager and are based on the valuation 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.
Deferred Purchase Price Consideration (Exelon and Generation)
Exelon and Generation have DPP consideration for the sale of certain receivables of retail electricity at Generation. This amount is valued based on the sales price of the receivables net of allowance for credit losses based on accounts receivable aging historical experience coupled with specific identification through a credit monitoring process, which considers current conditions and forward-looking information such as industry trends, macroeconomic factors, changes in the regulatory environment, external credit ratings, publicly available news, payment status, payment history, and the exercise of collateral calls. Since the DPP consideration is based on the sales price of the receivables, it is categorized as Level 2 in the fair value hierarchy. See Note 5 - Accounts Receivable for additional information on the sale of certain receivables.
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(Dollars in millions, except per share data, unless otherwise noted)

Note 13 — Fair Value of Financial Assets and Liabilities
Mark-to-Market Derivatives (Exelon, Generation and ComEd)
The table below discloses the significant inputs to the forward curve used to value mark-to-market derivatives.
Type of tradeFair Value at September 30, 2020Fair Value at December 31, 2019Valuation
Technique
Unobservable
Input
2020 Range & Arithmetic Average2019 Range & Arithmetic Average
Mark-to-market derivatives — Economic Hedges (Exelon and Generation)(a)(b)
$218 $558 Discounted
Cash Flow
Forward power
price
$9-$113$29$9-$180$29
Forward gas
price
$1.84-$4.69$2.77$0.83-$10.72$2.55
Option
Model
Volatility
percentage
10%-160%57%8%-236%70%
Mark-to-market derivatives — Proprietary trading (Exelon and Generation)(a)(b)
$21 $45 Discounted
Cash Flow
Forward power
price
$9-$115$31$25-$180$33
Mark-to-market derivatives (Exelon and ComEd)$(304)$(301)Discounted
Cash Flow
Forward heat
rate
(c)
8x-9x8.85x9x-10x9.68x
Marketability
reserve
3%-8%4.93%3%-7%4.95%
Renewable
factor
91%-123%99%91%-123%99%
__________
(a)The valuation techniques, unobservable inputs, ranges and arithmetic averages are the same for the asset and liability positions.
(b)The fair values do not include cash collateral posted on level three positions of $94 million and $214 million as of September 30, 2020 and December 31, 2019, 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 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.

14. Commitments and Contingencies
(All Registrants)

The following is an update to the current status of commitments and contingencies set forth in Note 18 of the Exelon 2019 Form 10-K.
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 September 30, 2019:2020:
DescriptionExelon PHI Pepco DPL ACE
Total commitments$513
 $320
 $120
 $89
 $111
Remaining commitments(a)
112
 82
 67
 9
 6
119

_________
(a)Remaining commitments extend through 2026 and include rate credits, energy efficiency programs. and delivery system modernization.


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

Note 14 — Commitments and Contingencies
DescriptionExelonPHIPepcoDPLACE
Total commitments$513 $320 $120 $89 $111 
Remaining commitments(a)
87 69 57 
__________
(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$135 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 September 30, 2019,2020, 27 MWs of new generation were developed and Exelon and Generation have incurred costs of $107 million.$118 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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(Dollars in millions, except per share data, unless otherwise noted)

Note 1614 — Commitments and Contingencies

Commercial Commitments (All Registrants). The Registrants’ commercial commitments as of September 30, 2019,2020, representing commitments potentially triggered by future events were as follows:
Expiration within
Total202020212022202320242025 and beyond
Exelon
Letters of credit$1,462 $224 $1,238 $$$$
Surety bonds(a)
1,056 388 641 27 
Financing trust guarantees378 378 
Guaranteed lease residual values(b)
28 14 
Total commercial commitments$2,924 $612 $1,881 $30 $$$392 
Generation
Letters of credit$1,447 $220 $1,227 $$$$
Surety bonds(a)
912 374 511 27 
Total commercial commitments$2,359 $594 $1,738 $27 $$$
ComEd
Letters of credit$$$$$$$
Surety bonds(a)
16 11 
Financing trust guarantees200 200 
Total commercial commitments$223 $$18 $$$$200 
PECO
Surety bonds(a)
$$$$$$$
Financing trust guarantees178 178 
Total commercial commitments$180 $$$$$$178 
BGE
Letters of credit$$$$$$$
Surety bonds(a)
Total commercial commitments$$$$$$— $
PHI
Surety bonds(a)
$21 $$18 $$$$
Guaranteed lease residual values(b)
28 14 
Total commercial commitments$49 $$20 $$$$14 
Pepco
Surety bonds(a)
$14 $$14 $$$$
Guaranteed lease residual values(b)
Total commercial commitments$23 $$14 $$$$
DPL
Surety bonds(a)
$$$$$$$
Guaranteed lease residual values(b)
12 
Total commercial commitments$16 $$$$$$
ACE
Surety bonds(a)
$$$$$$$
Guaranteed lease residual values(b)
Total commercial commitments$10 $$$$$$
   Expiration within
 Total 2019 2020 2021 2022 2023 2024 and beyond
Exelon             
Letters of credit$1,718
 $1,192
 $515
 $11
 $
 $
 $
Surety bonds(a)
991
 315
 638
 38
 
 
 
Financing trust guarantees378
 
 
 
 
 
 378
Guaranteed lease residual values(b)
26
 
 2
 3
 4
 3
 15
Total commercial commitments$3,113
 $1,507
 $1,155
 $52
 $4

$3
 $393
              
Generation             
Letters of credit$1,686
 $1,179
 $496
 $11
 $
 $
 $
Surety bonds(a)
790
 298
 492
 
 
 
 
Total commercial commitments$2,476
 $1,477
 $988
 $11
 $
 $
 $
              
ComEd             
Letters of credit$7
 $4
 $3
 $
 $
 $
 $
Surety bonds(a)
50
 5
 43
 2
 
 
 
Financing trust guarantees200
 
 
 
 
 
 200
Total commercial commitments$257
 $9
 $46
 $2
 $
 $
 $200
              
PECO             
Surety bonds(a)
$9
 $1
 $8
 $
 $
 $
 $
Financing trust guarantees178
 
 
 
 
 
 178
Total commercial commitments$187
 $1
 $8
 $
 $
 $
 $178
              
BGE             
Letters of credit$8
 $2
 $6
 $
 $
 $
 $
Surety bonds(a)
17
 2
 15
 
 
 
 
Total commercial commitments$25
 $4
 $21
 $
 $
 $
 $
              
PHI             
Letters of credit$11
 $1
 $10
 $
 $
 $
 $
Surety bonds(a)
24
 5
 19
 
 
 
 
Guaranteed lease residual values(b)
26
 
 2
 3
 4
 3
 15
Total commercial commitments$61
 $6
 $31
 $3
 $4
 $3
 $15
              
Pepco             
Letters of credit$10
 $
 $10
 $
 $
 $
 $
Surety bonds(a)
17
 2
 15
 
 
 
 
Guaranteed lease residual values(b)
9
 
 
 1
 1
 1
 6
Total commercial commitments$36
 $2
 $25
 $1
 $1
 $1
 $6
              
DPL             
Letters of credit$1
 $1
 $
 $
 $
 $
 $
Surety bonds(a)
4
 2
 2
 
 
 
 
Guaranteed lease residual values(b)
11
 
 1
 1
 2
 1
 6
Total commercial commitments$16
 $3
 $3
 $1
 $2
 $1
 $6
              
ACE             
Surety bonds(a)
$3
 $1
 $2
 $
 $
 $
 $
Guaranteed lease residual values(b)
7
 
 1
 1
 1
 1
 3
Total commercial commitments$10
 $1
 $3
 $1
 $1
 $1
 $3
__________

(a)Surety bonds—Guarantees issued related to contract and commercial agreements, excluding bid bonds.
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Note 1614 — Commitments and Contingencies

_________
(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 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 $68 million guaranteed by Exelon and PHI, of which $22(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 $74 million guaranteed by Exelon and PHI, of which $25 million, $31 million, and $18 million, $29 million and $17 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.
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 or others, or whether such costs will be recoverable from third parties, including customers. Additional costs could have a material, unfavorable impact inon the Registrants' financial statements.
MGP Sites (Exelon ComEd, PECO, BGE, PHI and DPL)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 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 leastleast 2025.
PECO hashas 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 2022.2023.
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 2021.2023.
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.

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Note 1614 — Commitments and Contingencies

As of September 30, 20192020 and December 31, 2018,2019, 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:
September 30, 2019 December 31, 2018September 30, 2020December 31, 2019
Total environmental
investigation and
remediation liabilities
 
Portion of total related to
MGP investigation and
remediation
 
Total environmental
investigation and
remediation liabilities
 
Portion of total related to
MGP investigation and
remediation
Total environmental
investigation and
remediation liabilities
Portion of total related to
MGP investigation and
remediation
Total environmental
investigation and
remediation liabilities
Portion of total related to
MGP investigation and
remediation
Exelon$507

$346
 $496

$356
Exelon$494 $320 $478 $320 
Generation107
 
 108
 
Generation125 105 
ComEd328
 327
 329
 327
ComEd299 298 304 303 
PECO20
 18
 27
 25
PECO23 22 19 17 
BGE3
 1
 5
 4
BGE
PHI49


 27


PHI45 48 
Pepco47
 
 25
 
Pepco43 46 
DPL1
 
 1
 
DPL
ACE1
 
 1
 
ACE
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.
In September 2018, the EPA issued its Record of Decision (ROD) Amendment for the selection of thea final remedy. The ROD Amendment modified the EPA’sremedy previously proposed plan forselected by EPA in its 2008 ROD. While the ROD required only that the radiological materials and other wastes at the site be capped, the ROD Amendment requires partial excavation of the radiological materials by reducingin addition to the depths of the excavation.previously selected capping remedy. The ROD Amendment 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.by early 2022. In March 2019 the PRPs received Special Notice Letters from the EPA to perform the Remedial Action work. The EPA has establishedOn October 8, 2019, Cotter (Generation’s indemnitee) provided a deadline of October 2019 for the PRPs to provide anon-binding good faith offer to conduct, or finance, the Remedial Action work. This schedule can be extended by the EPA pending completiona portion of the Remedial Design.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’sCotter'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 RI/FS. The

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Note 1614 — Commitments and Contingencies

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$30 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 (now Generation'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 202028, 2021 so that settlement discussions couldcan proceed. On August 3, 2020, the DOJ advised Cotter and the other PRPs that it is seeking approximately $90 million from all the PRPs and that the PRPs must submit a good faith joint proposed settlement offer by December 1, 2020. 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 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.
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. Once the RI work is completed,In September 2019, Pepco and Generation will issueissued a draft “final” RI report for reviewwhich DOEE approved on February 3, 2020, following a 45-day public comment period and comment by DOEE and the public.a public meeting. Pepco and Generation will then proceed to developare developing a 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 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
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Note 14 — Commitments and Contingencies
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

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Note 16 — Commitments and Contingencies

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. The District of Columbia Council has set a deadline of December 31, 2019 for completion of the Record of Decision. An appropriate liability for Pepco’s share of investigation costs has been accrued and is included in the table above.
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. A draft FS,On December 27, 2019, DOEE released for review and comment by the public a Focused Feasibility Study (FFS) and a Proposed Plan (PP), and on September 30, 2020, DOEE released its Interim ROD. The Interim ROD reflects an adaptive management approach which Pepco believes will include the process to identify potential short-term remedies and actions based on the technical findingsrequire several identified “hot spots” in the RI reportriver to be addressed first while continuing to conduct studies and their estimated costs to monitor the extent possible, is being preparedriver 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 is expected later inallows for site specific remediation plans already underway, including the fourth quarter of 2019. DOEE and likely the National Park Service will continue to oversee ongoing remediation efforts and potential longer-term remediesplan for the Anacostia River.Benning Road site to proceed to conclusion. Pepco has 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 thatCERCLA separately requires federal and state (here including Washington, D.C.) Natural Resource Trustees (federal or state agencies designated by the President or the relevant state, respectively, or Indian tribes) to conduct an assessment of any damages to determine if any natural resources have been damagedwithin their jurisdiction 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 Damageremediated. The Trustees who are defined by CERCLA as thecan seek compensation from responsible parties for thesuch damages, including 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.costs. The assessment of Natural Resource Damages (NRD) assessment typically takes place following cleanup because cleanups sometimes also effectively restore habitat.affected natural resources. 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.
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 September 30, 20192020 and December 31, 2018,2019, Exelon and Generation had recorded estimated liabilities of approximately $83$91 million and $79$83 million, respectively, in total for asbestos-related bodily injury claims. As of September 30, 2019,2020, approximately $25$27 millionof this amount related to 257274 open claims presented to Generation, while the remaining $58$64 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. However, management cannot reasonably estimate a range of loss beyond the amounts recorded.
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,
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Note 14 — Commitments and Contingencies
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. Generation continuesaffirmed the decision of the EACC denying the City's petition. The City had until March 9, 2020 to believe thatappeal the City’s claim lacks merit. Accordingly, Generation has not recordeddecision and did not. As 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,

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Note 16 — Commitmentsresult, the decision is final and Contingencies

itthe case is resolved. It is reasonably possible that property taxes assessed in future periods, including those following the expiration of the current TIF Agreement inon June 30, 2020, could be material to Generation’s financial statements.
SubpoenasDeferred Prosecution Agreement (DPA) and Related Matters (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 (USAO) 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 IllinoisUSAO requiring production of records of any communications with certain individuals and entities. On October 22, 2019, the SEC notified Exelon and ComEd that it hashad also opened an investigation into their lobbying activities. On July 17, 2020, ComEd entered into a DPA with the USAO to resolve the USAO investigation. Under the DPA, the USAO filed a single charge alleging that ComEd improperly gave and offered to give jobs, vendor subcontracts, and payments associated with those jobs and subcontracts for the benefit of the Speaker of the Illinois House of Representatives and the Speaker’s associates, with the intent to influence the Speaker’s action regarding legislation affecting ComEd’s interests. The DPA provides that the USAO will defer any prosecution of such charge and any other criminal or civil case against ComEd in connection with the matters identified therein for a three-year period subject to certain obligations of ComEd, including payment to the U.S. Treasury of $200 million, with $100 million payable within thirty days of the filing of the DPA with the United States District Court for the Northern District of Illinois and an additional $100 million within ninety days of such filing date. The payments were recorded within Operating and maintenance expense in Exelon’s and ComEd’s Consolidated Statements of Operations and Comprehensive Income in the second quarter of 2020. The payments will not be recovered in rates or charged to customers and ComEd will not seek or accept reimbursement or indemnification from any source other than Exelon. Exelon made equity contributions to ComEd of $100 million in August 2020 and $100 million in October 2020. On August 13, 2020, a motion was filed in the U.S. District Court for the Northern District of Illinois by and on behalf of ComEd customers seeking to enjoin ComEd from paying these funds to the U.S. Treasury and requiring the U.S. government to establish a victims’ restitution fund from which the $200 million would be disbursed to ComEd customers. The U.S. government and ComEd filed briefs in opposition to this motion. The motion remains pending, and at the U.S. government's direction, the $200 million payment will not be transferred to the U.S. Treasury until the court rules on the motion. $100 million was recorded as Restricted cash and cash equivalents on Exelon’s and ComEd’s Consolidated Balance Sheets as of September 30, 2020 and $100 million was recorded as restricted cash in October 2020.
Exelon was not made a party to the DPA, and therefore the investigation by the USAO into Exelon’s activities ends with no charges being brought against Exelon.
The SEC’s investigation remains ongoing and 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 subpoenas orSEC investigation. No loss contingency has been reflected in Exelon's and ComEd's consolidated financial statements with respect to the SEC investigation.investigation, as this contingency is neither probable nor reasonably estimable at this time.
Subsequent to Exelon announcing the receipt of the subpoenas, various lawsuits have been filed and two demand letters have been received related to the subject of the subpoenas, the conduct described in the DPA and the SEC's investigation, including:
A putative class action lawsuit against Exelon and certain officers of Exelon and ComEd was filed in federal court in December 2019 alleging misrepresentations and omissions in Exelon’s SEC filings related to ComEd’s lobbying activities and the related investigations. The complaint was amended on September 16, 2020, to dismiss two of the original defendants and add other defendants, including ComEd.
A derivative shareholder lawsuit was filed against Exelon, its directors and certain officers of Exelon and ComEd in April 2020 alleging, among other things, breaches of fiduciary duties also purporting to relate to matters that are the subject of the subpoenas and the SEC investigation. The plaintiff voluntarily dismissed this derivative action without prejudice to refile on July 28, 2020.
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Note 14 — Commitments and Contingencies
Three putative class action lawsuits against ComEd and Exelon were filed in Illinois state court in the third quarter of 2020 seeking restitution and compensatory damages on behalf of ComEd customers. These three state cases were consolidated into a single action in October of 2020. In addition, on November 2, 2020, the Citizens Utility Board (CUB) filed a motion to intervene in the state cases pursuant to an Illinois statute allowing the CUB to intervene as a party or otherwise participate on behalf of utility consumers in any proceeding which affects the interest of utility consumers. The CUB has requested that the court stay the state cases pending the resolution of the federal cases, described below.
Four putative class action lawsuits against ComEd and Exelon were filed in federal court in the third quarter of 2020 alleging, among other things, civil violations of federal racketeering laws. In addition, the CUB filed a motion to intervene in these cases on October 22, 2020 and filed a proposed complaint against ComEd in conjunction with that motion alleging Racketeer Influenced and Corrupt Organization Act (RICO) and other causes of action on October 29, 2020.
Two shareholders sent letters to the Exelon Board of Directors in the third quarter of 2020 demanding, among other things, that the Exelon Board of Directors investigate and address alleged breaches of fiduciary duties and other alleged violations by Exelon and ComEd officers and directors related to the conduct described in the DPA.
No loss contingencies have been reflected in Exelon’s and ComEd’s consolidated financial statements with respect to these matters, as such contingencies are neither probable nor reasonably estimable at this time.
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.
15. Changes in Accumulated Other Comprehensive Income (Exelon)
The following tables present changes in Exelon's AOCI, net of tax, by component:
Three Months Ended September 30, 2020Losses on Cash Flow Hedges
Pension and
Non-Pension
Postretirement
Benefit Plan
Items (a)
Foreign
Currency
Items
Total
Beginning balance$(3)$(3,096)$(33)$(3,132)
OCI before reclassifications(1)(13)(11)
Amounts reclassified from AOCI39 39 
Net current-period OCI(1)26 28 
Ending balance$(4)$(3,070)$(30)$(3,104)
Three Months Ended September 30, 2019Losses on Cash Flow Hedges
Pension and
Non-Pension
Postretirement
Benefit Plan
Items (a)
Foreign
Currency
Items
AOCI of
Investments in Unconsolidated Affiliates (b)
Total
Beginning balance$(2)$(2,957)$(29)$(2)$(2,990)
OCI before reclassifications(2)
Amounts reclassified from AOCI21 23 
Net current-period OCI27 (2)27 
Ending balance$(2)$(2,930)$(31)$$(2,963)
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(Dollars in millions, except per share data, unless otherwise noted)

Note 15 — Changes in Accumulated Other Comprehensive Income
Nine Months Ended September 30, 2020Losses on Cash Flow Hedges
Pension and
Non-Pension
Postretirement
Benefit Plan
Items (a)
Foreign
Currency
Items
Total
Beginning balance$(2)$(3,165)$(27)$(3,194)
OCI before reclassifications(2)(17)(3)(22)
Amounts reclassified from AOCI112 112 
Net current-period OCI(2)95 (3)90 
Ending balance$(4)$(3,070)$(30)$(3,104)
Nine Months Ended September 30, 2019Losses on Cash Flow Hedges
Pension and
Non-Pension
Postretirement
Benefit Plan
Items (a)
Foreign
Currency
Items
AOCI of
Investments in Unconsolidated Affiliates (b)
Total
Beginning balance$(2)$(2,960)$(33)$$(2,995)
OCI before reclassifications(32)(2)(32)
Amounts reclassified from AOCI62 64 
Net current-period OCI30 32 
Ending balance$(2)$(2,930)$(31)$$(2,963)
_________
(a)AOCI amounts are included in the computation of net periodic pension and OPEB cost. See Note 10 — 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.
The following table presents income tax benefit (expense) allocated to each component of Exelon's other comprehensive income (loss):
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
Pension and non-pension postretirement benefit plans:
Prior service benefit reclassified to periodic benefit cost$$$12 $18 
Actuarial loss reclassified to periodic benefit cost(16)(13)(50)(39)
Pension and non-pension postretirement benefit plans valuation adjustment14 

16. Variable Interest Entities (Exelon, Generation, PHI and ACE)
At September 30, 2020 and December 31, 2019, 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 September 30, 2020 and December 31, 2019. 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 footnote to the table below, are such that creditors, or beneficiaries, do not have recourse to the general credit of Exelon, Generation, PHI, and ACE.
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(Dollars in millions, except per share data, unless otherwise noted)
Note 16 — Variable Interest Entities


September 30, 2020December 31, 2019
ExelonGeneration
PHI (a)
ACEExelonGeneration
PHI (a)
ACE
Cash and cash equivalents$148 $148 $$$163 $163 $$
Restricted cash and cash equivalents52 48 88 85 
Accounts receivable
Customer151 151 151 151 
Other39 39 39 39 
Unamortized energy contract assets22 22 23 23 
Inventories, net
Materials and supplies241 241 227 227 
Other current assets781 776 32 31 
Total current assets1,434 1,425 723 719 
Property, plant, and equipment, net5,865 5,865 6,022 6,022 
Nuclear decommissioning trust funds2,785 2,785 2,741 2,741 
Unamortized energy contract assets253 253 250 250 
Other noncurrent assets49 38 11 10 89 73 16 14 
Total noncurrent assets8,952 8,941 11 10 9,102 9,086 16 14 
Total assets (b)
$10,386 $10,366 $20 $14 $9,825 $9,805 $20 $17 
Long-term debt due within one year$134 $109 $25 $20 $544 $523 $21 $20 
Accounts payable81 81 106 106 
Accrued expenses63 63 70 70 
Unamortized energy contract liabilities
Other current liabilities26 26 
Total current liabilities309 284 25 20 731 710 21 20 
Long-term debt913 906 527 504 23 21 
Asset retirement obligations2,210 2,210 2,128 2,128 
Unamortized energy contract liabilities
Other noncurrent liabilities106 106 89 89 
Total noncurrent liabilities3,230 3,223 2,745 2,722 23 21 
Total liabilities (c)
$3,539 $3,507 $32 $26 $3,476 $3,432 $44 $41 
_________
(a)Includes certain purchase accounting adjustments not pushed down to the ACE standalone entity.
(b)Exelon’s and Generation’s balances include unrestricted assets for current unamortized energy contract assets of $22 million and $23 million, Property, plant, and equipment of $1 million and $20 million, non-current unamortized energy contract assets of $253 million and $250 million, and other unrestricted assets of $8 million and $0 million as of September 30, 2020 and December 31, 2019, respectively
(c)Exelon’s and Generation’s balances include liabilities with recourse of $8 million and $3 million as of September 30, 2020 and December 31, 2019, respectively.

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(Dollars in millions, except per share data, unless otherwise noted)
Note 16 — Variable Interest Entities


As of September 30, 2020 and December 31, 2019, 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 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.
Bluestem Wind Energy Holdings, LLC - 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 of the Exelon 2019 Form 10-K 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.
NER - A bankruptcy remote, special purpose entity which is 100% owned by Generation, which purchases certain of Generation’s customer accounts receivable arising from the sale of retail electricity.

NER’s assets will be available first and foremost to satisfy the claims of the creditors of NER. See Note 5 - Accounts Receivable for additional information on the sale of receivables.

Equity capitalization is insufficient to support its operations.


Generation conducts all 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.
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 sixty-day advance notice period.
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 and the FERC. The FERC approval was obtained on July 30, 2020. From the date the put was exercised, the process and regulatory approvals could take one to two years to complete.
See Note 2 - Mergers, Acquisitions and Dispositions of the Exelon 2019 Form 10-K for additional information regarding the Put Option Agreement with EDF.
Exelon and Generation, where indicated, provide the following support to CENG:
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 of the Exelon 2019 Form 10-K for more details,
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(Dollars in millions, except per share data, unless otherwise noted)
Note 16 — Variable Interest Entities


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 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 12— Debt and Credit Agreements for additional information on ExGen Renewables IV.
As of September 30, 2020 and December 31, 2019, 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 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 ATF. 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 September 30, 2020 and December 31, 2019, 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.
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(Dollars in millions, except per share data, unless otherwise noted)
Note 16 — Variable Interest Entities


The following table presents summary information about Exelon's and Generation’s significant unconsolidated VIE entities:
September 30, 2020December 31, 2019
Commercial
Agreement
VIEs
Equity
Investment
VIEs
TotalCommercial
Agreement
VIEs
Equity
Investment
VIEs
Total
Total assets(a)
$736 $409 $1,145 $636 $443 $1,079 
Total liabilities(a)
216 225 441 33 227 260 
Exelon's ownership interest in VIE(a)
163 163 191 191 
Other ownership interests in VIE(a)
520 21 541 604 25 629 
_________
(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. Exelon and Generation do not have any exposure to loss as they do not have a carrying amount in the equity investment VIEs as of September 30, 2020 and December 31, 2019.
As of September 30, 2020 and December 31, 2019, 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 another distributed energy company (See Consolidated VIEs disclosure above).

Generation fully impaired this investment in the third quarter of 2019. See Note 11— Asset Impairments of the Exelon 2019 Form 10-K 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.

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

Note 17 — Supplemental Financial Information
17. Supplemental Financial Information (All Registrants)
Supplemental Statement of Operations Information
The following tables provide additional information about material items recorded in the Registrants' Consolidated Statements of Operations and Comprehensive Income.
Operating revenues
ExelonGenerationPHIDPL
Three Months Ended September 30, 2020
Operating lease income$30 $28 $$
Variable lease income76 76 
Three Months Ended September 30, 2019
Operating lease income$30 $29 $$
Variable lease income80 80 
Nine Months Ended September 30, 2020
Operating lease income$48 $43 $$
Variable lease income225 224 
Nine Months Ended September 30, 2019
Operating lease income$48 $44 $$
Variable lease income209 206 
Taxes other than income taxes
Taxes other than incomeExelonGenerationComEdPECOBGEPHIPepcoDPLACE
Three Months Ended September 30, 2020Three Months Ended September 30, 2020
Utility taxes(a)
Utility taxes(a)
$237 $26 $66 $41 $21 $83 $77 $$
PropertyProperty152 66 42 32 21 10 
PayrollPayroll59 29 
Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Three Months Ended September 30, 2019Three Months Ended September 30, 2019                Three Months Ended September 30, 2019
Utility taxes(a)
$241
 $29
 $66
 $38
 $21
 $86
 $81
 $5
 $
Utility taxes(a)
$241 $29 $66 $38 $21 $86 $81 $$
Property148
 66
 7
 5
 39
 31
 21
 9
 
Property148 66 39 31 21 
Payroll57
 28
 7
 3
 4
 6
 2
 1
 1
Payroll57 28 
                 
Three Months Ended September 30, 2018                
Nine Months Ended September 30, 2020Nine Months Ended September 30, 2020
Utility taxes(a)
$253
 $32
 $67
 $39
 $23
 $92
 $87
 $5
 $
Utility taxes(a)
$651 $75 $181 $102 $65 $228 $210 $16 $
Property145
 70
 7
 4
 37
 26
 16
 9
 
Property449 199 23 12 121 94 63 29 
Payroll58
 31
 6
 3
 4
 5
 1
 1
 1
Payroll183 88 21 12 13 21 
                 
Nine Months Ended September 30, 2019Nine Months Ended September 30, 2019                Nine Months Ended September 30, 2019
Utility taxes(a)
$672
 $87
 $183
 $102
 $68
 $231
 $217
 $14
 $
Utility taxes(a)
$672 $87 $183 $102 $68 $231 $217 $14 $
Property444
 205
 22
 12
 114
 91
 64
 25
 2
Property444 205 22 12 114 91 64 25 
Payroll185
 92
 21
 11
 13
 20
 5
 3
 2
Payroll185 92 21 11 13 20 
                 
Nine Months Ended September 30, 2018                
Utility taxes(a)
$705
 $92
 $188
 $102
 $70
 $253
 $238
 $15
 $
Property416
 204
 22
 12
 106
 71
 45
 24
 2
Payroll191
 99
 20
 11
 12
 19
 5
 3
 2
___________________
(a)Generation’s utility tax represents gross receipts tax related to its retail operations, and the Utility Registrants' utility taxes represents 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.

(a)Generation’s utility tax represents gross receipts tax related to its retail operations, and the Utility Registrants' utility taxes represents 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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(Dollars in millions, except per share data, unless otherwise noted)

Note 17 — Supplemental Financial Information

Other, Net
ExelonGenerationComEdPECOBGE PHIPepcoDPLACE
Three Months Ended September 30, 2020
Decommissioning-related activities:
Net realized income on NDT funds(a)
Regulatory agreement units$50 $50 $— $— $— $— $— $— $— 
Non-regulatory agreement units23 23 — — — — — — — 
Net unrealized gains on NDT funds
Regulatory agreement units398 398 — — — — — — — 
Non-regulatory agreement units254 254 — — — — — — — 
Regulatory offset to NDT fund-related activities(b)
(359)(359)— — — — — — — 
Decommissioning-related activities366 366 — — — — — — — 
AFUDC — Equity27 
Non-service net periodic benefit cost15 — — — — — — — — 
Three Months Ended September 30, 2019
Decommissioning-related activities:
Net realized income on NDT funds(a)
Regulatory agreement units$67 $67 $— $— $— $— $— $— $— 
Non-regulatory agreement units33 33 — — — — — — — 
Net unrealized gains on NDT funds
Regulatory agreement units89 89 — — — — — — — 
Non-regulatory agreement units55 55 — — — — — — — 
Regulatory offset to NDT fund-related activities(b)
(125)(125)— — — — — — — 
Decommissioning-related activities119 119 — — — — — — — 
AFUDC — Equity22 
Non-service net periodic benefit cost(2)— — — — — — — — 
134
 Other, Net
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Three Months Ended September 30, 2019                
Decommissioning-related activities:                 
Net realized income on NDT funds(a)
                 
Regulatory agreement units$67
 $67
 $
 $
 $
 $
 $
 $
 $
Non-regulatory agreement units33
 33
 
 
 
 
 
 
 
Net unrealized gains on NDT funds                 
Regulatory agreement units89
 89
 
 
 
 
 
 
 
Non-regulatory agreement units55
 55
 
 
 
 
 
 
 
Regulatory offset to NDT fund-related activities(b)
(125) (125) 
 
 
 
 
 
 
Decommissioning-related activities119
 119
 
 
 


 
 
 
AFUDC — Equity22
 
 4
 3
 6
 9
 7
 1
 1
Non-service net periodic benefit cost(2) 
 
 
 
 
 
 
 
                  
Three Months Ended September 30, 2018                
Decommissioning-related activities:                 
Net realized income on NDT funds(a)
                 
Regulatory agreement units$214
 $214
 $
 $
 $
 $
 $
 $
 $
Non-regulatory agreement units58
 58
 
 
 
 
 
 
 
Net unrealized (losses) gains on NDT funds                 
Regulatory agreement units(66) (66) 
 
 
 
 
 
 
Non-regulatory agreement units72
 72
 
 
 
 
 
 
 
Regulatory offset to NDT fund-related activities(b)
(110) (110) 
 
 
 
 
 
 
Decommissioning-related activities168
 168
 
 
 




 
 
AFUDC — Equity16
 
 4
 1
 5
 6
 6
 
 
Non-service net periodic benefit cost(12) 
 
 
 
 
 
 
 


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

Note 17 — Supplemental Financial Information

Other, net
ExelonGenerationComEdPECOBGEPHIPepcoDPLACE
Nine Months Ended September 30, 2020
Decommissioning-related activities:
Net realized income on NDT funds(a)
Regulatory agreement units$127 $127 $— $— $— $— $— $— $— 
Non-regulatory agreement units127 127 — — — — — — — 
Net unrealized gains on NDT funds
Regulatory agreement units111 111 — — — — — — — 
Non-regulatory agreement units— — — — — — — 
Regulatory offset to NDT fund-related activities(b)
(192)(192)— — — — — — — 
Decommissioning-related activities174 174 — — — — — — — 
AFUDC — Equity76 22 12 16 26 20 
Non-service net periodic benefit cost38 — — — — — — — — 
Nine Months Ended September 30, 2019
Decommissioning-related activities:
Net realized income on NDT funds(a)
Regulatory agreement units$197 $197 $— $— $— $— $— $— $— 
Non-regulatory agreement units316 316 — — — — — — — 
Net unrealized gains on NDT funds
Regulatory agreement units565 565 — — — — — — — 
Non-regulatory agreement units236 236 — — — — — — — 
Regulatory offset to NDT fund-related activities(b)
(611)(611)— — — — — — — 
Decommissioning-related activities703 703 — — — — — — — 
AFUDC — Equity64 13 16 26 18 
Non-service net periodic benefit cost— — — �� — — — — 
__________
(a)Realized income includes interest, dividends and realized gains and losses on sales of NDT fund investments.
(b)Includes the elimination of decommissioning-related activities for the Regulatory Agreement Units, including the elimination of income taxes related to all NDT fund activity for those units. See Note 9 — Asset Retirement Obligations of the Exelon 2019 Form 10-K for additional information regarding the accounting for nuclear decommissioning.
135
 Other, Net
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Nine Months Ended September 30, 2019                
Decommissioning-related activities:                 
Net realized income on NDT funds(a)
                 
Regulatory agreement units$197
 $197
 $
 $
 $
 $
 $
 $
 $
Non-regulatory agreement units316
 316
 
 
 
 
 
 
 
Net unrealized gains on NDT funds                 
Regulatory agreement units565
 565
 
 
 
 
 
 
 
Non-regulatory agreement units236
 236
 
 
 
 
 
 
 
Regulatory offset to NDT fund-related activities(b)
(611) (611) 
 
 
 
 
 
 
Decommissioning-related activities703
 703
 
 
 
 
 
 
 
AFUDC — Equity64
 
 13
 9
 16
 26
 18
 3
 4
Non-service net periodic benefit cost8
 
 
 
 
 
 
 
 
                  
Nine Months Ended September 30, 2018                
Decommissioning-related activities:                 
Net realized income on NDT funds(a)
                 
Regulatory agreement units$476
 $476
 $
 $
 $
 $
 $
 $
 $
Non-regulatory agreement units257
 257
 
 
 
 
 
 
 
Net unrealized losses on NDT funds                 
Regulatory agreement units(335) (335) 
 
 
 
 
 
 
Non-regulatory agreement units(143) (143) 
 
 
 
 
 
 
Regulatory offset to NDT fund-related activities(b)
(110) (110) 
 
 
 
 
 
 
Decommissioning-related activities145
 145
 
 
 
 


 
 
AFUDC — Equity47
 
 12
 3
 13
 19
 17
 2
 
Non-service net periodic benefit cost(33) 
 
 
 
 
 
 
 

_________
(a)Realized income includes interest, dividends and realized gains and losses on sales of NDT fund investments.
(b)Includes the elimination of decommissioning-related activities for the Regulatory Agreement Units, including the elimination of income taxes related to all NDT fund activity for those units. See Note 15 — Asset Retirement Obligations of the Exelon 2018 Form 10-K for additional information regarding the accounting for nuclear decommissioning.

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

Note 17 — 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
ExelonGenerationComEdPECOBGEPHIPepcoDPLACE
Nine Months Ended September 30, 2020
Property, plant, and equipment(a)
$2,831 $1,121 $689 $238 $293 $436 $191 $116 $104 
Amortization of regulatory assets(a)
434 152 21 112 149 91 27 30 
Amortization of intangible assets, net(a)
47 40 
Amortization of energy contract assets and liabilities(b)
24 22 — — — — — — — 
Nuclear fuel(c)
708 708 — — — — — — — 
ARO accretion(d)
375 375 
Total depreciation, amortization and accretion$4,419 $2,266 $841 $259 $405 $585 $282 $143 $134 
Nine Months Ended September 30, 2019
Property, plant, and equipment(a)
$2,803 $1,184 $661 $225 $263 $405 $178 $109 $89 
Amortization of regulatory assets(a)
390 106 22 105 157 103 29 25 
Amortization of intangible assets, net(a)
44 37 
Amortization of energy contract assets and liabilities(b)
14 14 — — — — — — — 
Nuclear fuel(c)
771 771 — — — — — — — 
ARO accretion(d)
371 371 
Total depreciation, amortization and accretion$4,393 $2,377 $767 $247 $368 $562 $281 $138 $114 
 Depreciation, amortization and accretion
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Nine Months Ended September 30, 2019                
Property, plant and equipment(a)
$2,803
 $1,184
 $661
 $225
 $263
 $405
 $178
 $109
 $89
Amortization of regulatory assets(a)
390
 
 106
 22
 105
 157
 103
 29
 25
Amortization of intangible assets, net(a)
44
 37
 
 
 
 
 
 
 
Amortization of energy contract assets and liabilities(b)
14
 14
 
 
 
 
 
 
 
Nuclear fuel(c)
771
 771
 
 
 
 
 
 
 
ARO accretion(d)
371
 371
 
 
 
 
 
 
 
Total depreciation, amortization and accretion$4,393

$2,377

$767

$247

$368
 $562
 $281

$138

$114
                  
Nine Months Ended September 30, 2018                
Property, plant and equipment(a)
$2,829
 $1,347
 $613
 $204
 $249
 $355
 $161
 $97
 $70
Amortization of regulatory assets(a)
412
 
 83
 20
 109
 200
 125
 38
 37
Amortization of intangible assets, net(a)
43
 36
 
 
 
 
 
 
 
Amortization of energy contract assets and liabilities(b)
8
 8
 
 
 
 
 
 
 
Nuclear fuel(c)
852
 852
 
 
 
 
 
 
 
ARO accretion(d)
367
 365
 
 
 
 
 
 
 
Total depreciation, amortization and accretion$4,511

$2,608

$696

$224

$358
 $555
 $286

$135

$107
__________
_________(a)Included in Depreciation and amortization in the Registrants' Consolidated Statements of Operations and Comprehensive Income.
(a)Included in Depreciation and amortization in the Registrants' Consolidated Statements of Operations and Comprehensive Income.
(b)Included in Operating revenues or Purchased power and fuel expense in the Registrants’ Consolidated Statements of Operations and Comprehensive Income.
(c)Included in Purchased power and fuel expense in the Registrants’ Consolidated Statements of Operations and Comprehensive Income.
(d)Included in Operating and maintenance expense in the Registrants’ Consolidated Statements of Operations and Comprehensive Income.

(b)Included in Operating revenues or Purchased power and fuel expense in the Registrants’ Consolidated Statements of Operations and Comprehensive Income.
(c)Included in Purchased power and fuel expense in the Registrants’ Consolidated Statements of Operations and Comprehensive Income.
(d)Included in Operating and maintenance expense in the Registrants’ Consolidated Statements of Operations and Comprehensive Income.
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(Dollars in millions, except per share data, unless otherwise noted)

Note 17 — Supplemental Financial Information
Other non-cash operating activities
ExelonGenerationComEdPECOBGEPHIPepcoDPLACE
Nine Months Ended September 30, 2020
Pension and non-pension postretirement benefit costs$310 $89 $85 $$46 $52 $11 $$10 
Provision for uncollectible accounts130 16 23 38 12 41 24 15 
Other decommissioning-related activity(a)
(301)(301)— — — — — — — 
Energy-related options(b)
79 79 — — — — — — — 
True-up adjustments to decoupling mechanisms and formula rates(c)

66 51 (10)10 15 (20)15 20 
Severance Costs96 88 
Provision for excess and obsolete inventory119 118 (1)(1)
Long-term incentive plan(8)— — — — — — — — 
Amortization of operating ROU asset185 135 23 21 
Deferred Prosecution Agreement payments(d)
200 — 200 — — — — — — 
Nine Months Ended September 30, 2019
Pension and non-pension postretirement benefit costs$324 $98 $70 $$45 $71 $19 $11 $12 
Provision for uncollectible accounts89 20 26 22 16 
Other decommissioning-related activity(a)
(400)(400)— — — — — — — 
Energy-related options(b)
21 21 — — — — — — — 
True-up adjustments to decoupling mechanisms and formula rates(e)

72 80 (8)(9)
Long-term incentive plan33 — — — — — — — — 
Amortization of operating ROU asset193 138 23 26 
Change in environmental liabilities23 23 23 
__________
(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 9 — Asset Retirement Obligations of the Exelon 2019 Form 10-K 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)For ComEd, reflects the true-up adjustments in regulatory assets and liabilities associated with its distribution, energy efficiency, distributed generation, and transmission formula rates. For BGE, Pepco, and DPL, reflects the change in regulatory assets and liabilities associated with their decoupling mechanisms and transmission formula rates. For PECO and ACE, reflects the change in regulatory assets and liabilities associated with their transmission formula rates. See Note 2 — Regulatory Matters for additional information.
(d)See Note 14 — Commitments and Contingencies for additional information related to the Deferred Prosecution Agreement.
(e)For ComEd, reflects the true-up adjustments in regulatory assets and liabilities associated with its distribution and energy efficiency formula rates. For Pepco and DPL, reflects the change in regulatory assets and liabilities associated with their decoupling mechanisms. See Note 2 — Regulatory Matters for additional information.

 Other non-cash operating activities
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Nine Months Ended September 30, 2019                
Pension and non-pension postretirement benefit costs$324
 $98
 $70
 $9
 $45
 $71
 $19
 $11
 $12
Provision for uncollectible accounts89
 20
 26
 22
 5
 16
 7
 2
 6
Other decommissioning-related activity(a)
(400) (400) 
 
 
 
 
 
 
Energy-related options(b)
21
 21
 
 
 
 
 
 
 
Amortization of rate stabilization deferral(8) 
 
 
 
 (8) (9) 1
 
Discrete impacts from EIMA and FEJA(c)
80
 
 80
 
 
 
 
 
 
Long-term incentive plan33
 
 
 
 
 
 
 
 
Amortization of operating ROU asset193
 138
 2
 
 23
 26
 6
 7
 4
Change in environmental liabilities23
 
 
 
 
 23
 23
 
 
                  
Nine Months Ended September 30, 2018                
Pension and non-pension postretirement benefit costs$435
 $151
 $133
 $14
 $43
 $51
 $10
 $5
 $10
Provision for uncollectible accounts133
 38
 30
 25
 6
 32
 12
 6
 14
Other decommissioning-related activity(a)
(39) (39) 
 
 
 
 
 
 
Energy-related options(b)
4
 4
 
 
 
 
 
 
 
Amortization of rate stabilization deferral
 
 
 
 
 
 
 
 
Discrete impacts from EIMA and FEJA(c)
27
 
 27
 
 
 
 
 
 
Long-term incentive plan84
 
 
 
 
 
 
 
 
Asset retirement costs20
 
 
 
 
 20
 22
 (1) (1)
137
_______
(a)Includes the elimination of decommissioning-related 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 of the Exelon 2018 Form 10-K 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 in Operating revenues and expenses.
(c)Reflects the change in ComEd's distribution and energy efficiency formula rates. See Note 6 — Regulatory Matters for additional information.


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

Note 17 — Supplemental Financial 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.
ExelonGenerationComEdPECOBGEPHIPepcoDPLACE
September 30, 2020September 30, 2020
Cash and cash equivalentsCash and cash equivalents$1,858 $623 $76 $242 $326 $196 $125 $26 $13 
Restricted cashRestricted cash485 100 305 38 33 
Restricted cash included in other long-term assetsRestricted cash included in other long-term assets137 127 10 10 
Total cash, cash equivalents and restricted cashTotal cash, cash equivalents and restricted cash$2,480 $723 $508 $249 $327 $244 $158 $26 $27 
December 31, 2019December 31, 2019
Cash and cash equivalentsCash and cash equivalents$587 $303 $90 $21 $24 $131 $30 $13 $12 
Restricted cashRestricted cash358 146 150 36 33 
Restricted cash included in other long-term assetsRestricted cash included in other long-term assets177 163 14 14 
Total cash, cash equivalents and restricted cashTotal cash, cash equivalents and restricted cash$1,122 $449 $403 $27 $25 $181 $63 $13 $28 
Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
September 30, 2019                 September 30, 2019
Cash and cash equivalents$1,683
 $1,019
 $76
 $224
 $130
 $99
 $18
 $11
 $13
Cash and cash equivalents$1,683 $1,019 $76 $224 $130 $99 $18 $11 $13 
Restricted cash309
 126
 124
 6
 1
 38
 34
 
 3
Restricted cash309 126 124 38 34 
Restricted cash included in other long-term assets186
 
 171
 
 
 15
 
 
 15
Restricted cash included in other long-term assets186 171 15 15 
Total cash, cash equivalents and restricted cash$2,178
 $1,145
 $371
 $230
 $131
 $152
 $52
 $11
 $31
Total cash, cash equivalents and restricted cash$2,178 $1,145 $371 $230 $131 $152 $52 $11 $31 
                 
December 31, 2018                 December 31, 2018
Cash and cash equivalents$1,349
 $750
 $135
 $130
 $7
 $124
 $16
 $23
 $7
Cash and cash equivalents$1,349 $750 $135 $130 $$124 $16 $23 $
Restricted cash247
 153
 29
 5
 6
 43
 37
 1
 4
Restricted cash247 153 29 43 37 
Restricted cash included in other long-term assets185
 
 166
 
 
 19
 
 
 19
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
Total cash, cash equivalents and restricted cash$1,781 $903 $330 $135 $13 $186 $53 $24 $30 
                 
September 30, 2018                 
Cash and cash equivalents$1,918
 $1,187
 $124
 $102
 $113
 $153
 $12
 $110
 $11
Restricted cash240
 152
 12
 5
 3
 42
 35
 
 7
Restricted cash included in other long-term assets163
 
 144
 
 
 19
 
 
 19
Total cash, cash equivalents and restricted cash$2,321
 $1,339
 $280
 $107
 $116
 $214
 $47
 $110
 $37
                 
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
For additional information on restricted cash see Note 1 — Significant Accounting Policies of the Exelon 20182019 Form 10-K.
Supplemental Balance Sheet Information
The following tables provide additional information about material items recorded in the Registrants' Consolidated Balance Sheets.
 Unbilled customer revenues
 Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
September 30, 2019$1,256
 $676
 $212
 $102
 $103
 $163
 $91
 $38
 $34
December 31, 20181,656
 965
 223
 114
 168
 186
 97
 59
 30
138


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

Note 17 — Supplemental Financial Information

Supplemental Balance Sheet Information
The following tables provide additional information about material items recorded in the Registrants' Consolidated Balance Sheets.
Accrued expenses
Accrued expensesExelonGenerationComEdPECOBGEPHIPepcoDPLACE
Exelon Generation ComEd PECO BGE PHI Pepco DPL ACE
September 30, 2019                 
September 30, 2020September 30, 2020
Compensation-related accruals(a)
$880
 $336
 $133
 $48
 $63
 $86
 $26
 $17
 $13
Compensation-related accruals(a)
$898 $352 $147 $60 $72 $95 $31 $16 $14 
Taxes accrued431
 247
 56
 13
 64
 80
 61
 17
 3
Taxes accrued403 183 55 25 63 84 65 10 
Interest accrued421
 106
 62
 33
 36
 78
 37
 20
 19
Interest accrued440 79 64 36 40 80 38 21 21 
                 
December 31, 2018                 
December 31, 2019December 31, 2019
Compensation-related accruals(a)
$1,191
 $479
 $187
 $49
 $68
 $99
 $29
 $19
 $12
Compensation-related accruals(a)
$1,052 $422 $171 $58 $78 $101 $28 $19 $15 
Taxes accrued412
 226
 71
 28
 46
 74
 58
 4
 5
Taxes accrued414 222 83 26 117 90 14 
Interest accrued334
 77
 105
 33
 39
 50
 25
 8
 12
Interest accrued337 65 110 37 46 49 23 12 
_________
(a)Primarily includes accrued payroll, bonuses and other incentives, vacation and benefits.
__________
(a)Primarily includes accrued payroll, bonuses and other incentives, vacation and benefits.

18. Segment InformationRelated Party Transactions (All Registrants)
Operating segments for eachrevenues from affiliates
Generation
The following table presents Generation’s Operating revenues from affiliates, which are primarily recorded as Purchased power from affiliates and an immaterial amount recorded as Operating and maintenance expense from affiliates at the Utility Registrants:
 Three Months Ended September 30,Nine Months Ended September 30,
 2020201920202019
Operating revenues from affiliates:
ComEd(a)(b)
$71 $83 $241 $266 
PECO(c)
68 43 146 123 
BGE(d)
84 65 252 199 
PHI105 83 288 254 
Pepco(e)
80 66 219 188 
DPL(f)
21 14 60 50 
ACE(g)
16 
Other
Total operating revenues from affiliates (Generation)$331 $275 $932 $844 
__________
(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 the Registrants are determined based on information used by the CODM in deciding how to evaluate performancethree and allocate resources at eachnine months ended September 30, 2020 , respectively, ComEd’s Purchased power from Generation of the Registrants.
Exelon has 11 reportable segments, which include Generation's 5 reportable segments consisting$71 million and $252 million is recorded as Operating revenues from ComEd of the Mid-Atlantic, Midwest, New York, ERCOT$71 million and all other power regions referred to collectively as “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,$241 million and as such, no separate segment informationPurchased power and fuel from ComEd of less than $1 million and $11 million at Generation. For the three and nine months ended September 30, 2019 , respectively, ComEd’s Purchased power from Generation of $83 million and $270 million is provided for these Registrants. Exelon,recorded as Operating revenues from ComEd of $83 million and $266 million and as Purchased power and fuel from ComEd of less than $1 million and $4 million at Generation.
(c)Generation provides electric supply to PECO BGE, Pepco, DPL and ACE's CODMs evaluate the performance of and allocate resourcesunder contracts executed through PECO’s competitive procurement process. In addition, Generation has a ten-year agreement with PECO 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 5 reportable segments are as follows:
Mid-Atlanticsell solar AECs. 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.
New York represents operations within ISO-NY.
ERCOT represents operations within Electric Reliability Council of Texas.
Other Power Regions:
New England represents the operations within ISO-NE.
South represents operations in the FRCC, MISO’s Southern Region, and the remaining portions of the SERC not included within MISO or PJM.
West represents operations in the WECC, which includes 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’

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

Note 18 — Segment InformationRelated Party Transactions


(d)Generation provides a portion of BGE’s energy requirements under its MDPSC-approved market-based SOS and gas commodity programs.
presentations or deemed more useful than(e)Generation provides electric supply to Pepco under contracts executed through Pepco's competitive procurement process approved by the GAAPMDPSC and DCPSC.
(f)Generation provides a portion of DPL's energy requirements under its MDPSC and DPSC approved market based SOS and gas commodity programs.
(g)Generation provides electric supply to ACE under contracts executed through ACE's competitive procurement process.
PHI
PHI’s Operating revenues from affiliates are primarily with BSC for services that PHISCO provides to BSC.
Operating and maintenance expense from affiliates
The Registrants receive a variety of corporate support services from BSC. Pepco, DPL, and ACE also receive corporate support services from PHISCO. See Note 1 - Significant Accounting Policies for additional information provided elsewhere in this report. Generation’s operating revenues include all sales to third partiesregarding BSC and affiliated salesPHISCO.
The following table presents the service company costs allocated 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.Registrants:
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 Registrants’ reportable segment information to the respective information in the consolidated financial statements for the three and nine months ended September 30, 2019 and 2018 is as follows:
Three Months Ended September 30, 2019 and 2018
Operating and maintenance from affiliatesCapitalized costs
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended September 30,Nine Months Ended September 30,
20202019202020192020201920202019
Exelon
BSC$148 $125 $390 $357 
PHISCO15 16 45 57 
Generation
   BSC$133 $138 $406 $434 13 18 37 44 
ComEd
   BSC65 72 204 195 49 37 133 98 
PECO
   BSC34 36 107 110 20 22 53 68 
BGE
   BSC38 38 120 116 30 30 88 89 
PHI
   BSC36 35 107 102 36 18 79 58 
   PHISCO15 16 45 57 
Pepco
   BSC20 21 61 64 14 29 25 
   PHISCO28 29 90 92 20 26 
DPL
   BSC13 13 38 39 12 26 16 
   PHISCO24 24 73 74 13 16 
ACE
   BSC11 10 32 31 10 22 13 
   PHISCO21 22 65 67 12 15 
 
Generation(a)
 ComEd PECO BGE PHI 
Other(b)
 Intersegment
Eliminations
 Exelon
Operating revenues(c):
               
2019
Competitive businesses electric revenues$4,314
 $
 $
 $
 $
 $
 $(275) $4,039
Competitive businesses natural gas revenues265
 
 
 
 
 
 1
 266
Competitive businesses other revenues195
 
 
 
 
 
 (1) 194
Rate-regulated electric revenues
 1,583
 716
 619
 1,357
 
 (7) 4,268
Rate-regulated natural gas revenues
 
 62
 84
 20
 
 (3) 163
Shared service and other revenues
 
 
 
 3
 474
 (478) (1)
Total operating revenues$4,774
 $1,583
 $778
 $703
 $1,380
 $474
 $(763) $8,929
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(Dollars in millions, except per share data, unless otherwise noted)

Note 18 — Segment InformationRelated Party Transactions


Current Receivables from/Payables to affiliates
The following tables present current receivables from affiliates and current payables to affiliates:
September 30, 2020
Receivables from affiliates:
Payables to affiliates:GenerationComEdPECOBGEACEBSCPHISCOOtherTotal
Generation$19 $$$$69 $$25 $113 
ComEd$56 (a)49 110 
PECO17 24 47 
BGE29 39 
PHI10 13 
Pepco13 16 12 43 
DPL11 23 
ACE10 10 24 
Other11 
Total$109 $20 $$$$211 $31 $51 $423 
December 31, 2019
Receivables from affiliates:
Payables to affiliates:GenerationComEdPECOBGEACEBSCPHISCOOtherTotal
Generation$27 $$$$67 $$23 $117 
ComEd$78 (a)54 140 
PECO27 25 55 
BGE28 34 66 
PHI10 14 
Pepco34 16 15 66 
DPL10 11 32 
ACE10 25 
Other13 
Total$190 $28 $$$$217 $36 $51 $528 
__________
(a)As of September 30, 2020 and December 31, 2019, Generation had a contract liability with ComEd for $28 million and $37 million, respectively, that was included in Other current liabilities on Generation’s Consolidated Balance Sheets. At September 30, 2020 and December 31, 2019, ComEd had a Current Payable to Generation of $28 million and $41 million, respectively, on its Consolidated Balance Sheets, which consisted of Generation’s Current Receivable from ComEd, partially offset by Generation’s contract liability with ComEd.
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 of the Exelon 2019 Form 10-K 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:
 
Generation(a)
 ComEd PECO BGE PHI 
Other(b)
 Intersegment
Eliminations
 Exelon
2018
Competitive businesses electric revenues$4,741
 $
 $
 $
 $
 $
 $(306) $4,435
Competitive businesses natural gas revenues397
 
 
 
 
 
 
 397
Competitive businesses other revenues140
 
 
 
 
 
 (1) 139
Rate-regulated electric revenues
 1,598
 700
 645
 1,334
 
 (7) 4,270
Rate-regulated natural gas revenues
 
 57
 86
 24
 
 (5) 162
Shared service and other revenues
 
 
 
 3
 458
 (461) 
Total operating revenues$5,278
 $1,598
 $757
 $731
 $1,361
 $458
 $(780) $9,403
Intersegment revenues(d):
               
2019$275
 $4
 $1
 $6
 $4
 $474
 $(764) $
2018308
 4
 2
 6
 3
 456
 (779) 
Depreciation and amortization:               
2019$407
 $259
 $83
 $116
 $193
 $25
 $
 $1,083
2018468
 237
 75
 110
 192
 23
 
 1,105
Operating expenses:               
2019$4,274
 $1,256
 $595
 $612
 $1,124
 $457
 $(759) $7,559
20184,961
 1,275
 603
 628
 1,116
 459
 (790) 8,252
Interest expense, net:               
2019$109
 $91
 $33
 $31
 $66
 $79
 $
 $409
2018101
 85
 32
 27
 65
 83
 
 393
Income (loss) before income taxes:               
2019$501
 $245
 $154
 $67
 $203
 $(68) $
 $1,102
2018389
 245
 124
 81
 191
 (83) 
 947
Income Taxes:               
2019$87
 $45
 $14
 $12
 $14
 $
 $
 $172
201878
 52
 (2) 18
 4
 (13) 
 137
Net income (loss):              
2019$244
 $200
 $140
 $55
 $189
 $(68) $
 $760
2018300
 193
 126
 63
 187
 (69) 
 800
Capital Expenditures               
2019$392
 $452
 $228
 $300
 $308
 $7
 $
 $1,687
2018362
 514
 204
 233
 359
 18
 
 1,690
141


121

Table of Contents
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 18 — Segment InformationRelated Party Transactions


September 30, 2020December 31, 2019
ComEd$2,445 $2,622 
PECO443 480 
Other
Total:$2,888 $3,103 
__________Long-term debt to financing trusts
(a)Intersegment revenues for Generation in 2019 include revenue from sales to PECO of $43 million, sales to BGE of $65 million, sales to Pepco of $65 million, sales to DPL of $14 million and sales to ACE of $3 million in the Mid-Atlantic region, and sales to ComEd of $83 million in the Midwest region, which eliminate upon consolidation. Intersegment revenues for Generation in 2018 include revenue from sales to PECO of $35 million, sales to BGE of $69 million, sales to Pepco of $46 million, sales to DPL of $26 million and sales to ACE of $10 million in the Mid-Atlantic region, and sales to ComEd of $122 million in the Midwest region, which eliminate upon consolidation.
(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 17 — 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 accounting guidance. For Exelon, these amounts are included in Operating revenues in the Consolidated Statements of Operations and Comprehensive Income.
The following table presents Long-term debt to financing trusts:
September 30, 2020December 31, 2019
ExelonComEdPECOExelonComEdPECO
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.

122
142




COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Dollars in millions except per share data, unless otherwise noted)

Note 18 — Segment Information

PHI:
 Pepco DPL ACE 
Other(b)
 Intersegment
Eliminations
 PHI
Operating revenues(a):
2019           
Rate-regulated electric revenues$642
 $299
 $419
 $
 $(3) $1,357
Rate-regulated natural gas revenues
 20
 
 
 
 20
Shared service and other revenues
 
 
 92
 (89) 3
Total operating revenues$642
 $319
 $419
 $92
 $(92) $1,380
2018           
Rate-regulated electric revenues$628
 $304
 $406
 $
 $(4) $1,334
Rate-regulated natural gas revenues
 24
 
 
 
 24
Shared service and other revenues
 
 
 103
 (100) 3
Total operating revenues$628
 $328
 $406
 $103
 $(104) $1,361
Intersegment revenues:           
2019$2
 $1
 $1
 $93
 $(93) $4
20182
 2
 1
 103
 (105) 3
Depreciation and amortization:           
2019$95
 $46
 $43
 $9
 $
 $193
201899
 47
 38
 8
 
 192
Operating expenses:           
2019$515
 $268
 $340
 $95
 $(94) $1,124
2018516
 277
 322
 105
 (104) 1,116
Interest expense, net:           
2019$33
 $15
 $15
 $3
 $
 $66
201832
 15
 16
 2
 
 65
Income (loss) before income taxes:           
2019$103
 $38
 $65
 $192
 $(195) $203
201887
 38
 69
 179
 (182) 191
Income Taxes:           
2019$5
 $5
 $2
 $3
 $(1) $14
2018(2) 5
 8
 (8) 1
 4
Net income (loss):           
2019$98
 $33
 $63
 $(9) $4
 $189
201889
 33
 61
 1
 3
 187
Capital Expenditures           
2019$157
 $85
 $73
 $(7) $
 $308
2018188
 88
 77
 6
 
 359

__________
(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 17 — 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.
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

123

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 18 — Segment Information

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):
 Three Months Ended September 30, 2019
 
Revenues from external customers(a)
 Intersegment
revenues

Total
Revenues
 Contracts with customers 
Other(b)
 Total  
Mid-Atlantic$1,351
 $10
 $1,361
 $3
 $1,364
Midwest1,052
 47
 1,099
 (17) 1,082
New York414
 15
 429
 
 429
ERCOT288
 72
 360
 5
 365
Other Power Regions873
 192
 1,065
 (25) 1,040
Total Competitive Businesses Electric Revenues3,978
 336
 4,314
 (34) 4,280
Competitive Businesses Natural Gas Revenues160
 105
 265
 34
 299
Competitive Businesses Other Revenues(c)
112
 83
 195
 
 195
Total Generation Consolidated Operating Revenues$4,250
 $524
 $4,774
 $
 $4,774

 Three Months Ended September 30, 2018
 
Revenues from external customers(a)
 Intersegment
revenues
 Total
Revenues
 Contracts with customers 
Other(b)
 Total  
Mid-Atlantic$1,397
 $52
 $1,449
 $7
 $1,456
Midwest1,095
 26
 1,121
 (4) 1,117
New York475
 (6) 469
 
 469
ERCOT156
 289
 445
 (1) 444
Other Power Regions959
 298
 1,257
 (45) 1,212
Total Competitive Businesses Electric Revenues4,082
 659
 4,741
 (43) 4,698
Competitive Businesses Natural Gas Revenues200
 197
 397
 43
 440
Competitive Businesses Other Revenues(c)
130
 10
 140
 
 140
Total Generation Consolidated Operating Revenues$4,412
 $866
 $5,278
 $
 $5,278
__________
(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 unrealized mark-to-market gains of $77 million and $6 million in 2019 and 2018, respectively, and elimination of intersegment revenues.

124

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 18 — Segment Information

Revenues net of purchased power and fuel expense (Generation):
 Three Months Ended September 30, 2019 Three Months Ended September 30, 2018
 
RNF
from external
customers
(a)
 
Intersegment
RNF
 Total RNF 
RNF
from external
customers
(a)
 
Intersegment
RNF
 Total RNF
Mid-Atlantic$684
 $5
 $689
 $746
 $17
 $763
Midwest763
 (16) 747
 763
 5
 768
New York288
 3
 291
 290
 2
 292
ERCOT76
 (4) 72
 161
 (63) 98
Other Power Regions212
 (28) 184
 226
 (46) 180
Total Revenues net of purchased power and fuel for Reportable Segments2,023

(40)
1,983

2,186

(85)
2,101
Other(b)
100
 40
 140
 112
 85
 197
Total Generation Revenues net of purchased power and fuel expense$2,123

$

$2,123

$2,298

$

$2,298
__________
(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 unrealized mark-to-market gains of $17 million and $71 million in 2019 and 2018, respectively, accelerated nuclear fuel amortization associated with announced early plant retirements as discussed in Note 8 — Early Plant Retirements of $3 million and $18 million decrease to RNF in 2019 and 2018, respectively, and the elimination of intersegment RNF.

125

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 18 — Segment Information

Electric and Gas Revenue by Customer Class (Utility Registrants):
 Three Months Ended September 30, 2019
Revenues from contracts with customersComEd PECO BGE PHI Pepco DPL ACE
Rate-regulated electric revenues             
Residential$865
 $479
 $352
 $741
 $311
 $178
 $252
Small commercial & industrial393
 109
 64
 147
 41
 48
 58
Large commercial & industrial141
 63
 116
 297
 222
 26
 49
Public authorities & electric railroads12
 9
 7
 17
 11
 3
 3
Other(a)
222
 63
 82
 164
 58
 50
 56
Total rate-regulated electric revenues(b)
$1,633
 $723
 $621
 $1,366
 $643
 $305
 $418
Rate-regulated natural gas revenues             
Residential$
 $38
 $49
 $9
 $
 $9
 $
Small commercial & industrial
 17
 9
 4
 
 4
 
Large commercial & industrial
 
 20
 1
 
 1
 
Transportation
 5
 
 4
 
 4
 
Other(c)

 2
 5
 2
 
 2
 
Total rate-regulated natural gas revenues(d)
$
 $62
 $83
 $20
 $
 $20
 $
Total rate-regulated revenues from contracts with customers$1,633
 $785
 $704
 $1,386
 $643
 $325
 $418
              
Other revenues             
Revenues from alternative revenue programs$(56) $(11) $(5) $(9) $(3) $(6) $1
Other rate-regulated electric revenues(e)
6
 4
 3
 3
 2
 
 
Other rate-regulated natural gas revenues(e)

 
 1
 
 
 
 
Total other revenues$(50) $(7) $(1) $(6) $(1) $(6) $1
Total rate-regulated revenues for reportable segments$1,583
 $778
 $703
 $1,380
 $642
 $319
 $419

126

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 18 — Segment Information

 Three Months Ended September 30, 2018
Revenues from contracts with customersComEd PECO BGE PHI Pepco DPL ACE
Rate-regulated electric revenues             
Residential$861
 $458
 $366
 $726
 $306
 $180
 $240
Small commercial & industrial391
 108
 68
 140
 39
 48
 53
Large commercial & industrial131
 64
 117
 303
 230
 25
 48
Public authorities & electric railroads11
 7
 7
 14
 8
 3
 3
Other(a)
212
 59
 91
 156
 47
 47
 63
Total rate-regulated electric revenues(b)
$1,606
 $696
 $649
 $1,339
 $630
 $303
 $407
Rate-regulated natural gas revenues             
Residential$
 $36
 $46
 $8
 $
 $8
 $
Small commercial & industrial
 15
 8
 5
 
 5
 
Large commercial & industrial
 
 17
 2
 
 2
 
Transportation
 5
 
 3
 
 3
 
Other(c)

 1
 12
 6
 
 6
 
Total rate-regulated natural gas revenues(d)
$
 $57
 $83
 $24
 $
 $24
 $
Total rate-regulated revenues from contracts with customers$1,606
 $753
 $732
 $1,363
 $630
 $327
 $407
              
Other revenues             
Revenues from alternative revenue programs$(15) $1
 $(6) $(5) $(4) $
 $(1)
Other rate-regulated electric revenues(e)
7
 3
 4
 3
 2
 1
 
Other rate-regulated natural gas revenues(e)

 
 1
 
 
 
 
Total other revenues$(8) $4
 $(1) $(2) $(2) $1
 $(1)
Total rate-regulated revenues for reportable segments$1,598
 $757
 $731
 $1,361
 $628
 $328
 $406
__________
(a)Includes revenues from transmission revenue from PJM, wholesale electric revenue and mutual assistance revenue.
(b)Includes operating revenues from affiliates of $4 million, $1 million, $2 million, $4 million, $2 million, $1 million and $1 million at ComEd, PECO, BGE, PHI, Pepco, DPL and ACE, respectively, in 2019 and $4 million, $2 million, $1 million, $3 million $2 million, $2 million and $1 million at ComEd, PECO, BGE, PHI, Pepco, DPL and ACE, respectively, in 2018.
(c)Includes revenues from off-system natural gas sales.
(d)Includes operating revenues from affiliates of less than $1 million and $4 million at PECO and BGE, respectively, in 2019 and less than $1 million and $5 million at PECO and BGE, respectively, in 2018.
(e)Includes late payment charge revenues.

127

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 18 — Segment Information

Nine Months Ended September 30, 2019 and 2018
 
Generation(a)
 ComEd PECO BGE PHI 
Other(b)
 Intersegment
Eliminations
 Exelon
Operating revenues(c):
2019               
Competitive businesses electric revenues$12,365
 $
 $
 $
 $
 $
 $(840) $11,525
Competitive businesses natural gas revenues1,479
 
 
 
 
 
 
 1,479
Competitive businesses other revenues436
 
 
 
 
 
 (4) 432
Rate-regulated electric revenues
 4,342
 1,901
 1,817
 3,574
 
 (25) 11,609
Rate-regulated natural gas revenues
 
 432
 510
 116
 
 (12) 1,046
Shared service and other revenues
 
 
 
 10
 1,410
 (1,415) 5
Total operating revenues$14,280
 $4,342
 $2,333
 $2,327
 $3,700
 $1,410
 $(2,296) $26,096
2018               
Competitive businesses electric revenues$13,190
 $
 $
 $
 $
 $
 $(969) $12,221
Competitive businesses natural gas revenues1,839
 
 
 
 
 
 (8) 1,831
Competitive businesses other revenues339
 
 
 
 
 
 (4) 335
Rate-regulated electric revenues
 4,508
 1,893
 1,850
 3,549
 
 (34) 11,766
Rate-regulated natural gas revenues
 
 382
 519
 129
 
 (13) 1,017
Shared service and other revenues
 
 
 
 10
 1,398
 (1,408) 
Total operating revenues$15,368
 $4,508
 $2,275
 $2,369
 $3,688
 $1,398
 $(2,436) $27,170
Shared service and other revenues               
Intersegment revenues(d):
               
2019$844
 $13
 $4
 $18
 $11
 $1,410
 $(2,300) $
2018981
 23
 5
 18
 11
 1,392
 (2,430) 
Depreciation and amortization:               
2019$1,221
 $767
 $247
 $368
 $562
 $72
 $
 $3,237
20181,383
 696
 224
 358
 555
 68
 
 3,284
Operating expenses:               
2019$13,333
 $3,431
 $1,783
 $1,936
 $3,106
 $1,405
 $(2,291) $22,703
201814,475
 3,610
 1,853
 2,005
 3,165
 1,395
 (2,467) 24,036
Interest expense, net:               
2019$336
 $268
 $100
 $89
 $197
 $231
 $
 $1,221
2018305
 261
 96
 78
 193
 205
 
 1,138

128

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 18 — Segment Information

 
Generation(a)
 ComEd PECO BGE PHI 
Other(b)
 Intersegment
Eliminations
 Exelon
Income (loss) before income taxes:               
2019$1,355
 $674
 $461
 $320
 $436
 $(218) $
 $3,028
2018800
 663
 331
 301
 363
 (195) 
 2,263
Income Taxes:               
2019$388
 $130
 $51
 $59
 $25
 $(27) $
 $626
2018110
 140
 (5) 59
 28
 (70) 
 262
Net income (loss):               
2019$784
 $544
 $410
 $261
 $412
 $(191) $
 $2,220
2018667
 523
 336
 242
 336
 (125) 
 1,979
Capital Expenditures               
2019$1,282
 $1,413
 $675
 $842
 $1,006
 $41
 $
 $5,259
20181,660
 1,540
 615
 667
 988
 27
 
 5,497
Total assets:               
September 30, 2019$47,984
 $32,326
 $11,379
 $10,304
 $22,576
 $8,254
 $(10,085) $122,738
December 31, 201847,556
 31,213
 10,642
 9,716
 21,984
 8,355
 (9,800) 119,666
__________
(a)Intersegment revenues for Generation in 2019 include revenue from sales to PECO of $123 million, sales to BGE of $199 million, sales to Pepco of $188 million, sales to DPL of $50 million and sales to ACE of $16 million in the Mid-Atlantic region, and sales to ComEd of $266 million in the Midwest region, which eliminate upon consolidation. Intersegment revenues for Generation in 2018 include revenue from sales to PECO of $97 million, sales to BGE of $198 million, sales to Pepco of $143 million, sales to DPL of $103 million and sales to ACE of $21 million in the Mid-Atlantic region, and sales to ComEd of $419 million in the Midwest region, which eliminate upon consolidation.
(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 17 — 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 accounting guidance. For Exelon, these amounts are included in Operating revenues in the Consolidated Statements of Operations and Comprehensive Income.

129

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 18 — Segment Information

PHI:
 Pepco DPL ACE 
Other(b)
 Intersegment
Eliminations
 PHI
Operating revenues(a):
           
2019           
Rate-regulated electric revenues$1,748
 $871
 $966
 $(1) $(10) $3,574
Rate-regulated natural gas revenues
 116
 
 
 
 116
Shared service and other revenues
 
 
 298
 (288) 10
Total operating revenues$1,748
 $987
 $966
 $297
 $(298) $3,700
2018           
Rate-regulated electric revenues$1,708
 $872
 $981
 $
 $(12) $3,549
Rate-regulated natural gas revenues
 129
 
 
 
 129
Shared service and other revenues
 
 
 326
 (316) 10
Total operating revenues$1,708
 $1,001
 $981
 $326
 $(328) $3,688
Intersegment revenues:           
2019$5
 $5
 $2
 $297
 $(298) $11
20185
 6
 2
 325
 (327) 11
Depreciation and amortization:           
2019$281
 $138
 $114
 $29
 $
 $562
2018286
 135
 107
 27
 
 555
Operating expenses:           
2019$1,444
 $820
 $838
 $302
 $(298) $3,106
20181,454
 859
 847
 329
 (324) 3,165
Interest expense, net:           
2019$100
 $45
 $44
 $8
 $
 $197
201896
 42
 48
 7
 
 193
Income (loss) before income taxes:           
2019$226
 $132
 $89
 $411
 $(422) $436
2018181
 107
 88
 326
 (339) 363
Income Taxes:           
2019$9
 $16
 $2
 $(1) $(1) $25
20187
 17
 12
 (8) 
 28
Net income (loss):           
2019$217
 $116
 $87
 $(19) $11
 $412
2018174
 90
 76
 (15) 11
 336
Capital Expenditures           
2019$455
 $245
 $300
 $6
 $
 $1,006
2018475
 254
 247
 12
 
 988
Total assets:           
September 30, 2019$8,603
 $4,724
 $3,916
 $11,071
 $(5,738) $22,576
December 31, 20188,299
 4,588
 3,699
 10,819
 (5,421) 21,984


130

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 18 — Segment Information

__________
(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 17 — 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.
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):
 Nine Months Ended September 30, 2019
 
Revenues from external customers(a)
 
Intersegment
Revenues
 
Total
Revenues
 Contracts with customers 
Other(b)
 Total  
Mid-Atlantic$3,798
 $9
 $3,807
 $2
 $3,809
Midwest3,083
 172
 3,255
 (31) 3,224
New York1,195
 16
 1,211
 
 1,211
ERCOT594
 198
 792
 13
 805
Other Power Regions2,849
 451
 3,300
 (46) 3,254
Total Competitive Businesses Electric Revenues11,519
 846
 12,365
 (62) 12,303
Competitive Businesses Natural Gas Revenues1,041
 438
 1,479
 62
 1,541
Competitive Businesses Other Revenues(c)
343
 93
 436
 
 436
Total Generation Consolidated Operating Revenues$12,903
 $1,377
 $14,280
 $
 $14,280

 Nine Months Ended September 30, 2018
 
Revenues from external customers(a)
 Intersegment
revenues
 Total
Revenues
 Contracts with customers 
Other(b)
 Total  
Mid-Atlantic$3,971
 $191
 $4,162
 $17
 $4,179
Midwest3,432
 169
 3,601
 (8) 3,593
New York1,305
 (37) 1,268
 1
 1,269
ERCOT470
 459
 929
 1
 930
Other Power Regions2,656
 574
 3,230
 (116) 3,114
Total Competitive Businesses Electric Revenues11,834
 1,356
 13,190
 (105) 13,085
Competitive Businesses Natural Gas Revenues1,016
 823
 1,839
 105
 1,944
Competitive Businesses Other Revenues(c)
385
 (46) 339
 
 339
Total Generation Consolidated Operating Revenues$13,235
 $2,133
 $15,368
 $
 $15,368
__________
(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 unrealized mark-to-market gains of $64 million and losses of $96 million in 2019 and 2018, respectively, and elimination of intersegment revenues.

131

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 18 — Segment Information

Revenues net of purchased power and fuel expense (Generation):
 Nine Months Ended September 30, 2019 Nine Months Ended September 30, 2018
 
RNF
from external
customers(a)
 
Intersegment
RNF
 Total RNF 
RNF
from external
customers(a)
 
Intersegment
RNF
 Total RNF
Mid-Atlantic$2,007
 $16
 $2,023
 $2,303
 $45
 $2,348
Midwest2,269
 (22) 2,247
 2,381
 19
 2,400
New York800
 10
 810
 832
 9
 841
ERCOT252
 (27) 225
 396
 (180) 216
Other Power Regions542
 (64) 478
 740
 (133) 607
Total Revenues net of purchased power and fuel expense for Reportable Segments5,870

(87)
5,783

6,652

(240)
6,412
Other(b)
262
 87
 349
 164
 240
 404
Total Generation Revenues net of purchased power and fuel expense$6,132

$

$6,132

$6,816

$

$6,816
__________
(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 unrealized mark-to-market losses of $84 million and $104 million in 2019 and 2018, respectively, accelerated nuclear fuel amortization associated with announced early plant retirements as discussed in Note 8 — Early Plant Retirements of $13 million and $53 million decrease to RNF in 2019 and 2018, respectively, and the elimination of intersegment RNF.

132

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 18 — Segment Information

Electric and Gas Revenue by Customer Class (Utility Registrants):
 Nine Months Ended September 30, 2019
Revenues from contracts with customersComEd PECO BGE PHI Pepco DPL ACE
Rate-regulated electric revenues             
Residential$2,221
 $1,231
 $1,019
 $1,816
 $792
 $499
 $525
Small commercial & industrial1,103
 304
 193
 387
 114
 141
 132
Large commercial & industrial399
 163
 335
 843
 633
 75
 135
Public authorities & electric railroads35
 23
 20
 47
 27
 10
 10
Other(a)
660
 186
 242
 481
 166
 151
 164
Total rate-regulated electric revenues(b)
4,418
 1,907
 1,809
 3,574
 1,732
 876
 966
Rate-regulated natural gas revenues             
Residential
 285
 327
 64
 
 64
 
Small commercial & industrial
 122
 55
 30
 
 30
 
Large commercial & industrial
 1
 93
 4
 
 4
 
Transportation
 18
 
 11
 
 11
 
Other(c)

 5
 19
 6
 
 6
 
Total rate-regulated natural gas revenues(d)

 431
 494
 115
 
 115
 
Total rate-regulated revenues from contracts with customers4,418
 2,338
 2,303
 3,689
 1,732
 991
 966
              
Other revenues             
Revenues from alternative revenue programs(98) (16) 11
 4
 10
 (6) 
Other rate-regulated electric revenues(e)
22
 10
 10
 7
 6
 1
 
Other rate-regulated natural gas revenues(e)

 1
 3
 
 
 1
 
Total other revenues(76) (5) 24
 11
 16
 (4) 
Total rate-regulated revenues for reportable segments$4,342
 $2,333
 $2,327
 $3,700
 $1,748
 $987
 $966

133

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share data, unless otherwise noted)

Note 18 — Segment Information

 Nine Months Ended September 30, 2018
Revenues from contracts with customersComEd PECO BGE PHI Pepco DPL ACE
Rate-regulated electric revenues             
Residential$2,277
 $1,199
 $1,054
 $1,839
 $792
 $513
 $534
Small commercial & industrial1,132
 306
 196
 370
 104
 138
 128
Large commercial & industrial411
 174
 325
 845
 632
 74
 139
Public authorities & electric railroads36
 21
 21
 44
 24
 10
 10
Other(a)
656
 181
 246
 446
 145
 129
 174
Total rate-regulated electric revenues(b)
4,512
 1,881
 1,842
 3,544
 1,697
 864
 985
Rate-regulated natural gas revenues             
Residential
 259
 345
 68
 
 68
 
Small commercial & industrial
 102
 55
 31
 
 31
 
Large commercial & industrial
 1
 88
 7
 
 7
 
Transportation
 16
 
 12
 
 12
 
Other(c)

 4
 49
 11
 
 11
 
Total rate-regulated natural gas revenues(d)

 382
 537
 129
 
 129
 
Total rate-regulated revenues from contracts with customers4,512
 2,263
 2,379
 3,673
 1,697
 993
 985
              
Other revenues             
Revenues from alternative revenue programs(27) 2
 (23) 7
 6
 5
 (4)
Other rate-regulated electric revenues(e)
23
 10
 10
 8
 5
 3
 
Other rate-regulated natural gas revenues(e)

 
 3
 
 
 
 
Total other revenues(4) 12
 (10) 15
 11
 8
 (4)
Total rate-regulated revenues for reportable segments$4,508
 $2,275
 $2,369
 $3,688
 $1,708
 $1,001
 $981

__________
(a)Includes revenues from transmission revenue from PJM, wholesale electric revenue and mutual assistance revenue.
(b)Includes operating revenues from affiliates of $13 million, $4 million, $5 million, $11 million, $5 million, $5 million and $2 million at ComEd, PECO, BGE, PHI, Pepco, DPL and ACE, respectively, in 2019 and $23 million, $5 million, $5 million, $11 million $5 million, $6 million and $2 million at ComEd, PECO, BGE, PHI, Pepco, DPL and ACE, respectively, in 2018.
(c)Includes revenues from off-system natural gas sales.
(d)Includes operating revenues from affiliates of less than $1 million and $13 million at PECO and BGE in 2019 and 2018, respectively.
(e)Includes late payment charge revenues.


Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Dollars in millions except per share data, unless otherwise noted)
Exelon
Executive Overview
Exelon is a utility services holding company engaged in the 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���sGeneration’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 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 disclosed five reportable segments consisting of Mid-Atlantic, Midwest, New York, ERCOT and Other Power Regions. See Note 1 — Significant Accounting Policies and Note 184 — Segment Information of the Combined Notes to Consolidated Financial Statements for additional information regarding Exelon's principal subsidiaries and reportable segments.
Exelon’s consolidated financial information includes the results of its 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 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.

COVID-19. The Registrants have taken steps to mitigate the potential risks posed by the global outbreak (pandemic) of COVID-19. The Registrants provide a critical service to our customers which means that it is paramount that we keep our employees who operate our businesses safe and minimize unnecessary risk of exposure to the virus. The Registrants have taken extra precautions for our employees who work in the field and for employees who continue to work in our facilities. We have implemented work from home policies where appropriate, and imposed travel limitations on our employees. In addition, the Registrants have updated existing business continuity plans in the context of this pandemic.
The Registrants continue to implement strong physical and cyber-security measures to ensure that our systems remain functional in order to both serve our operational needs with a remote workforce and keep them running to ensure uninterrupted service to our customers.
There have been no changes in internal control over financial reporting to date in 2020 as a result of COVID-19 that materially affected, or are reasonably likely to materially affect, any of the Registrants’ internal control over financial reporting. See Item 4. Controls and Procedures for additional information.
Unfavorable economic conditions due to COVID-19 have impacted the demand for electricity and natural gas at Generation and the Utility Registrants, which has resulted in a decrease in operating revenues.
As a result of COVID-19, Generation temporarily suspended interruption of service for all retail residential customers for non-payment and temporarily ceased new late payment fees for all retail customers from March to May of 2020. Starting in March of 2020, the Utility Registrants also temporarily suspended customer disconnections for non-payment and temporarily ceased new late payment fees for all customers and restored service to customers upon request who were disconnected in the last twelve months. See Note 2 – Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on such measures at the Utility Registrants. At Generation, such measures resulted in an increase in credit loss expense. ComEd and ACE recorded regulatory assets for the incremental credit loss expense based on existing mechanisms. BGE, PECO, Pepco, and DPL recorded regulatory assets in the third quarter of 2020 for substantially all the incremental credit loss expense, including the expense recorded in the second quarter of 2020. See Note 2 – Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
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Generation and the Utility Registrants have also incurred direct costs related to COVID-19 consisting primarily of costs to acquire personal protective equipment, costs for cleaning supplies and services, and costs to hire healthcare professionals to monitor the health of their employees. At Generation and PECO, such costs are recorded as Operating and maintenance expense and are excluded from Adjusted (non-GAAP) Operating Earnings. At ComEd, BGE, Pepco, DPL, and ACE, such costs are primarily recorded as regulatory assets. See Note 2 – Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. The regulatory assets recorded at BGE, Pepco, DPL, and ACE in the third quarter of 2020 include expense recorded in the second quarter of 2020.
The estimated impact to Generation’s Net income is approximately $45 million and $140 million for the three and nine months ended September 30, 2020, respectively. The estimated impact to the Utility Registrants’ Net income is approximately $15 million and $65 million for the three and nine months ended September 30, 2020, respectively.
In the fourth quarter of 2020, Generation estimates a decrease in Net income due to net reduction in load of $15 million to $25 million. Generation load forecasts are highly dependent on many factors including, but not limited to, the duration of remaining restrictions and the speed and strength of the economic recovery.
To offset the unfavorable impacts from COVID-19, the Registrants identified and are pursuing approximately $250 million in cost savings across Generation and the Utility Registrants. The cost savings for the year are expected to be higher than originally anticipated.
The Registrants rely on the capital markets for publicly offered debt as well as the commercial paper markets to meet their financial commitments and short-term liquidity needs. As a result of the disruptions in the commercial paper markets in March of 2020, Generation borrowed $1.5 billion on its revolving credit facility to refinance commercial paper, which Generation repaid on April 3, 2020. Generation also entered into two short-term loan agreements in March of 2020 for an aggregate of $500 million. On April 8, 2020, Generation received approximately $500 million in cash after entering into an accounts receivable financing arrangement. On April 24, 2020, Exelon Corporate entered into a credit agreement establishing a $550 million 364-day revolving credit facility to be used as an additional source of short-term liquidity. In addition, to date in 2020, the Registrants have issued long-term debt of $5.3 billion and have now completed their planned long-term debt issuances for the 2020 year. See Liquidity and Capital Resources, Note 12 - Debt and Credit Agreements, and Note 5 - Accounts Receivable of the Combined Notes to Consolidated Financial Statements for additional information.
The Registrants assessed long-lived assets, goodwill, and investments for recoverability and there were no material impairment charges recorded to date in 2020 as a result of COVID-19. See Note 8 — Asset Impairments for additional information related to other impairment assessments in the third quarter of 2020. Certain assumptions are highly sensitive to changes. Changes in significant assumptions could potentially result in future impairments, which could be material.
This is an evolving situation that could lead to extended disruption of economic activity in our markets. The Registrants will continue to monitor developments affecting our workforce, our customers, and our suppliers and we will take additional precautions that we determine are necessary in order to mitigate the impacts. The extent to which COVID-19 may impact the Registrants’ ability to operate their generating and transmission and distribution assets, the ability to access capital markets, and results of operations, including demand for electricity and natural gas, will depend on the spread and proliferation of COVID-19 around the world and future developments, which are highly uncertain and cannot be predicted at this time.
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Financial Results of Operations
GAAP Results of Operations. The following table sets forth Exelon's GAAP consolidated Net Income attributable to common shareholders by Registrant for the three and nine months ended September 30, 20192020 compared to the same period in 2018.2019. For additional information regarding the financial results for the three and nine months ended September 30, 20192020 and 20182019 see the discussions of Results of Operations by Registrant.
Three Months Ended September 30, Favorable (unfavorable) variance Nine Months Ended September 30, Favorable (unfavorable) varianceThree Months Ended September 30,Favorable (unfavorable) varianceNine Months Ended September 30,Favorable (unfavorable) variance
2019 2018 2019 2018 2020201920202019
Exelon772
 733
 $39
 $2,164
 $1,858
 $306
Exelon$501 $772 $(271)$1,604 $2,164 $(560)
Generation257
 234
 23
 728
 547
 181
Generation49 257 (208)570 728 (158)
ComEd200
 193
 7
 544
 523
 21
ComEd196 200 (4)304 544 (240)
PECO140
 126
 14
 410
 336
 74
PECO138 140 (2)317 410 (93)
BGE55
 63
 (8) 261
 242
 19
BGE53 55 (2)273 261 12 
PHI189
 187
 2
 412
 336
 76
PHI216 189 27 418 412 
Pepco98
 89
 9
 217
 174
 43
Pepco118 98 20 227 217 10 
DPL33
 33
 
 116
 90
 26
DPL27 33 (6)91 116 (25)
ACE63
 61
 2
 87
 76
 11
ACE75 63 12 106 87 19 
Other(a)
(69) (70) 1
 (191) (126) (65)
Other(a)
(151)(69)(82)(278)(191)(87)
__________
(a)Primarily includes eliminating and consolidating adjustments, Exelon’s corporate operations, shared service entities and other financing and investing activities.
(a)Primarily includes eliminating and consolidating adjustments, Exelon’s corporate operations, shared service entities and other financing and investing activities.
Three Months Ended September 30, 20192020 Compared to Three Months Ended September 30, 2018.2019. Net income attributable to common shareholders increaseddecreased by $39$271 million and diluted earnings per average common share increaseddecreased to $0.51 in 2020 from $0.79 in 2019 from $0.76 in 2018 primarily due to:
AbsenceImpairment of the New England asset group;
One-time charges and accelerated depreciation and amortization associated with Generation's decisions in the third quarter of 2020 to early retire Byron and Dresden nuclear facilities in 2021 and Mystic Units 8 and 9 in 2024, partially offset by the absence of accelerated depreciation and amortization due to the early retirement of the Oyster Creek nuclear facilityTMI in September 20182019;
Reduction in load due to COVID-19 at Generation;
COVID-19 direct costs; and
Higher storm costs related to the August 2020 storm at PECO, net of tax repairs, and at DPL.
The decreases were partially offset by:
Higher mark-to-market gains;
Higher net unrealized gains on NDT funds;
Lower operating and maintenance expense at Generation,primarily due to lower contracting and travel costs;
Higher capacity revenue;
Regulatory rate increases at BGE, DPL, and ACE; and
Favorable weather conditions at PECO.
Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019.Net income attributable to common shareholders decreased by $560 million and diluted earnings per average common share decreased to $1.64 in 2020 from $2.22 in 2019 primarily due to:
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Impairment of the New England asset group;
One-time chargesand accelerated depreciation and amortization associated with Generation's decisions in the third quarter of 2020 to early retire Byron and Dresden nuclear facilities in 2021 and Mystic Units 8 and 9 in 2024, partially offset by the absence of a charge associated withaccelerated depreciation and amortization due to the remeasurementearly retirement of TMI in September 2019;
Payments that ComEd will make under the Deferred Prosecution Agreement. See Note 14 - Commitments and Contingencies of the Oyster Creek ARO;Combined Notes to Consolidated Financial Statements for additional information;
DecreasedLower net unrealized and realized gains on NDT funds;
Lower capacity revenue;
Higher nuclear outage daysdays;
Reduction in 2019;load due to COVID-19 at Generation;
Increased New York ZEC pricesCOVID-19 direct costs;
Lower allowed electric distribution ROE at ComEd due to a decrease in treasury rates;
Higher storm costs related to the June 2020 and August 2020 storms at PECO, net of tax repairs, and related to the August 2020 storm at DPL;
Unfavorable weather conditions at PECO, DPL Delaware, and ACE; and
A net increase in depreciation and amortization expense due to ongoing capital expenditures at PECO, BGE, Pepco, DPL, and ACE, partially offset at Generation due to the impact of extending the operating license at Peach Bottom.
The decreases were partially offset by:
Higher mark-to-market gains;
Lower operating and maintenance expense at Generation, primarily due to previous cost management programs, lower contracting costs, and lower travel costs;
Lower nuclear fuel costs;
The approval of the New Jersey ZEC program in the second quarter of 2019;
A benefit associated with the annual nuclear ARO update;An income tax settlement at Generation; and
Decreased Operating and maintenance expense, which includes the impacts of previous cost management programs and lower pension and OPEB costs; and
Regulatory rate increases at PECO, BGE, Pepco, DPL, and ACE.
The increases were partially offset by:
Lower capacity prices;
Lower mark-to-market gains;
Lower realized energy prices; and
Unfavorable weather conditions and volume at PECO.
Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018.Net income attributable to common shareholders increased by $306 million and diluted earnings per average common share increased to $2.22 in 2019 from $1.92 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 the absence of a charge associated with the remeasurement of the Oyster Creek ARO;
Decreased Operating and maintenance expense which includes the impacts of previous cost management programs and lower pension and OPEB costs;
Decreased nuclear outage days in 2019;
A benefit associated with the remeasurement of the TMI ARO in the first quarter of 2019 and the annual nuclear ARO update in the third quarter of 2019;
Regulatory rate increases at PECO, BGE, Pepco, DPL, and ACE; and
Decreased storms costs at PECO and BGE.
The increases were partially offset by:
Lower realized energy prices;
Lower capacity prices;
The absence of the revenues recognized in the first quarter of 2018 related to ZECs generated in Illinois from June through December 2017, partially offset by increased New York ZEC prices and the approval of the New Jersey ZEC Program in the second quarter of 2019;
Higher mark-to-market losses; and
Unfavorable weather conditions and 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.

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The following tables provide a reconciliation between net income attributable to common shareholders as determined in accordance with GAAP and adjusted (non-GAAP) operating earnings for the three and nine months ended September 30, 20192020 compared to the same period in 2018.2019.
Three Months Ended September 30,
20202019
(In millions, except per share data)Earnings per
Diluted Share
Earnings per
Diluted Share
Net Income Attributable to Common Shareholders$501 $0.51 $772 $0.79 
Mark-to-Market Impact of Economic Hedging Activities (net of taxes of $62 and $2, respectively)(183)(0.19)(2)— 
Unrealized Gains Related to NDT Fund Investments (net of taxes of $161 and $34, respectively)(a)
(172)(0.18)(39)(0.04)
Asset Impairments (net of taxes of $126 and $53, respectively)(b)
375 0.38 113 0.12 
Plant Retirements and Divestitures (net of taxes of $111 and $40, respectively)(c)
329 0.34 119 0.12 
Cost Management Program (net of taxes of $5 and $3, respectively)(d)
15 0.02 14 0.01 
Change in Environmental Liabilities (net of taxes of $6 and $5, respectively)17 0.02 18 0.02 
COVID-19 Direct Costs (net of taxes of $3)(e)
10 0.01 — — 
Asset Retirement Obligation (net of taxes of $1 and $9, respectively)(f)
— (84)(0.09)
Acquisition Related Costs (net of taxes of $1)(g)
— — — 
Income Tax-Related Adjustments (entire amount represents tax expense)(h)
62 0.06 13 0.01 
Noncontrolling Interests (net of taxes of $12 and $3, respectively)(i)
57 0.06 (24)(0.02)
Adjusted (non-GAAP) Operating Earnings$1,017 $1.04 $900 $0.92 
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 Three Months Ended September 30,
 2019 2018
(All amounts in millions after tax)  
Earnings per
Diluted Share
   
Earnings per
Diluted Share
Net Income Attributable to Common Shareholders$772
 $0.79
 $733
 $0.76
Mark-to-Market Impact of Economic Hedging Activities (net of taxes of $2 and $20, respectively)
(2) 
 (55) (0.06)
Unrealized Gains Related to NDT Fund Investments (net of taxes of $34 and $4, respectively)(a)
(39) (0.04) (53) (0.06)
Asset Impairments (net of taxes of $53 and $2, respectively)(b)
113
 0.12
 6
 0.01
Plant Retirements and Divestitures (net of taxes of $40 and $70, respectively)(c)
119
 0.12
 202
 0.21
Cost Management Program (net of taxes of $3 and $4, respectively)(d)
14
 0.01
 13
 0.01
Asset Retirement Obligation(e) (net of taxes of $9 and $6, respectively)
(84) (0.09) 16
 0.02
Change in Environmental Liabilities (net of taxes of $5 and $3, respectively)
18
 0.02
 (9) (0.01)
Income Tax-Related Adjustments (entire amount represents tax expense)(f)
13
 0.01
 (18) (0.02)
Noncontrolling Interests (net of taxes of $3 and $4, respectively)(g)
(24) (0.02) 21
 0.02
Adjusted (non-GAAP) Operating Earnings$900
 $0.92
 $856
 $0.88

 Nine Months Ended September 30,
 2019 2018
(All amounts in millions after tax)  
Earnings per
Diluted Share
   
Earnings per
Diluted Share
Net Income Attributable to Common Shareholders$2,164
 $2.22
 $1,858
 $1.92
Mark-to-Market Impact of Economic Hedging Activities (net of taxes of $31 and $26, respectively)97
 0.10
 74
 0.08
Unrealized (Gains) Losses Related to NDT Fund Investments (net of taxes of $167 and $118, respectively)(a)
(181) (0.19) 94
 0.10
PHI Merger and Integration Costs (net of taxes of $1)

 
 5
 
Asset Impairments (net of taxes of $54 and $13, respectively)(b)
119
 0.12
 36
 0.04
Plant Retirements and Divestitures (net of taxes of $9 and $148, respectively)(c)
114
 0.12
 422
 0.43
Cost Management Program (net of taxes of $10 and $10, respectively)(d)
31
 0.03
 29
 0.03
Litigation Settlement Gain (net of taxes of $7)(19) (0.02) 
 
Asset Retirement Obligation (net of taxes of $9 and $6, respectively)(e)
(84) (0.09) 16
 0.02
Change in Environmental Liabilities (net of taxes of $5 and $1, respectively)
18
 0.02
 (4) 
Income Tax-Related Adjustments (entire amount represents tax expense)(f)
13
 0.01
 (27) (0.03)
Noncontrolling Interests (net of taxes of $18 and $9, respectively)(g)
58
 0.06
 (36) (0.04)
Adjusted (non-GAAP) Operating Earnings$2,329
 $2.39
 $2,467
 $2.55
Nine Months Ended September 30,
20202019
(In millions, except per share data)Earnings per
Diluted Share
Earnings per
Diluted Share
Net Income Attributable to Common Shareholders$1,604 $1.64 $2,164 $2.22 
Mark-to-Market Impact of Economic Hedging Activities (net of taxes of $112 and $31, respectively)(329)(0.34)97 0.10 
Unrealized (Gains) Losses Related to NDT Fund Investments (net of taxes of $31 and $167, respectively)(a)
0.01 (181)(0.19)
Asset Impairments (net of taxes of $134 and $54, respectively)(b)
396 0.40 119 0.12 
Plant Retirements and Divestitures (net of taxes of $117 and $9, respectively)(c)
348 0.36 114 0.12 
Cost Management Program (net of taxes of $11 and $10, respectively)(d)
34 0.03 31 0.03 
Litigation Settlement Gain (net of taxes of $7)— — (19)(0.02)
Change in Environmental Liabilities (net of taxes of $6 and $5, respectively)18 0.02 18 0.02 
COVID-19 Direct Costs (net of taxes of $13)(e)
37 0.04 — — 
Deferred Prosecution Agreement Payments (net of taxes of $0)(j)
200 0.20 — — 
Asset Retirement Obligation (net of taxes of $1 and $9, respectively)(f)
— (84)(0.09)
Acquisition Related Costs (net of tax of $1)(g)
— — — 
Income Tax-Related Adjustments (entire amount represents tax expense)(h)
66 0.07 13 0.01 
Noncontrolling Interests (net of taxes of $2 and $18, respectively)(i)
17 0.02 58 0.06 
Adjusted (non-GAAP) Operating Earnings$2,403 $2.46 $2,329 $2.39 
__________
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 fund investments, the marginal statutory income tax rates for 20192020 and 20182019 ranged from 26.0 percent26.0% to 29.0 percent.29.0%. 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 fund investments were 47.1 percent48.3% and 7.7 percent47.1% for the three months ended September 30, 20192020 and 2018,2019, respectively. The effective tax rates for the unrealized gains and losses related to NDT fund investments were 48.1 percent134.1% and 55.5 percent48.1% for the nine months ended September 30, 20192020 and 2018,2019, respectively.

(a)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.
(b)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.
(c)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.
(d)Primarily represents reorganization costs related to cost management programs.
(e)
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.
(f)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.
(g)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

(a)Reflects the impact of net unrealized gains 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.
(b)In 2020, primarily reflects an impairment in the New England asset group. 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.
(c)In 2020, primarily reflects one-time chargesand accelerated depreciation and amortization associated with Generation's decisions in the third quarter of 2020 to early retire Byron and Dresden nuclear facilities in 2021 and Mystic Units 8 and 9 in 2024. In 2019, primarily reflects accelerated depreciation and amortization expenses associated with the early retirement of the TMI nuclear facility and certain fossil sites, a charge associated with a remeasurement of the TMI ARO and the loss on sale of Oyster Creek to Holtec.
(d)Primarily represents reorganization and severance costs related to cost management programs.
(e)Represents direct costs related to COVID-19 consisting primarily of costs to acquire personal protective equipment, costs for cleaning supplies and services, and costs to hire healthcare professionals to monitor the health of employees.
(f)In 2019, reflects a benefit related to Generation's annual nuclear ARO update for non-regulatory units.
(g)Reflects costs related to the acquisition of EDF's interest in CENG.
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(h)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 2020, primarily related to unrealized gains and losses on NDT fund investments for CENG units. In 2019, primarily related to the impact of the impairment of equity investments in distributed energy companies, partially offset by the impact of Generation's annual nuclear ARO update and unrealized gains on NDT fund investments for CENG units.
(j)Reflects the payments that ComEd will make under the Deferred Prosecution Agreement. See Note 14 - Commitments and the impactContingencies of the Generation's annual nuclear ARO updateCombined Notes to Consolidated Financial Statements for CENG units, partially offset by the impairment of certain equity investments in distributed energy companies.additional information.

Significant 20192020 Transactions and Developments
Cost Management ProgramsEarly Retirement of Generation Facilities
In August 2020, Generation announced that it intends to retire the Byron Generating Station in September 2021, Dresden Generating Station in November 2021, and Mystic Units 8 and 9 at the expiration of the cost of service commitment in May 2024. As a result, in the third quarter of 2020, Exelon continuesand Generation recognized a $500 million impairment of its New England asset group and one-time non-cash charges for Byron, Dresden, and Mystic related to materials and supplies inventory reserve adjustments, employee-related costs, and construction work-in-progress impairments, among other items. In addition, there will be ongoing annual financial impacts stemming from shortening the expected economic useful lives of these facilities, primarily related to accelerated depreciation of plant assets (including any ARC) and accelerated amortization of nuclear fuel. Such ongoing charges are excluded from Adjusted (non-GAAP) Operating Earnings.
The following table summarizes the incremental expense recorded in the third quarter of 2020 and the estimated amounts of incremental expense expected to be committedincurred for full year 2020 and through the retirement dates.
Projected(a)
Income statement expense (pre-tax)Three and Nine Months Ended September 30, 202020202021202220232024
Depreciation and amortization
     Accelerated depreciation(b)
$260 $930 $2,110 $105 $115 $50 
     Accelerated nuclear fuel amortization14 60 180 — — — 
Operating and maintenance
     One-time charges263 265 20 — — — 
     Other charges(c)
34 40 — 
     Contractual offset(d)
(129)(370)(755)— — — 
Total$442 $925 $1,560 $110 $120 $50 
_________
(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 of plant assets, including any ARC.
(c)Reflects primarily the net impacts associated with the remeasurement of the ARO for Dresden. See Note 7 – Nuclear Decommissioning of the Combined Notes to managing its costs. On October 31, 2019, Exelon announcedConsolidated Financial Statements for additional annual cost savingsinformation.
(d)Reflects contractual offset for ARO accretion, ARC depreciation, and net impacts associated with the remeasurement of approximately $100 million,the ARO for Byron and Dresden. 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 to be achieved by 2022. These actions are in responseand an adjustment to the continuing economic challenges confronting Generation’s business, necessitating continued focus on cost management through enhanced efficiency and productivity.regulatory liabilities at ComEd. See Note 9 – Asset Retirement Obligations of the Exelon 2019 Form 10-K 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 MDEDeferred Prosecution Agreement
On July 17, 2020, ComEd entered into a settlement agreementDeferred Prosecution Agreement (DPA) with the U.S. Attorney’s Office for the Northern District of Illinois (USAO) to resolve the USAO’s investigation into ComEd’s lobbying activities in the State of Illinois. Under the DPA, the USAO filed a single charge alleging that would resolve all outstanding issues betweenComEd improperly gave and offered to give jobs, vendor subcontracts, and payments associated with those jobs and subcontracts for the parties, effective uponbenefit of the Speaker of the Illinois House of Representatives and the Speaker’s associates, with the intent to
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influence the Speaker’s action regarding legislation affecting ComEd’s interests. The DPA provides that the USAO will defer any prosecution of such charge and any other criminal or civil case against ComEd in connection with the matters identified therein for a three-year period subject to FERC’s approval and incorporationcertain obligations of ComEd, including payment to the United States Treasury of $200 million, with $100 million payable within thirty days 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 termfiling of the new 50-year licenseDPA with the United States District Court for the Northern District of Illinois and is estimatedan additional $100 million within ninety days of such filing date. The payments will not be recovered in rates or charged to be, on average, $11 million to $14 million per year, including capitalcustomers, and operating costs. The actual timingComEd will not seek or accept reimbursement or indemnification from any source other than Exelon. See Note 14 — Commitments and amount of a majority of these costs are not currently fixed and will vary from year to year throughout the life of the new license. Generation cannot currently predict when FERC will issue the new license.Contingencies for additional information.
Utility Rates and Base Rate Proceedings
The Utility Registrants file base rate cases with their regulatory commissions seeking increases or decreases to their electric transmission and distribution, and gas distribution rates to recover their costs and earn a fair return on their investments. The outcomes of these regulatory proceedings impact the Utility Registrants’ current and future financial statements.
The following tables show the Utility Registrants’ completed and pending distribution base rate case proceedings in 2019.2020. See Note 62 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information on these and other regulatory proceedings.
Completed Distribution Base Rate Case Proceedings
Registrant/JurisdictionFiling DateRequested Revenue Requirement (Decrease) IncreaseApproved Revenue Requirement (Decrease) IncreaseApproved ROEApproval DateRate Effective Date
ComEd - Illinois (Electric)April 8, 2019$(6)$(17)8.91 %December 4, 2019January 1, 2020
DPL - Maryland (Electric)December 5, 2019 (amended April 23, 2020)17 12 9.60 %July 14, 2020July 16, 2020
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Registrant/JurisdictionFiling DateRequested Revenue Requirement (Decrease) IncreaseApproved Revenue Requirement (Decrease) IncreaseApproved ROEApproval DateRate Effective Date
ComEd - Illinois (Electric)April 16, 2018$(23)$(24)8.69%December 4, 2018January 1, 2019
PECO - Pennsylvania (Electric)March 29, 2018$82
$25
N/A
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
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
$10
9.6%August 12, 2019August 13, 2019
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Pending Distribution Base Rate Case Proceedings
Registrant/JurisdictionFiling DateRequested Revenue Requirement (Decrease) IncreaseRequested ROEExpected Approval Timing
ComEd - Illinois (Electric)April 16, 2020$(11)8.38 %Fourth quarter of 2020
PECO - Pennsylvania (Natural Gas)September 30, 202069 10.95 %Second quarter of 2021
BGE - Maryland (Electric and Natural Gas)May 15, 2020
(amended September 11, 2020)
228 10.1 %Fourth quarter of 2020
Pepco - District of Columbia (Electric)May 30, 2019 (amended June 1, 2020)136 9.7 %First quarter of 2021
Pepco - Maryland (Electric)October 26, 2020110 10.2 %Second quarter of 2021
DPL - Delaware (Natural Gas)February 21, 2020 (amended October 9, 2020)10.3 %First quarter of 2021
DPL - Delaware (Electric)March 6, 2020 (amended October 26, 2020)24 10.3 %Second quarter of 2021
Registrant/JurisdictionFiling DateRequested Revenue Requirement (Decrease) IncreaseRequested ROEExpected Approval Timing
ComEd - Illinois (Electric)April 8, 2019$(6)8.91%December 2019
BGE - Maryland (Electric)(a)
May 24, 2019 (amended October 4, 2019)$74
10.3%December 2019
BGE - Maryland (Natural Gas)(a)
May 24, 2019 (amended October 4, 2019)$59
10.3%December 2019
Pepco - District of Columbia (Electric)May 30, 2019 (amended September 16, 2019)$160
10.3%Fourth quarter of 2020
__________
(a)
On October 25, 2019, BGE filed a settlement agreement with the MDPSC. The settlement provides for an increase to BGE’s annual electric and natural gas distribution rates of $18 million and $45 million, respectively.
Transmission Formula RateRates
Transmission Formula Rate (Exelon, ComEd, PECO, BGE, PHI, Pepco, DPL, and ACE). ComEd’s, PECO'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 and PECO is required to file on or before May 31, with the resulting rates effective on June 1 of the same year. The annual update for ComEd, BGE, DPL, and ACE is based on prior year actual costs and current year projected capital additions (initial year revenue requirement). The annual update for PECO is based on prior year actual costs and current year projected capital additions, accumulated depreciation, and accumulated deferred income taxes. The annual update for Pepco is based on prior year actual costs and current year projected capital additions, accumulated depreciation, depreciation and amortization expense and accumulated deferred income taxes. The update for ComEd, BGE, DPL, and ACE 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). The update for PECO and Pepco also reconciles any differences between the actual costs and actual revenues for the calendar year (annual reconciliation).
For 2020, the following total increases/(decreases) were included in ComEd's, BGE's,ComEd’s, PECO's, BGE’s, Pepco's, DPL's, and ACE's 2019 annual electric transmission formula rate updates.filings:
RegistrantInitial Revenue Requirement Increase (Decrease)Annual Reconciliation DecreaseTotal Revenue Requirement Increase (Decrease)Allowed Return on Rate BaseAllowed ROE
ComEd$18 $(4)$14 8.17 %11.50 %
PECO(28)(23)7.47 %10.35 %
BGE16 (3)7.26 %10.50 %
Pepco(46)(44)7.81 %10.50 %
DPL(4)(40)(44)7.20 %10.50 %
ACE(25)(20)7.40 %10.50 %
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RegistrantInitial Revenue Requirement Increase (Decrease)Annual Reconciliation Increase (Decrease)Total Revenue Requirement Increase (Decrease)Allowed Return on Rate BaseAllowed ROE
ComEd21
(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 RateSales of Customer Accounts Receivable
On May 1, 2017, PECO filedApril 8, 2020, NER, a request with FERC seeking approval to update its transmission rates and change the manner inbankruptcy remote, special purpose entity, 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.
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.
On July 22, 2019, PECO and other parties filed with FERC a settlement agreement, which includes a ROE of 10.35%, inclusive of a 50 basis point adder for being a member of a RTO. The settlement did not have a material impact on PECO’s 2017, 2018, or 2019 annual transmission revenue requirements. A final order from FERC is expected before the end of the first quarter of 2020. PECO cannot predict the outcome of this proceeding, or the transmission formula FERC may approve.

Early Plant Retirements and Divestitures
Oyster Creek. Generation permanently ceased generation operations at Oyster Creek on September 17, 2018. On July 31, 2018,wholly owned by Generation, entered into an agreementaccounts receivable financing facility with Holtec Internationala number of financial institutions and its wholly owned subsidiary, Oyster Creek Environmental Protection, LLC, fora commercial paper conduit to sell certain customer accounts receivables. Generation received approximately $500 million of cash in accordance with the initial 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.approximately $1.2 billion receivables. See Note 35Mergers, 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 $113 million and $185 million incremental pre-tax net charge for the three and nine months ended September 30, 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 1 and Salem 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 6 — Regulatory Matters, Note 8 — Early Plant Retirements and Note 13 — Nuclear DecommissioningAccounts Receivable 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 September 30, 2019, Generation had approximately $730 million and $495 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 September 30, 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 7 — Asset Impairments and Note 11 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on the PG&E bankruptcy.

Other Key Business Drivers and Management Strategies
The following discussion of other key business driver and management strategies includes current developments of previously disclosed matters and new issues arising during the period that may impact future financial statements. This section should be read in conjunction with ITEM 1. Business and ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Other Key Business Drivers and Management Strategies in the Registrants' combined 20182019 Form 10-K and Note 16 -14 — Commitments and Contingencies to the Consolidated Financial Statements in this report for additional information on various environmental matters.
Power Markets
Complaints and PJM Filing at FERC Seeking to Mitigate ZEC Programs
PJM and NYISO capacity markets include a 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 Jersey ZEC, 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 and are no different than other renewable support 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, an expanded MOPR could 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, which could have a material effect on Exelon’s and Generation’s future cash flows and results of operations.
In June 2018, FERC addressed one of the MOPR complaints involving PJM and concluded 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. FERC suggested that modifying two elements of PJM’s existing tariff, as follows could produce a just and reasonable replacement.
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.
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 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. FERC has not yet issued a decision on the second MOPR complaint involving PJM or the MOPR complaint involving NYISO. On April 10, 2019, PJM notified FERC of its intent to proceed with the next capacity auction in August 2019 under the existing market rules and asked FERC to clarify that it would not require PJM to re-run the auction in the event FERC alters those market rules in its decision on the MOPR complaint. On July 25, 2019, FERC issued an order denying PJM’s request to clarify that any alteration of PJM’s existing market rules would operate prospectively and, therefore, directed PJM to not conduct the capacity auction in August 2019. 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.

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.
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)("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.security.
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 with a mandate to submit a("Working Group") report back to him within 90 days. On October 10, 2019, the President granted a 30-day extension to the deadline for the Working Group to submit the report.was made public on April 23, 2020. The Working Group report states that nuclear power is intrinsically tied to national security, and promises that the U.S. government will take bold actions to strengthen all parts of the nuclear fuel industry in the U.S. It recommends the Agreement Suspending the Antidumping Investigation on Uranium from the Russian Federation (the “Russian Suspension Agreement” or "RSA") be co-chairedextended and to consider reducing the amount of Russian imports of nuclear fuel. The Russian Suspension Agreement is the historical resolution of a 1991 DOC investigation that found that the Russians had been selling or “dumping” cheap uranium products into the U.S. The RSA has been amended several times in the intervening years to allow Russia to supply limited amounts of uranium products into the U.S.  It was set to expire at the end of 2020, but was amended on October 5, 2020 to extend for another 20 years.
The Working Group report should be viewed as policy recommendations that may be implemented by the Assistant to the President for National Security Affairsexecutive agencies, congress, and the Assistant to the President for Economic Policy. Exelon will monitor and volunteer to provide information to support the Working Group’s efforts.or regulatory bodies. Exelon and Generation cannot currently predict the outcome of all of the policy changes recommended by the Working Group report and subsequent actions.Group.
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 September 30, 2019,2020, the percentage of expected generation hedged for the Mid-Atlantic, Midwest, New York, and ERCOT reportable segments is 96%-99%, 84%-87%97%-100% and 54%-57%87%-90% for 2019, 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 63%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 concentrate can be obtained, although at prices that
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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 statements.

positions.
See Note 1011 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements and Item 3. 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
Air Quality
Clean Power Plan. Mercury and Air Toxics Standards Rule (MATS).On December 16, 2011, the EPA signed a final rule, known as MATS, to reduce emissions of hazardous air pollutants from power plants. MATS requires coal-fired power 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. In April 28, 2017,2014, the U.S. Court of Appeals for the D.C. Circuit issued a decision 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 power plant emissions of hazardous air pollutants, but did not vacate MATS. In 2016, the EPA issued a supplemental finding responding to the U.S. Supreme Court’s decision; the EPA concluded that, after considering costs, it remained appropriate and necessary to regulate hazardous air pollutants from power plants. On May 22, 2020, however, the EPA reversed course, publishing a final rule revoking the "appropriate and necessary" finding underpinning MATS. A coal mining company filed a lawsuit in the D.C. Circuit Court seeking vacatur of MATS based on EPA’s May 22, 2020 ruling. On September 11, 2020, the court granted a motion by Exelon and two other entities to intervene in that lawsuit to defend MATS, and on September 28, 2020, the court issued ordersan order holding this portion of MATS litigation in separate litigation related toabeyance. On July 21, 2020, Exelon and two other entities filed a lawsuit in the D.C. Circuit Court challenging the EPA’s actions underMay 22, 2020 rescission of the appropriate and necessary finding underpinning MATS; litigation on this portion of the case is ongoing.
The Clean Power Plan and Affordable Clean Energy Rule. The EPA’s 2015 Clean Power Plan (CPP) to amendestablished regulations addressing carbon dioxide emissions from existing fossil-fired power plants under Clean Air Act Section 111(d) regulation of existing fossil-fired. The CPP’s carbon pollution limits could be met through changes to the electric generatinggeneration system, including shifting generation from higher-emitting units and Section 111(b) regulationto lower- or zero-emitting units, as well as the development of new fossil-fired electric generating units.or expanded zero-emissions generation. In both cases,July 2019, the Court has determined to hold the litigation in abeyance pending a determination whether theEPA published its final Affordable Clean Energy rule, should be remanded to the EPA. In June 2019, EPA issued a final rule thatwhich repealed the CPP and finalized the Affordable Clean Energy rule to replace the CPPreplaced it with less stringent emissions guidelines for existing coal-fired power plants based on heat rate improvement measures that could be achieved within the fence line of existing powerindividual plants.
Primary SO2 National Ambient Air Quality Standards (NAAQS). EPA took final action Exelon, together with a coalition of other electric utilities, filed a lawsuit in the U.S. Court of Appeals for the D.C. Circuit on April 17,September 6, 2019, to retainchallenging the current primary SO2 standard without revision, leaving the standard established in 2010 in effect.
See Note 16 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information related to environmental matters, including the impact of environmental regulation.
Other Legislative and Regulatory Developments
IllinoisAffordable Clean Energy Progress Act
On March 14, 2019,rule as unlawful. This lawsuit has been consolidated with separate challenges to the Affordable Clean Energy Progress Act was introduced in the Illinois General Assembly to preserve Illinois’ clean energy choices arising from FEJArule filed by various states, non-governmental organizations, and empower the IPA to conduct capacity procurements outside of PJM’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 clean energy resources, (2) it establishes a goal of achieving 100% carbon-free power in the ComEd service territory by 2032, and (3) it implements reforms to enhance consumer protections in the state’s competitive retail electricity and natural gas markets, including Generation’s retail customers. Energy legislation has also been proposed by other stakeholders, including renewable resource developers, environmental advocates, and coal-fueled generators. Exelon and Generation are working with legislators and stakeholders and cannot predict the outcome or the potential financial impact, if any, on Exelon or Generation.
Keep Powering Pennsylvania Act
On March 11, 2019, the Keep Powering Pennsylvania Act was introduced in the Pennsylvania General Assembly to amend the Alternative Energy Portfolio Standards Act of 2004. The proposed legislation recognizes the value that all zero-emission electric generation resources provide to Pennsylvania by adding nuclear plants and certain other renewable generation resources (Tier III resources) to the zero-emission electric generation resources that currently receive alternative energy credits in Pennsylvania. Further, the proposed legislation would allow for these Tier III resources to continue to receive capacity payments at the same level as the PJM capacity auction clearing price. In order to initially qualify as a Tier III resource, a resource must make a commitment to operate for at least six years. The price of the alternative energy credits for Tier III resources is tied to the value of existing Tier I resources, with a price cap. Regulated utilities, including PECO, would be required to purchase alternative energy credits for all retail customers and allowed to recover those costs from customers. Exelon and Generation are working with legislators and stakeholders and cannot predict the outcome or the potential financial impact, if any, on Exelon or Generation.
Nuclear Powers Act of 2019
On April 12, 2019, the Nuclear Powers America Act of 2019 was introduced to the United States Congress, which expands the current 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 credit rate would be reduced to 26% in 2024, 22% in 2025, and 10% in 2026 and beyond. To qualify for the credit, the plant must be currently operational and must have applied for an operating license renewal before 2026.  Exelon and Generation are working with legislators and stakeholders and cannot predict the outcome or the potential financial impact, if any, on Exelon or Generation.business coalitions.
Employees
In April 2019, the second quarter of 2020, Generation, ComEd, and DPL ratified or extended CBAs as follows:
Generation ratified its CBA with SPFPA Local 238, which covers 122 security officers at Quad Cities.  The CBA expires in 2023.
ComEd extended its CBA with IBEW Local 15 coveringto 2022, which covers 80 employees in the System Services Group.
DPL ratified its CBAs with IBEW Locals 1238 and 1307, which together cover 857 employees. Both CBAs expire in 2024.
In the third quarter of 2020, Generation ratified CBAs as follows:
CBA with SEIU Local 1, which covers 102 security officers at BSC, ComEd and Generation, were extended through 2024. In June 2019, BGE’s union contract for approximately 1,400 employees within Local 410 was ratified, which did not have a material impact on BGE's financial statements. In July 2019, theLaSalle. The CBA between Generation and the Security Officer’s union at Byron, which was scheduled to expire on September 30, 2019, was extended to December 31, 2019. In September 2019, negotiations completed between Pepco andexpires in 2023.
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CBA with IBEW Local 1900 and the CBA will expire in 2022. In September 2019, the CBA between Generation and Local 614, which covers 74 employees at Conowingo, Eddystone, and Fairless Hills stations,Fairless. The CBA expires in 2023.
In the fourth quarter of 2020, Generation ratified CBAs as follows:
CBA with UGSOA Local 12, which was scheduled to expire on November 3, 2019, was extended to March 3, 2020.covers 113 security officers at Limerick. The CBA expires in 2025.
CBA with IBEW Local 97, which covers 494 employees at Nine Mile Point. The CBA expires in 2025.
Critical Accounting Policies and Estimates
Management of each of the Registrants makes a number of significant estimates, assumptions, and judgments in the preparation of its financial statements. At September 30, 2019,2020, the Registrants’ critical accounting policies and estimates had not changed significantly from December 31, 2018.2019. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Critical Accounting Policies and Estimates in the Registrants' 20182019 Form 10-K for further information.

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Results of Operations by Registrant
The Registrants'Results of Operations — Generation
Generation’s 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
Three Months Ended
September 30,
 
Favorable
(Unfavorable)
Variance
 Nine Months Ended
September 30,
 
Favorable
(Unfavorable)
Variance
Three Months Ended
September 30,
Favorable
(Unfavorable)
Variance
Nine Months Ended
September 30,


Favorable
(Unfavorable)
Variance
2019 2018 2019 2018 2020201920202019
Operating revenues$4,774
 $5,278
 $(504) $14,280
 $15,368
 $(1,088)Operating revenues$4,659 $4,774 $(115)$13,272 $14,280 $(1,008)
Purchased power and fuel expense2,651
 2,980
 329
 8,148
 8,552
 404
Purchased power and fuel expense2,314 2,651 337 6,961 8,148 1,187 
Revenues net of purchased power and fuel expense2,123
 2,298
 (175) 6,132
 6,816
 (684)Revenues net of purchased power and fuel expense2,345 2,123 222 6,311 6,132 179 
Other operating expenses           Other operating expenses
Operating and maintenance1,087
 1,370
 283
 3,570
 4,126
 556
Operating and maintenance1,737 1,087 (650)4,188 3,570 (618)
Depreciation and amortization407
 468
 61
 1,221
 1,383
 162
Depreciation and amortization558 407 (151)1,161 1,221 60 
Taxes other than income129
 143
 14
 394
 414
 20
Taxes other than income taxesTaxes other than income taxes118 129 11 364 394 30 
Total other operating expenses1,623
 1,981
 358
 5,185
 5,923
 738
Total other operating expenses2,413 1,623 (790)5,713 5,185 (528)
(Loss) gain on sales of assets and businesses(18) (6) (12) 15
 48
 (33)
Operating income482

311
 171
 962

941
 21
(Loss) Gain on sales of assets and businesses(Loss) Gain on sales of assets and businesses— (18)18 12 15 (3)
Operating (loss) incomeOperating (loss) income(68)482 (550)610 962 (352)
Other income and (deductions)           Other income and (deductions)
Interest expense, net(109) (101) (8) (336) (305) (31)Interest expense, net(80)(109)29 (277)(336)59 
Other, net128
 179
 (51) 729
 164
 565
Other, net367 128 239 199 729 (530)
Total other income and (deductions)19
 78
 (59) 393
 (141) 534
Total other income and (deductions)287 19 268 (78)393 (471)
Income before income taxes501
 389
 112
 1,355
 800
 555
Income before income taxes219 501 (282)532 1,355 (823)
Income taxes87
 78
 (9) 388
 110
 (278)Income taxes100 87 (13)41 388 347 
Equity in losses of unconsolidated affiliates(170) (11) (159) (183) (23) (160)Equity in losses of unconsolidated affiliates(2)(170)168 (6)(183)177 
Net income244

300

(56)
784

667

117
Net income117 244 (127)485 784 (299)
Net (loss) income attributable to noncontrolling interests(13) 66
 79
 56
 120
 64
Net income (loss) attributable to noncontrolling interestsNet income (loss) attributable to noncontrolling interests68 (13)81 (85)56 (141)
Net income attributable to membership interest$257
 $234
 $23
 $728
 $547
 $181
Net income attributable to membership interest$49 $257 $(208)$570 $728 $(158)
Three Months Ended September 30, 20192020 Compared to Three Months Ended September 30, 2018.2019. Net income attributable to membership interest increaseddecreased $208 million by $23 million primarilyprimarily due to:
AbsenceImpairment of the New England asset group;
One-time charges and accelerated depreciation and amortization associated with Generation's decisions in the third quarter of 2020 to early retire Byron and Dresden nuclear facilities in 2021 and
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Mystic Units 8 and 9 in 2024, partially offset by the absence of accelerated depreciation and amortization due to the early retirement of TMI in September 2019;
Reduction in load due to COVID-19; and
COVID-19 direct costs.
The decreases were partially offset by:
Higher mark-to-market gains;
Higher net unrealized gains on NDT funds;
Lower operating and maintenance expense primarily due to lower contracting and travel costs; and
Higher capacity revenue.
Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019.Net income attributable to membership interest decreased $158 million by primarily due to:
Impairment of the New England asset group;
One-time charges and accelerated depreciation and amortization associated with Generation's decisions in the third quarter of 2020 to early retire Byron and Dresden nuclear facilities in 2021 and Mystic Units 8 and 9 in 2024, partially offset by the absence of accelerated depreciation and amortization due to the early retirement of the Oyster Creek nuclear facilityTMI in September 20182019;
Lower net unrealized and the absence of a charge associated with the remeasurement of the Oyster Creek ARO;realized gains on NDT funds;
DecreasedLower capacity revenue;
Higher nuclear outage daysdays;
Reduction in 2019;load due to COVID-19; and
Increased New York ZEC pricesCOVID-19 direct costs.
The decreases were partially offset by:
Higher mark-to-market gains;
Lower operating and maintenance expense primarily due to previous cost management programs, lower contracting costs, and lower travel costs;
Lower depreciation and amortization expense due to the impact of extending the operating license at Peach Bottom;
Lower nuclear fuel costs;
The approval of the New Jersey ZEC program in the second quarter of 2019;
A benefit associated with the annual nuclear ARO update; and
Decreased Operating and maintenance expense, which includes the impacts of previous cost management programs and lower pension and OPEB costs.
The increases were partially offset by:
Lower capacity prices;

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Lower mark-to-market gains; and
Lower realized energy prices.
Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018.NetAn income attributable to membership interesttax settlement. increased by $181 million 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 the absence of a charge associated with the remeasurement of the Oyster Creek ARO;
Decreased Operating and maintenance expense which includes the impacts of previous cost management programs and lower pension and OPEB costs;
Decreased nuclear outage days in 2019; and
A benefit associated with the remeasurement of the TMI ARO in the first quarter of 2019 and the annual nuclear ARO update in the third quarter of 2019.
The increases were partially offset by:
Lower realized energy prices;
Lower capacity prices;
The absence of the revenues recognized in the first quarter of 2018 related to ZECs generated in Illinois from June through December 2017, partially offset by increased New York ZEC prices and the approval of the New Jersey ZEC Program in the second quarter of 2019; and
Higher mark-to-market losses.
Revenues Net of Purchased Power and Fuel Expense. 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 with these same geographic regions. Generation's five reportable segments are Mid-Atlantic,Mid-
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Atlantic, Midwest, New 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 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. See Note 244 - Segment Information of the Combined Notes to Consolidated Financial Statements for additional information.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: 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.

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For the three and nine months ended September 30, 2020 compared to 2019, and 2018, RNF by region were as follows:follows. See Note 4 - Segment Information of the Combined Notes to the Consolidated Financial Statements for additional information on Purchase power and fuel expense for Generation’s reportable segments.
Three Months Ended
September 30,
 Variance % Change Nine Months Ended
September 30,
 Variance % ChangeThree Months Ended
September 30,
Variance% ChangeNine Months Ended
September 30,
Variance% Change
2019 2018 2019 2018 2020201920202019
Mid-Atlantic(a)
$689
 $763
 $(74) (9.7)% $2,023
 $2,348
 $(325) (13.8)%
Mid-Atlantic(a)
$591 $689 $(98)(14.2)%$1,683 $2,023 $(340)(16.8)%
Midwest(b)
747
 768
 (21) (2.7)% 2,247
 2,400
 (153) (6.4)%
Midwest(b)
750 747 0.4 %2,178 2,247 (69)(3.1)%
New York291
 292
 (1) (0.3)% 810
 841
 (31) (3.7)%New York285 291 (6)(2.1)%725 810 (85)(10.5)%
ERCOT72
 98
 (26) (26.5)% 225
 216
 9
 4.2 %ERCOT147 72 75 104.2 %325 225 100 44.4 %
Other Power Regions184
 180
 4
 2.2 % 478
 607
 (129) (21.3)%Other Power Regions225 184 41 22.3 %538 478 60 12.6 %
Total electric revenue net of purchased power and fuel expense1,983
 2,101
 (118) (5.6)% 5,783
 6,412
 (629) (9.8)%
Proprietary Trading(1) 5
 (6) (120.0)% 10
 39
 (29) (74.4)%
Total electric revenues net of purchased power and fuel expenseTotal electric revenues net of purchased power and fuel expense1,998 1,983 15 0.8 %5,449 5,783 (334)(5.8)%
Mark-to-market gains (losses)17
 71
 (54) (76.1)% (84) (104) 20
 (19.2)%Mark-to-market gains (losses)255 17 238 1,400.0 %472 (84)556 661.9 %
Other124
 121
 3
 2.5 % 423
 469
 (46) (9.8)%Other92 123 (31)(25.2)%390 433 (43)(9.9)%
Total revenue net of purchased power and fuel expense$2,123
 $2,298
 $(175) (7.6)% $6,132
 $6,816
 $(684) (10.0)%Total revenue net of purchased power and fuel expense$2,345 $2,123 $222 10.5 %$6,311 $6,132 $179 2.9 %
_________
(a)Includes results of transactions with PECO, BGE, Pepco, DPL and ACE.
(b)Includes results of transactions with ComEd.
(a)Includes results of transactions with PECO, BGE, Pepco, DPL, and ACE.
(b)Includes results of transactions with ComEd.



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Generation’s supply sources by region are summarized below:
Three Months Ended
September 30,
Variance% ChangeNine Months Ended
September 30,
Variance% Change
Three Months Ended
September 30,
 Variance % Change Nine Months Ended
September 30,
 Variance % Change
Supply source (GWhs)2019 2018 2019 2018 
Supply Source (GWhs)Supply Source (GWhs)20202019Variance% Change20202019Variance% Change
Nuclear Generation(a)
               
Nuclear Generation(a)
Mid-Atlantic15,281
 16,197
 (916) (5.7)% 44,436
 48,924
 (4,488) (9.2)%Mid-Atlantic13,679 15,281 (1,602)(10.5)%39,630 44,436 (4,806)(10.8)%
Midwest23,730
 23,834
 (104) (0.4)% 71,459
 70,532
 927
 1.3 %Midwest24,471 23,730 741 3.1 %71,929 71,459 470 0.7 %
New York7,204
 6,518
 686
 10.5 % 20,783
 19,758
 1,025
 5.2 %New York6,734 7,204 (470)(6.5)%19,296 20,783 (1,487)(7.2)%
Total Nuclear Generation46,215
 46,549
 (334) (0.7)% 136,678

139,214
 (2,536) (1.8)%Total Nuclear Generation44,884 46,215 (1,331)(2.9)%130,855 136,678 (5,823)(4.3)%
Fossil and Renewables            

 

Fossil and Renewables
Mid-Atlantic485
 853
 (368) (43.1)% 2,351
 2,660
 (309) (11.6)%Mid-Atlantic304 485 (181)(37.3)%1,864 2,351 (487)(20.7)%
Midwest262
 244
 18
 7.4 % 981
 1,020
 (39) (3.8)%Midwest196 262 (66)(25.2)%852 981 (129)(13.1)%
New York3
 1
 2
 200.0 % 4
 3
 1
 33.3 %New York(2)(66.7)%(1)(25.0)%
ERCOT4,500
 3,137
 1,363
 43.4 % 10,644
 8,389
 2,255
 26.9 %ERCOT4,394 4,500 (106)(2.4)%10,658 10,644 14 0.1 %
Other Power Regions3,135
 3,628
 (493) (13.6)% 8,789
 10,692
 (1,903) (17.8)%Other Power Regions2,794 3,135 (341)(10.9)%8,905 8,789 116 1.3 %
Total Fossil and Renewables8,385
 7,863
 522
 6.6 % 22,769

22,764
 5
  %Total Fossil and Renewables7,689 8,385 (696)(8.3)%22,282 22,769 (487)(2.1)%
Purchased Power            

 

Purchased Power
Mid-Atlantic5,235
 3,504
 1,731
 49.4 % 10,359
 4,828
 5,531
 114.6 %Mid-Atlantic8,252 5,235 3,017 57.6 %17,924 10,359 7,565 73.0 %
Midwest124
 174
 (50) (28.7)% 662
 733
 (71) (9.7)%Midwest71 124 (53)(42.7)%595 662 (67)(10.1)%
ERCOT1,329
 1,811
 (482) (26.6)% 3,585
 5,504
 (1,919) (34.9)%ERCOT1,104 1,329 (225)(16.9)%3,351 3,585 (234)(6.5)%
Other Power Regions13,006
 12,705
 301
 2.4 % 36,693
 32,731
 3,962
 12.1 %Other Power Regions14,512 13,006 1,506 11.6 %37,981 36,693 1,288 3.5 %
Total Purchased Power19,694
 18,194
 1,500
 8.2 % 51,299

43,796
 7,503
 17.1 %Total Purchased Power23,939 19,694 4,245 21.6 %59,851 51,299 8,552 16.7 %
Total Supply/Sales by Region(c)            

 

Mid-Atlantic(b)
21,001
 20,554
 447
 2.2 % 57,146
 56,412
 734
 1.3 %
Mid-Atlantic(b)
22,235 21,001 1,234 5.9 %59,418 57,146 2,272 4.0 %
Midwest(b)
24,116
 24,252
 (136) (0.6)% 73,102
 72,285
 817
 1.1 %
Midwest(b)
24,738 24,116 622 2.6 %73,376 73,102 274 0.4 %
New York7,207
 6,519
 688
 10.6 % 20,787
 19,761
 1,026
 5.2 %New York6,735 7,207 (472)(6.5)%19,299 20,787 (1,488)(7.2)%
ERCOT5,829
 4,948
 881
 17.8 % 14,229
 13,893
 336
 2.4 %ERCOT5,498 5,829 (331)(5.7)%14,009 14,229 (220)(1.5)%
Other Power Regions16,141
 16,333
 (192) (1.2)% 45,482
 43,423
 2,059
 4.7 %Other Power Regions17,306 16,141 1,165 7.2 %46,886 45,482 1,404 3.1 %
Total Supply/Sales by Region74,294
 72,606
 1,688
 2.3 % 210,746

205,774
 4,972
 2.4 %Total Supply/Sales by Region76,512 74,294 2,218 3.0 %212,988 210,746 2,242 1.1 %
_________
(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 ACE in the Mid-Atlantic region and affiliate sales to ComEd in the Midwest region.

(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 ACE in the Mid-Atlantic region and affiliate sales to ComEd in the Midwest region.
(c)Reflects a decrease in load due to COVID-19.
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For the three and nine months ended September 30, 2020 compared to 2019, and 2018, changes in RNF by region were as follows:
Increase/ (Decrease)Three Months Ended
September 30, 2019
Increase/ (Decrease)Nine Months Ended
September 30, 2019
Increase/ (Decrease)Three Months Ended
September 30, 2020
Increase/ (Decrease)Nine Months Ended September 30, 2020
Mid-Atlantic$(74)
• decreased capacity prices
• decreased revenue due to permanent cease of generation operations at Oyster Creek in Q3 2018
• lower realized energy prices, partially offset by
• increased ZEC revenues due to the approval of the NJ ZEC program in Q2 2019

$(325)
• lower realized energy prices
• decreased revenue due to permanent cease of generation operations at Oyster Creek in Q3 2018
• increased nuclear outage days primarily at Salem
• decreased capacity prices, partially offset by
• increased ZEC revenues due to the approval of the NJ ZEC program in Q2 2019
Mid-Atlantic$(98)• decreased revenue due to permanent cease of generation operations at TMI in the third quarter of 2019
• lower realized energy prices, partially offset by
• increase in new contracted load, offset by impacts of COVID-19
• increased capacity revenue
$(340)• decreased revenue due to permanent cease of generation operations at TMI in the third quarter of 2019
• decreased capacity revenue
• lower realized energy prices, partially offset by
• increase in new contracted load, offset by impacts of COVID-19
• increased ZEC revenues due to the approval of the NJ ZEC program in the second quarter of 2019
Midwest(21)
• decreased capacity prices partially offset by
• higher realized energy prices


(153)
• the absence of the revenue recognized in the first quarter 2018 related to ZECs generated in Illinois from June through December 2017, partially offset by
• higher realized energy prices and
• decreased nuclear outage days
Midwest• increase in total ISO sales offset by impacts of COVID-19
• decreased nuclear outage days
• increased capacity revenue, partially offset by
• lower realized energy prices
(69)• decreased capacity revenue
• lower realized energy prices, partially offset by
• increase in total ISO sales offset by impacts of COVID-19
• decreased nuclear outage days
New York(1)
• lower realized energy prices
• decreased capacity prices, partially offset by
• increased ZEC revenues due to higher ZEC prices and increased output at Fitzpatrick
• decreased nuclear outage days
(31)
• lower realized energy prices
• decreased capacity prices, partially offset by
• increased ZEC revenues due to higher ZEC prices and increased output at Fitzpatrick
• decreased nuclear outage days

New York(6)• increased nuclear outage days
• decreased ZEC revenues due to increased nuclear outage days
• lower realized energy prices, partially offset by
• increase in new contracted load, offset by impacts of COVID-19
• increased capacity revenue
(85)• increased nuclear outage days
• decreased ZEC revenues due to increased nuclear outage days
• lower realized energy prices,
• decreased load due to COVID-19 offset by new contracted load, partially offset by
• increased capacity revenue
ERCOT(26)• decrease due to higher procurement costs for owned and contracted assets9
• higher realized energy prices, partially offset by
• higher procurements costs for owned and contracted assets
ERCOT75 • higher portfolio optimization
• lower procurement costs for owned and contracted assets
100 • higher portfolio optimization
• lower procurement costs for owned and contracted assets
Other Power Regions4
• higher realized energy prices, partially offset by
• decreased capacity prices
(129)
• lower realized energy prices
• decreased capacity prices
Other Power Regions41 • increase in new contracted load, offset by impacts of COVID-19
• higher portfolio optimization, partially offset by
• decreased capacity revenue
• lower realized energy prices
60 • increase in new contracted load, offset by impacts of COVID-19
• higher portfolio optimization, partially offset by
• decreased capacity revenue
• lower realized energy prices
Proprietary Trading(6)• congestion activity(29)• congestion activity
Mark-to-market(a)
(54)• gains on economic hedging activities of $17 million in 2019 compared to gains of $71 million in 201820
• losses on economic hedging activities of $84 million in 2019 compared to losses of $104 million in 2018
Mark-to-market(a)
238 • gains on economic hedging activities of $255 million in 2020 compared to gains of $17 million in 2019556 • gains on economic hedging activities of $472 million in 2020 compared to losses of $84 million in 2019
Other3
• no significant changes(46)
• the impacts of declining natural gas prices, partially offset by
• decrease in accelerated nuclear fuel amortization associated with announced early plant retirements
Other(31)• decreased revenue related to the energy efficiency business
• increase in accelerated nuclear fuel amortization associated with announced early plant retirements
(43)• decreased revenue related to the energy efficiency business
• increase in accelerated nuclear fuel amortization associated with announced early plant retirements
Total$(175) $(684) Total$222 $179 
_________
(a)See Note 10 — Derivative Financial Instruments for additional information on mark-to-market losses.

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See Note 11 — Derivative Financial Instruments for additional information on mark-to-market gains (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. 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
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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.
Three Months Ended
September 30,
 Nine Months Ended
September 30,
Three Months Ended
September 30,
Nine Months Ended
September 30,
2019 2018 2019 20182020201920202019
Nuclear fleet capacity factor95.5% 93.6% 95.9% 94.4%Nuclear fleet capacity factor96.0 %95.5 %95.1 %95.9 %
Refueling outage days15
 36
 145
 198
Refueling outage days17 15 203 145 
Non-refueling outage days15
 12
 43
 20
Non-refueling outage days15 15 43 
The changes in Operating and maintenance expense consisted of the following:
 Three Months Ended
September 30, 2019
 Nine Months Ended
September 30, 2019
 Increase (Decrease) Increase (Decrease)
Labor, other benefits, contracting, materials(a)
$(77) $(135)
Nuclear refueling outage costs, including the co-owned Salem plants(35) (52)
Corporate allocations(12) (41)
Insurance(b)

 31
Merger and integration costs
 (5)
Plant retirements and divestitures(c)
(78) (164)
Change in environmental liabilities13
 6
ARO update(d)
(66) (66)
Asset Impairments(e)
(6) (38)
Pension and non-pension postretirement benefits expense(11) (44)
Allowance for uncollectible accounts(1) (18)
Accretion expense(11) (28)
Other1
 (2)
Decrease in Operating and maintenance expense$(283) $(556)
Three Months Ended
September 30, 2020
Nine Months Ended September 30, 2020
 Increase (Decrease)Increase (Decrease)
Asset impairments$499 $504 
Plant retirements and divestitures137 206 
ARO update65 65 
Change in environmental liabilities22 24 
COVID-19 direct costs10 33 
Credit loss expense(a)
19 
Litigation settlements— 26 
Nuclear refueling outage costs, including the co-owned Salem plants(3)52 
Accretion expense(5)(20)
Pension and non-pension postretirement benefits expense(6)(15)
Corporate allocations(12)(40)
Travel costs(13)(25)
Labor, other benefits, contracting and materials(b)
(39)(196)
Other(7)(15)
Increase in operating and maintenance expense$650 $618 
_________ 
(a)Primarily reflects decreased costs related to the permanent cease of generation operations at Oyster Creek, lower labor costs resulting from previous cost management programs, and lower pension and OPEB costs.
(b)Primarily reflects the absence of a supplemental NEIL insurance distribution received in the first quarter of 2018.
(c)Primarily due to the benefit recorded in the first quarter of 2019 for the remeasurement of the TMI ARO and the absence of a charge associated with the remeasurement of the Oyster Creek ARO in the third quarter of 2018.
(d)Primarily reflects a benefit related to Generation's annual nuclear ARO update for non-regulatory units.
(e)Primarily due to the impairment of certain wind projects recorded in the second quarter of 2018.
(a)Increased credit loss expense including impacts from COVID-19.
(b)Primarily reflects decreased costs related to the permanent cease of generation operations at TMI, lower labor costs resulting from previous cost management programs, and decreased contracting costs.
Depreciation and Amortizationamortization expense for the three months ended September 30, 2020 compared to the same period in 2019 increased primarily due to the accelerated depreciation and amortization associated with Generation's decision to early retire the Byron and Dresden nuclear facilities and for the nine months ended September 30, 2020 compared to the same period in 2019 decreased primarily due to the permanent cease of generation operations at TMI partially offset by the accelerated depreciation and amortization associated with Generation's decision to early retire the Byron and Dresden nuclear facilities.
Taxes other than income taxes for the three and nine months ended September 30, 2020 compared to the same period in 2019 decreased primarily due to decreased sales and power usage.
(Loss) Gain on sales of assets and businesses for the three months ended September 30, 2020 compared to the same period in 2019 increased primarily due to a loss on Generation's sale of Oyster Creek in the third quarter of 2019 and for the nine months ended September 30, 2020 compared to the same period in 2019
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decreased primarily due to Generation's gain on sale of certain wind assets in the second quarter of 2019 partially offset by the loss on sale of Oyster Creek.
Interest Expense for the three and nine months ended September 30, 20192020 compared to the same period in 20182019 decreased primarilyprimarily due to the permanent ceaseredemption of generation operations at Oyster Creeklong-term debt in the third quarter of 2018.2020.
Gain (Loss) on Sales of Assets and Businesses for the three months ended September 30, 2019 compared to the same period in 2018 decreased primarily due to Generation's sale of Oyster Creek. Gain (loss) on sales of

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assets and businesses for the nine months ended September 30, 2019 compared to the same period in 2018 decreased primarily due to Generation's sale of its electrical contracting business in the first quarter of 2018.
Other, net for the three months ended September 30, 20192020 compared to the samesame period in 2018 decreased2019 increased and for the nine months ended September 30, 20192020 compared to the same period in 2018 increased due2019 decreased due to activity associated with NDT funds as described in the table below:
Three Months Ended
September 30,
Nine Months Ended
September 30,
Three Months Ended
September 30,
 Nine Months Ended
September 30,
2020201920202019
2019 2018 2019 2018
Net unrealized gains (losses) on NDT funds(a)
$55

$72
 $236
 $(143)
Net unrealized gains on NDT funds(a)
Net unrealized gains on NDT funds(a)
$254 

$55 $$236 
Net realized gains on sale of NDT funds(a)
9
 29
 231
 164
Net realized gains on sale of NDT funds(a)
— 58 231 
Interest and dividend income on NDT funds(a)
24
 29
 85
 93
Interest and dividend income on NDT funds(a)
23 24 69 85 
Contractual elimination of income tax expense(b)
31
 29
 150
 24
Contractual elimination of income tax expense(b)
89 31 46 150 
Other9
 20
 27
 26
Other25 27 
Total other, net$128
 $179
 $729
 $164
Total other, net$367 $128 $199 $729 
_________ 
(a)Unrealized gains (losses), realized gains and interest and dividend income on the NDT funds are associated with the Non-Regulatory Agreement units.
(b)Contractual elimination of income tax expense is associated with the income taxes on the NDT funds of the Regulatory Agreement units.
(a)Unrealized gains, realized gains and interest and dividend income on the NDT funds are associated with the Non-Regulatory Agreement Units.
(b)Contractual elimination of income tax expense is associated with the income taxes on the NDT funds of the Regulatory Agreement Units.

Effective income tax rates were were 45.7% and 17.4% and 20.1% for the three months ended September 30, 20192020 and 2018,2019, respectively. Generation's effective income tax rates were 28.6% were 7.7% and 13.8%28.6% for the nine months ended September 30, 20192020 and 2018,2019, respectively. The change is primarily relatedrelates to a reduction in renewable tax credits and one-time tax adjustments.settlements and an increase in tax credits. See Note 129 — Income Taxes of the Combined Notes to Consolidated Financial Statements for additional information.information
Equity in losses of unconsolidated affiliatesfor the three and nine months ended September 30, 20192020 compared to the same period in 2018 decreased2019 increased primarily due to the impairment of equity method investments in certain distributed energy companies.companies in the third quarter of 2019.
Net income attributable to noncontrolling interests for the three and nine months ended September 30, 20192020 compared to the same period in 20182019 increased primarily due to higher net gains on NDT fund investments for CENG and for the nine months ended September 30, 2020 compared to the same period in 2019 decreased primarily due to the offsetting noncontrolling interest impact of the impairment of equity methodlower unrealized losses on NDT fund investments in certain distributed energy companies.for CENG.

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Results of Operations — ComEd
Three Months Ended
September 30,
 
Favorable
(Unfavorable)
Variance
 Nine Months Ended
September 30,
 
Favorable
(Unfavorable)
Variance
Three Months Ended
September 30,
Favorable
(Unfavorable)
Variance
Nine Months Ended
September 30,
Favorable
(Unfavorable)
Variance
2019 2018 2019 2018 2020201920202019
Operating revenues$1,583
 $1,598
 $(15) $4,342
 $4,508
 $(166)Operating revenues$1,643 $1,583 $60 $4,499 $4,342 $157 
Operating expensesOperating expenses
Purchased power expense577
 619
 42
 1,469
 1,702
 233
Purchased power expense606 577 (29)1,557 1,469 (88)
Revenues net of purchased power expense1,006
 979
 27
 2,873
 2,806
 67
Other operating expenses           
Operating and maintenance340
 337
 (3) 967
 974
 7
Operating and maintenance321 340 19 1,173 967 (206)
Depreciation and amortization259
 237
 (22) 767
 696
 (71)Depreciation and amortization294 259 (35)841 767 (74)
Taxes other than income80
 82
 2
 228
 238
 10
Total other operating expenses679
 656
 (23) 1,962
 1,908
 (54)
Taxes other than income taxesTaxes other than income taxes81 80 (1)227 228 
Total operating expensesTotal operating expenses1,302 1,256 (46)3,798 3,431 (367)
Gain on sales of assets1
 
 1
 4
 5
 (1)Gain on sales of assets— (1)— (4)
Operating income328
 323
 5
 915
 903
 12
Operating income341 328 13 701 915 (214)
Other income and (deductions)           Other income and (deductions)
Interest expense, net(91) (85) (6) (268) (261) (7)Interest expense, net(95)(91)(4)(287)(268)(19)
Other, net8
 7
 1
 27
 21
 6
Other, net10 32 27 
Total other income and (deductions)(83) (78) (5) (241) (240) (1)Total other income and (deductions)(85)(83)(2)(255)(241)(14)
Income before income taxes245
 245
 
 674
 663
 11
Income before income taxes256 245 11 446 674 (228)
Income taxes45
 52
 7
 130
 140
 10
Income taxes60 45 (15)142 130 (12)
Net income$200
 $193
 $7
 $544
 $523
 $21
Net income$196 $200 $(4)$304 $544 $(240)
Three Months Ended September 30, 20192020 Compared toThree Months Ended September 30, 2018.2019. Net income remained relatively consistent for the three months ended September 30, 2019 as2020 compared to the same period in 2018.2019.
Nine Months Ended September 30, 20192020 Compared to Nine Months Ended September 30, 2018.2019. Net incomeincome increased $21decreased $240 million as compared to the same period in 2018,2019, primarily due to higher electric distribution,payments that ComEd will make under the Deferred Prosecution Agreement, an impairment charge resulting from acquisition of transmission assets, and energy efficiency formula rate earnings (reflecting the impacts of higher rate base, partially offset by lower allowed electric distribution ROE due to a decrease in treasury rates). 
Revenues Net of Purchased Power Expense. There are certain drivers of Operating revenues that are fullyrates, partially offset by their impact on Purchased power expense, such as commodity, REC,higher electric distribution formula rate earnings (reflecting the impacts of higher rate base). See Note 14 — Commitments 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 haveContingencies of the choiceCombined Notes to purchase electricity from competitive electric generation suppliers. Customer choice programs do not impact the volume of deliveries but do impact Operating revenuesConsolidated Financial Statements for additional information related to supplied electricity.

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The changes in RNFOperating revenues consisted of the following:
Three Months Ended
September 30, 2019
 Nine Months Ended
September 30, 2019
Three Months Ended
September 30, 2020
Nine Months Ended
September 30, 2020
Increase (Decrease) Increase (Decrease)IncreaseIncrease (Decrease)
Electric distribution$11
 $48
Electric distribution$11 $31 
Transmission5
 27
Transmission(4)
Energy efficiency9
 36
Energy efficiency10 29 
Uncollectible accounts recovery, net(3) (5)
Other5
 (39)Other16 21 
45 77 
Regulatory required programsRegulatory required programs15 80 
Total increase$27
 $67
Total increase$60 $157 
Revenue Decoupling. The demand for electricity is affected by weather conditions and customer usage. 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. Electric distribution revenue increased duringfor the three and nine months ended September 30, 20192020 as
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compared to the same period in 2018, primarily2019, due to the impact of higher rate base and increased depreciation expenses,higher fully recoverable costs, offset by lower allowed ROE due to a decrease in treasury rates. See Note 62 — 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 revenuerevenue increased for the three months ended September 30, 2019 as2020 compared to the same period in 2018,2019, primarily due to the impact of higher rate baseincreased peak load and higher fully recoverable costs. Transmission revenue increasedTransmission revenue decreased for the nine months ended September 30, 2019 as2020 compared to the same period in 2018,2019, primarily due to the impact of increaseddecreased peak load higher rate base, andpartially offset by higher fully recoverable costs. See Note 62 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
Energy Efficiency Revenue. 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. UnderUnder 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 during the three and nine months ended September 30, 20192020 as compared to the same period in 2018,2019, primarily due to the impact of higher rate base and increased regulatory asset amortization.amortization which is fully recoverable. See Depreciation and amortization expense discussions below and Note 62 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
Uncollectible Accounts Recovery, NetOther Revenue represents recoveries under the uncollectible accounts tariff. See Operating and maintenance expense discussion below for additional information on this tariff.
Other revenueprimarily includes rental revenue, revenue relatedassistance provided to late payment charges,other utilities through mutual assistance revenues, and recoveries of environmental costs associated with MGP sites.programs. The increase in Other revenue remained consistentrevenue for the three and nine months ended September 30, 20192020 as compared to the same period in 2018. The decrease in Other revenue for the nine months ended September 30, 2019, as compared to the same period in 2018 primarily reflects absence of mutual assistance revenues associated with hurricane and winter storm restoration efforts that occurredefforts.
Regulatory Required Programs represents revenues collected under approved riders to recover costs incurred for regulatory programs such as recoveries under the credit loss expense tariff, environmental costs associated with MGP sites, and costs related to electricity, ZEC and REC procurement. The riders are designed to provide full and current cost recovery. The costs of these programs are included in Q1 2018. An equalPurchased power and offsetting amount was included infuel expense, Operating and maintenance expense, Depreciation and amortization expense and Taxes other than income. Customers have the choice to purchase electricity from competitive electric generation suppliers. Customer choice programs do not impact the volume of deliveries but impact Operating revenues related to supplied electricity. Drivers of Operating revenues related to electricity, ZEC and REC procurement costs, and participation in customer choice programs are fully offset by their impact on Purchased power and fuel expense. ComEd recovers electricity, ZEC, and REC procurement costs from customers without mark-up.
See Note 184 — Segment Information of the Combined Notes to Consolidated Financial Statements for the presentation of ComEd's revenue disaggregation.

The increase of $29 million and $88 million for the three and nine months ended September 30, 2020 compared to the same period in 2019, respectively, in Purchased power expense is offset in Operating revenues as part of regulatory required programs.
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The changes in Operating and maintenance expense consisted of the following:
Three Months Ended
September 30, 2020
Nine Months Ended
September 30, 2020
Increase (Decrease)(Decrease) Increase
Labor, other benefits, contracting and materials$$(7)
Pension and non-pension postretirement benefits expense
Deferred Prosecution Agreement payments(a)
— 200 
BSC costs(7)
Storm-related costs(b)
(12)(10)
Other(c)
11 
(15)208 
Regulatory required programs(d)
(4)(2)
Total (decrease) increase$(19)$206 
 Three Months Ended
September 30, 2019
 Nine Months Ended
September 30, 2019
 Increase (Decrease) Increase (Decrease)
Baseline   
Labor, other benefits, contracting and materials(a)
$
 $(4)
Pension and non-pension postretirement benefits expense(b)
(8) (28)
Storm-related costs7
 25
Uncollectible accounts expense — recovery, net(c)
(3) (5)
BSC costs12
 6
Other(a)
(5) (1)
Total increase (decrease)$3
 $(7)
__________
_________(a)See Note 14 Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information.
(a)Reflects absence of mutual assistance expenses. An equal and offsetting decrease has been recognized in Operating revenues for the period presented.
(b)Primarily 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.
(c)ComEd is allowed to recover from or refund to customers the difference between the utility’s annual uncollectible accounts expense and the amounts collected in rates annually through a rider mechanism. During the three and nine months ended September 30, 2019, ComEd recorded a net decrease in Operating and maintenance expense related to uncollectible accounts due to the timing of regulatory cost recovery. An equal and offsetting increase has been recognized in Operating revenues for the period presented.
(b)For the three and nine months ended September 30, 2020, the decrease primarily reflects lower storm costs as a result of the August 2020 storm costs being reclassified to a regulatory asset.
(c)For the nine months ended September 30, 2020, the increase primarily reflects impairment charge related to acquisition of transmission assets.
(d)ComEd is allowed to recover from or refund to customers the difference between its annual credit loss expense and the amounts collected in rates annually through a rider mechanism. During the three and nine months ended September 30, 2020, ComEd recorded a net decrease in credit losses account due to the timing of regulatory cost recovery. An equal and offsetting amount has been recognized in Operating revenues for the period presented.

The changes in Depreciation and amortization expense consisted of the following:
Three Months Ended
September 30, 2020
Nine Months Ended
September 30, 2020
IncreaseIncrease
Depreciation and amortization(a)
$30 $58 
Regulatory asset amortization(b)
16 
Total increase$35 $74 
 Three Months Ended
September 30, 2019
 Nine Months Ended
September 30, 2019
 Increase Increase
Depreciation and amortization(a)
$15
 $45
Regulatory asset amortization(b)
7
 26
Total increase$22
 $71
__________
_________(a)Reflects ongoing capital expenditures and increased amortization related to the August 2020 storm regulatory asset.
(a)Reflects ongoing capital expenditures and higher depreciation rates effective January 2019.
(b)Includes amortization of ComEd's energy efficiency formula rate regulatory asset.
(b)Includes amortization of ComEd's energy efficiency formula rate regulatory asset.
Effective income tax raterates waswere 23.4% and 18.4% and 21.2% for the three months ended September 30, 2020 and 2019, respectively, and 2018, respectively. Effective income tax rate was31.8% and 19.3% and 21.1% for the nine months ended September 30, 20192020 and 2018,2019, respectively. See Note 129 — 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
Three Months Ended
September 30,
 
Favorable
(Unfavorable)
Variance
 Nine Months Ended
September 30,
 Favorable
(Unfavorable)
Variance
Three Months Ended
September 30,
Favorable
(Unfavorable)
Variance
Nine Months Ended
September 30,
Favorable
(Unfavorable)
Variance
2019 2018 2019 2018 2020201920202019
Operating revenues$778
 $757
 $21
 $2,333
 $2,275
 $58
Operating revenues$813 $778 $35 $2,306 $2,333 $(27)
Operating expensesOperating expenses
Purchased power and fuel expense246
 263
 17
 767
 818
 51
Purchased power and fuel expense269 246 (23)768 767 (1)
Revenues net of purchased power and fuel expense532
 494
 38
 1,566
 1,457
 109
Other operating expenses           
Operating and maintenance219
 219
 
 643
 686
 43
Operating and maintenance251 219 (32)742 643 (99)
Depreciation and amortization83
 75
 (8) 247
 224
 (23)Depreciation and amortization85 83 (2)259 247 (12)
Taxes other than income47
 46
 (1) 126
 125
 (1)
Total other operating expenses349
 340
 (9) 1,016
 1,035
 19
Gain on sales of assets
 
 
 
 1
 (1)
Taxes other than income taxesTaxes other than income taxes53 47 (6)131 126 (5)
Total operating expensesTotal operating expenses658 595 (63)1,900 1,783 (117)
Operating income183
 154
 29
 550
 423
 127
Operating income155 183 (28)406 550 (144)
Other income and (deductions)           Other income and (deductions)
Interest expense, net(33) (32) (1) (100) (96) (4)Interest expense, net(39)(33)(6)(108)(100)(8)
Other, net4
 2
 2
 11
 4
 7
Other, net12 11 
Total other income and (deductions)(29) (30) 1
 (89) (92) 3
Total other income and (deductions)(33)(29)(4)(96)(89)(7)
Income before income taxes154
 124
 30
 461
 331
 130
Income before income taxes122 154 (32)310 461 (151)
Income taxes14
 (2) (16) 51
 (5) (56)Income taxes(16)14 30 (7)51 58 
Net income$140
 $126
 $14
 $410
 $336
 $74
Net income$138 $140 $(2)$317 $410 $(93)
Three Months Ended September 30, 20192020 Compared to Three Months Ended September 30, 2018.2019. Net income increased by $14 millionremained relatively consistent primarily due to higher electric distribution rates that became effective January 2019 and higher natural gas distribution rates, partiallyfavorable weather conditions, offset by unfavorable weather conditions and volume.higher storm costs due to the August 2020 storm net of tax repairs.
Nine Months Ended September 30, 20192020 Compared to Nine Months Ended September 30, 2018.2019. Net income increaseddecreased by $74$93 million primarily due to higher electric distribution rates that became effective January 2019, higher natural gas distribution rates and lower storm costs, partially offset by unfavorable weather conditions, higher storm costs due to the June and volume.
Revenues NetAugust 2020 storms net of Purchased Powertax repairs, increased depreciation and Fuel Expense
There are certain driversamortization expense, and an increase in credit loss expense primarily as a result of Operating revenues that are fullysuspending customer disconnections offset by their impact on Purchased power and fuel expense such as commodity and REC procurement costs and participationthe regulatory asset recorded in customer choice programs. PECO 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 volumethird quarter of deliveries or RNF, but impact Operating revenues2020 related to supplied electricity and natural gas.

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PECO

The changes in RNFOperating revenues consisted of the following:
Three Months Ended
September 30, 2019
 Nine Months Ended
September 30, 2019
Three Months Ended
September 30, 2020
Nine Months Ended
September 30, 2020
Increase (Decrease) Increase (Decrease)Increase (Decrease)Increase (Decrease)
Electric Gas Total Electric Gas TotalElectricGasTotalElectricGasTotal
Weather$(3) $(1) $(4) $(9) $(6) $(15)Weather$$$10 $(15)$(12)$(27)
Volume(7) 1
 (6) (11) 6
 (5)Volume(6)(5)
Pricing42
 
 42
 91
 14
 105
Pricing(6)(3)(9)
Regulatory required programs13
 1
 14
 35
 6
 41
Transmission(11) 
 (11) (17) 
 (17)Transmission— — 
Other3
 
 3
 
 
 
Other(1)— (1)(6)(1)(7)
Total increase$37
 $1
 $38
 $89
 $20
 $109
15 (1)14 (9)(17)(26)
Regulatory required programsRegulatory required programs27 (6)21 54 (55)(1)
Total increase (decrease)Total increase (decrease)$42 $(7)$35 $45 $(72)$(27)
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. During the three and nine months ended September 30, 20192020 compared to the same period in 2018, RNF2019, Operating revenues related to weather increased by the impact of favorable weather conditions in PECO's service territory. During the nine months ended September 30, 2020 compared to the same period in 2019, Operating revenues related to weather decreased due toby the impact of unfavorable weather conditions.conditions in PECO's service territory.
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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 three and nine months ended September 30, 20192020 compared to the same period in 20182019 and normal weather consisted of the following:
Heating and Cooling Degree-Days  Normal % ChangeHeating and Cooling Degree-DaysNormal% Change
Three Months Ended September 30,2019 2018From 2018 2019 vs. NormalThree Months Ended September 30,20202019From 20192020 vs. Normal
Heating Degree-Days2
 13
 27
 (84.6)% (92.6)%Heating Degree-Days372261,750.0 %42.3 %
Cooling Degree-Days1,143
 1,124
 1,001
 1.7 % 14.2 %Cooling Degree-Days1,128 1,1431,004(1.3)%12.4 %
         
Nine Months Ended September 30,         Nine Months Ended September 30,
Heating Degree-Days2,704
 2,892
 2,890
 (6.5)% (6.4)%Heating Degree-Days2,594 2,7042,876(4.1)%(9.8)%
Cooling Degree-Days1,570
 1,506
 1,386
 4.2 % 13.3 %Cooling Degree-Days1,504 1,5701,391(4.2)%8.1 %
Volume. Electric volume, exclusive of the effects of weather, for the three and nine months ended September 30, 20192020, compared to the same period in 2018, decreased2019, increased on a net basis due to the impact of energy efficiency initiatives on customer usagesan increase in usage for residential commercial and industrial electric classes, partially offsetcustomers during COVID-19 further increased by the impact of customer growth. Electric volume, exclusive of the effects of weather, for the nine months ended September 30, 2020, compared to the same period in 2019, remained relatively consistent. Natural gas volume for the three and nine months ended September 30, 2019, compared to the same period in 2018, increased2019, remained relatively consistent. Natural gas volume for the nine months ended September 30, compared to the same period in 2019, decreased on a net basis due to customera decrease in usage for the commercial and economic growth.industrial natural gas classes during COVID-19.

Electric Retail Deliveries to Customers (in GWhs)Three Months Ended
September 30,
% Change
Weather -
Normal
% Change(b)
Nine Months Ended September 30,% Change
Weather -
Normal
% Change(b)
2020201920202019
Residential4,4774,1069.0 %6.4 %10,87410,5682.9 %4.5 %
Small commercial & industrial2,0172,203(8.4)%(9.4)%5,4936,093(9.8)%(8.4)%
Large commercial & industrial3,7914,109(7.7)%(8.3)%10,39311,449(9.2)%(8.9)%
Public authorities & electric railroads145183(20.8)%(20.8)%407560(27.3)%(27.2)%
Total electric retail deliveries(a)
10,43010,601(1.6)%(3.2)%27,16728,670(5.2)%(4.2)%
As of September 30,
Number of Electric Customers20202019
Residential1,505,0801,489,046
Small commercial & industrial154,183153,400
Large commercial & industrial3,1053,104
Public authorities & electric railroads10,1499,775
Total1,672,5171,655,325
__________
(a)Reflects delivery volumes 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.
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Natural Gas Deliveries to Customers (in mmcf)Three Months Ended
September 30,
% Change
Weather -
Normal
% Change(b)
Nine Months Ended
September 30,
% Change
Weather -
Normal
% Change(b)
2020201920202019
Residential2,1212,1090.6 %(4.3)%25,86726,678(3.0)%0.7 %
Small commercial & industrial2,1571,90113.5 %12.7 %13,02016,585(21.5)%(8.0)%
Large commercial & industrial910(10.0)%(13.4)%2046(56.5)%(16.5)%
Transportation5,2695,395(2.3)%(4.2)%17,55319,087(8.0)%(6.9)%
Total natural gas retail deliveries(a)
9,5569,4151.5 %(1.1)%56,46062,396(9.5)%(3.8)%
 As of September 30,
Number of Natural Gas Customers20202019
Residential490,158484,676
Small commercial & industrial44,13843,869
Large commercial & industrial52
Transportation715735
Total535,016529,282
Electric Retail Deliveries to Customers (in GWhs)Three Months Ended
September 30,
 % Change 
Weather -
Normal
% Change(b)
 Nine Months Ended September 30, % Change 
Weather -
Normal
% Change(b)
2019 2018  2019 2018 
Residential4,106
 4,166
 (1.4)% (0.8)% 10,568
 10,741
 (1.6)% (0.5)%
Small commercial & industrial2,203
 2,315
 (4.8)% (2.0)% 6,093
 6,273
 (2.9)% (1.7)%
Large commercial & industrial4,109
 4,378
 (6.1)% (6.3)% 11,449
 11,892
 (3.7)% (3.9)%
Public authorities & electric railroads183
 189
 (3.2)% (3.3)% 560
 568
 (1.4)% (2.0)%
Total electric retail deliveries(a)
10,601
 11,048
 (4.0)% (3.3)% 28,670
 29,474
 (2.7)% (2.1)%
__________
(a)Reflects delivery volumes from customers purchasing natural gas directly from PECO and customers purchasing natural gas from a competitive natural gas supplier as all customers are assessed distribution charges.
 As of September 30,
Number of Electric Customers2019 2018
Residential1,489,046
 1,476,914
Small commercial & industrial153,400
 152,253
Large commercial & industrial3,104
 3,124
Public authorities & electric railroads9,775
 9,561
Total1,655,325
 1,641,852
(b)Reflects the change in delivery volumes assuming normalized weather based on the historical 30-year average.
_________
(a)Reflects delivery volumes 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.
Natural Gas Deliveries to Customers (in mmcf)Three Months Ended
September 30,
 % Change 
Weather -
Normal
% Change(b)
 Nine Months Ended
September 30,
 % Change 
Weather -
Normal
% Change(b)
2019 2018  2019 2018 
Residential2,109
 2,099
 0.5 % 7.9 % 26,678
 28,562
 (6.6)% 1.1%
Small commercial & industrial1,901
 1,776
 7.0 % 15.1 % 16,585
 15,792
 5.0 % 1.2%
Large commercial & industrial10
 6
 66.7 % 12.4 % 46
 58
 (20.7)% 6.0%
Transportation5,395
 5,693
 (5.2)% (3.4)% 19,087
 19,242
 (0.8)% 1.3%
Total natural gas retail deliveries(a)
9,415
 9,574
 (1.7)% 2.5 % 62,396
 63,654
 (2.0)% 1.2%
 As of September 30,
Number of Natural Gas Customers2019 2018
Residential484,676
 479,732
Small commercial & industrial43,869
 43,638
Large commercial & industrial2
 1
Transportation735
 761
Total529,282
 524,132
_________
(a)Reflects delivery volumes from customers purchasing natural gas directly from PECO 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.
Pricing for the three and nine months ended September 30, 20192020 compared to the same period in 2018 increased2019 decreased primarily due to an increaselower overall effective rates due to increased usage across all major customer classes. Pricing for the nine months ended September 30, 2020 compared to the same period in electric distribution rates charged2019 remained relatively consistent.
Transmission Revenue. Under a FERC approved formula, transmission revenue varies from year to customers.  The increaseyear based upon fluctuations in electric distribution ratesthe underlying costs and capital investments being recovered. PECO's transmission formula rate filing was effective January 1, 2019approved in accordance with the 2018 PAPUC approved electric distribution rate case settlement. Additionally, the increase represents revenue from higher natural gas distribution rates. See Note 6 — Regulatory Mattersfourth quarter of the Combined Notes to Consolidated Financial Statements for additional information.2019.

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PECO

Regulatory Required Programs represents revenues collected under approved riders to recover costs incurred for regulatory programs such as 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 Purchased power and fuel expense, Operating and maintenance expense, Depreciation and amortization expense, and Income taxes. 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 but impact Operating revenues related to supplied electricity and natural gas. Drivers of Operating revenues related to commodity and REC procurement costs and participation in customer choice programs are fully offset by their impact on Purchased power and fuel expense. PECO recovers electricity, natural gas, and REC procurement costs from customers without mark-up.
Transmission Revenue.Other revenue Under a FERC approved formula, transmissionprimarily includes revenue varies from yearrelated to year based upon fluctuations in the underlying costs and capital investments being recovered. Transmission revenuelate payment charges. Other revenues for the three and nine months ended September 30, 20192020 compared to the same period in 20182019, decreased primarily dueas PECO ceased new late fees for all customers and restored service to lower income taxes and operating and maintenance expenses. See Note 6 — Regulatory Matterscustomers upon request who were disconnected in the last twelve months beginning March 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.2020.
See Note 18—4 — Segment Information of the Combined Notes to Consolidated Financial Statements for the presentation of PECO's revenue disaggregation.
The increase of $23 million and $1 million for the three and nine months ended September 30, 2020 compared to the same period in 2019, respectively, in Purchased power and fuel expense isfullyoffset in Operating revenues as part of regulatory required programs.
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The changes in Operating and maintenance expense consisted of the following:
 Three Months Ended
September 30, 2019
 Nine Months Ended
September 30, 2019
 Increase (Decrease) Increase (Decrease)
Baseline   
Labor, other benefits, contracting and materials$(5) $4
Storm-related costs(a)
8
 (42)
Pension and non-pension postretirement benefits expense(1) (4)
BSC costs2
 4
Other(5) (6)
 (1) (44)
Regulatory Required Programs   
Energy efficiency1
 1
Total decrease$
 $(43)
Three Months Ended
September 30, 2020
Nine Months Ended
September 30, 2020
Increase (Decrease)(Decrease) Increase
Storm-related costs(a)
$28 $81 
Labor, other benefits, contracting and materials13 
Pension and non-pension postretirement benefits expense(1)(2)
Credit loss expense(b)
(3)16 
Other(5)(5)
Total increase$32 $99 
__________
(a)Reflects decreased storm costs due to the March 2018 winter storms.
(a)Reflects increased storm costs due to June and August 2020 storms.
(b)Increased credit loss expense for the nine months ended September 30, 2020 primarily as a result of suspending customer disconnections offset by the regulatory asset recorded in the third quarter of 2020 related to incremental credit loss expense, due to COVID-19. Decreased credit loss expense for the three months ended September 30, 2020 is due to the reversal of credit loss expense when the regulatory asset was recorded. See Note 2 - Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
The changes in Depreciation and amortization expenseconsisted of the following:
Three Months Ended September 30, 2019 Nine Months Ended
September 30, 2019
Three Months Ended September 30, 2020Nine Months Ended
September 30, 2020
Increase IncreaseIncreaseIncrease (Decrease)
Depreciation and amortization(a)
$7
 $21
Depreciation and amortization(a)
$$13 
Regulatory asset amortization1
 2
Regulatory asset amortization— (1)
Total increase$8
 $23
Total increase$$12 
__________
(a)Depreciation and amortization increased primarily due to ongoing capital expenditures.
(a)Depreciation and amortization increased primarily due to ongoing capital expenditures.
Interest expense, net increased $6 million and $8 million for the three and nine months ended September 30, 2020 compared to the same period in 2019, respectively, primarily due to the issuance of debt in June 2020.
Effective Income Tax Ratesincome tax rates were 9.1%(13.1)% and (1.6)%9.1% for the three months ended September 30, 20192020 and 2018,2019, respectively, and 11.1%(2.3)% and (1.5)%11.1% for the nine months ended September 30, 20192020 and 2018,2019, respectively. See Note 129 — 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 — BGE
Three Months Ended
September 30,
 
Favorable
(Unfavorable)
Variance
 Nine Months Ended
September 30,
 
Favorable
(Unfavorable)
Variance
Three Months Ended
September 30,
Favorable
(Unfavorable)
Variance
Nine Months Ended
September 30,
Favorable
(Unfavorable)
Variance
2019 2018 2019 2018 2020201920202019
Operating revenues$703
 $731
 $(28) $2,327
 $2,369
 $(42)Operating revenues$731 $703 $28 $2,284 $2,327 $(43)
Operating expensesOperating expenses
Purchased power and fuel expense235
 272
 37
 804
 881
 77
Purchased power and fuel expense250 235 (15)731 804 73 
Revenues net of purchased power and fuel expense468
 459
 9
 1,523
 1,488
 35
Other operating expenses           
Operating and maintenance196
 182
 (14) 569
 578
 9
Operating and maintenance191 196 567 569 
Depreciation and amortization116
 110
 (6) 368
 358
 (10)Depreciation and amortization133 116 (17)405 368 (37)
Taxes other than income65
 64
 (1) 195
 188
 (7)
Total other operating expenses377
 356
 (21) 1,132
 1,124
 (8)
Gain on sales of assets
 
 
 
 1
 (1)
Taxes other than income taxesTaxes other than income taxes68 65 (3)200 195 (5)
Total operating expensesTotal operating expenses642 612 (30)1,903 1,936 33 
Operating income91
 103
 (12) 391
 365
 26
Operating income89 91 (2)381 391 (10)
Other income and (deductions)           Other income and (deductions)
Interest expense, net(31) (27) (4) (89) (78) (11)Interest expense, net(34)(31)(3)(99)(89)(10)
Other, net7
 5
 2
 18
 14
 4
Other, net(1)17 18 (1)
Total other income and (deductions)(24) (22) (2) (71) (64) (7)Total other income and (deductions)(28)(24)(4)(82)(71)(11)
Income before income taxes67
 81
 (14) 320
 301
 19
Income before income taxes61 67 (6)299 320 (21)
Income taxes12
 18
 6
 59
 59
 
Income taxes12 26 59 33 
Net income$55
 $63
 $(8) $261
 $242
 $19
Net income$53 $55 $(2)$273 $261 $12 
Three Months Ended September 30, 20192020 Compared to Three Months Ended September 30, 2018. 2019. Net income decreased by $8 millionremained relatively consistent primarily due to an increase in various expenses, partially offset by higher electric and natural gas distribution rates that became effective January 2019.December 2019, offset by an increase in various expenses.
Nine Months Ended September 30, 20192020 Compared to Nine Months Ended September 30, 2018.2019. Net income increased by $19$12 million primarily due to higher natural gas and electric distribution rates that became effective JanuaryDecember 2019, and lower storm costs, partially offset by an increase in various expenses, including interest.
Revenues Net of Purchased Powerdepreciation and Fuel Expense.amortization 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 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 RNFOperating revenues consisted of the following:
Three Months Ended
September 30, 2019
 Nine Months Ended
September 30, 2019
Three Months Ended
September 30, 2020
Nine Months Ended
September 30, 2020
Increase (Decrease) Increase (Decrease)Increase (Decrease)Increase (Decrease)
Electric Gas Total Electric Gas TotalElectricGasTotalElectricGasTotal
Distribution$2
 $7
 $9
 $7
 $48
 $55
Distribution$$$11 $18 $38 $56 
TransmissionTransmission— (8)— (8)
OtherOther(6)(2)(8)(7)(6)(13)
32 35 
Regulatory required programs(1) 1
 
 (6) (3) (9)Regulatory required programs21 22 (57)(21)(78)
Transmission2
 
 2
 (3) 
 (3)
Other, net
 (2) (2) (4) (4) (8)
Total increase (decrease)$3
 $6
 $9
 $(6) $41
 $35
Total increase (decrease)$26 $$28 $(54)$11 $(43)
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 September 30,
Number of Electric Customers20202019
Residential1,187,498 1,174,188 
Small commercial & industrial114,038 114,301 
Large commercial & industrial12,428 12,296 
Public authorities & electric railroads267 264 
Total1,314,231 1,301,049 
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BGE

 As of September 30,
Number of Electric Customers2019 2018
Residential1,174,188
 1,165,012
Small commercial & industrial114,301
 114,082
Large commercial & industrial12,296
 12,218
Public authorities & electric railroads264
 263
Total1,301,049
 1,291,575
As of September 30,As of September 30,
Number of Natural Gas Customers2019 2018Number of Natural Gas Customers20202019
Residential636,030
 631,589
Residential644,872 636,030 
Small commercial & industrial38,129
 38,175
Small commercial & industrial38,173 38,129 
Large commercial & industrial6,005
 5,920
Large commercial & industrial6,083 6,005 
Total680,164
 675,684
Total689,128 680,164 
Distribution Revenue increased for the three and nine months ended September 30, 2019,2020, compared to the same period in 2018,2019, primarily due to the impact of higher natural gas and electric distribution rates that became effective in JanuaryDecember 2019. See Note 62 — 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.
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 remained relatively consistent for the three and nine months ended September 30, 2019,2020, compared to the same period in 2018.2019, and decreased for the nine months ended September 30, 2020, compared to the same period in 2019, primarily due to the settlement agreement of ongoing transmission-related income tax regulatory liabilities. See Operating and maintenance expense below and Note 62 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.

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BGE


Other revenue includes revenue related to mutual assistance, administrative charges, off-system sales, and late payment charges. Other revenues decreased for the three and nine months ended September 30, 2020, compared to the same period in 2019, as BGE temporarily suspended customer disconnections for non-payment and temporarily ceased new late fees for all customers and restored service to customers upon request who were disconnected in the last twelve months.
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 Purchased power and fuel expense, Operating and maintenance expense, Depreciation and amortization expense, and Taxes other than income taxes. 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 but impact Operating revenues related to supplied electricity and natural gas. Drivers of Operating revenues related to commodity procurement costs and participation in customer choice programs are fully offset by their impact on Purchased power and fuel expense. BGE recovers electricity, natural gas, and procurement costs from customers with a slight mark-up.
See Note 184 — Segment Information of the Combined Notes to the Consolidated Financial Statements for the presentation of BGE's revenue disaggregation.
The increase of $15 million and decrease of $73 million for the three and nine months ended September 30, 2020 compared to the same period in 2019, respectively, in Purchased power and fuel expense is fully offset in Operating revenues as part of regulatory required programs.

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BGE

The changes in Operating and maintenance expense consisted of the following:
Three Months Ended
September 30, 2020
Nine Months Ended
September 30, 2020
 (Decrease) Increase(Decrease) Increase
Labor, other benefits, contracting and materials$(5)$(3)
Storm-related costs(3)
Pension and non-pension postretirement benefits expense— (1)
Credit loss expense(a)
BSC costs— 
Other(5)(5)
(6)(1)
Regulatory required programs(1)
Total decrease$(5)$(2)
 Three Months Ended
September 30, 2019
 Nine Months Ended
September 30, 2019
 Increase (Decrease) Increase (Decrease)
Baseline   
Storm-related costs(a)
$(3) $(26)
Labor, other benefits, contracting and materials12
 16
Pension and non-pension postretirement benefits expense
 1
Uncollectible accounts expense(1) (1)
BSC costs1
 2
Other5
 
 14
 (8)
Regulatory Required Programs   
Other
 (1)
Total increase (decrease)$14
 $(9)
__________
__________(a)Increased credit loss expense primarily as a result of suspending customer disconnections, offset by the regulatory asset recorded in the third quarter of 2020 related to incremental credit loss expense due to COVID-19. See Note 2 - Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
(a)For the nine months ended September 30, 2019, reflects decreased storm costs due to the March 2018 winter storms.
The changes in Depreciation and amortization expense consisted of the following:
Three Months Ended
September 30, 2019
 Nine Months Ended
September 30, 2019
Three Months Ended
September 30, 2020
Nine Months Ended
September 30, 2020
Increase (Decrease) Increase (Decrease)IncreaseIncrease
Depreciation and amortization(a)
$4
 $15
Depreciation and amortization(a)
$$30 
Regulatory asset amortization2
 3
Regulatory asset amortization— 
Regulatory required programs
 (8)Regulatory required programs
Total increase$6
 $10
Total increase$17 $37 
_________
(a)Depreciation and amortization increased primarily due to ongoing capital expenditures.
(a)Depreciation and amortization increased primarily due to ongoing capital expenditures.
Interest expense, net for the three and nine months ended September 30, 2020 and 2019, compared to the same period in 2018, increased due to the issuance of debt in September 2018.2019 and June 2020.
Effective income tax rates were 17.9%13.1% and 22.2%17.9% for the three months ended September 30, 20192020 and 2018,2019, respectively, and 18.4%8.7% and 19.6%18.4% for the nine months ended September 30, 2020 and 2019. The change for the nine months ended September 30, 2020 compared to the same period in 2019, and 2018, respectively.is primarily related to the settlement agreement of ongoing transmission-related income tax regulatory liabilities. See Note 122 — Regulatory Matters and Note 9 — 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 resultsResults of operationsOperations 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. All material intercompany accounts and transactions have been eliminated in consolidation. See the resultsResults of operationsOperations for Pepco, DPL, and ACE for additional information.
Three Months Ended
September 30,
 Favorable (Unfavorable) Variance Nine Months Ended
September 30,
 
Favorable
(Unfavorable)
Variance
Three Months Ended
September 30,
Favorable (Unfavorable) VarianceNine Months Ended
September 30,
Favorable (Unfavorable) Variance
2019 2018 2019 2018 2020201920202019
PHI$189
 $187
 $2
 $412
 $336
 $76
PHI$216 $189 $27 $418 $412 $
Pepco98
 89
 9
 217
 174
 43
Pepco118 98 20 227 217 10 
DPL33
 33
 
 116
 90
 26
DPL27 33 (6)91 116 (25)
ACE63
 61
 2
 87
 76
 11
ACE75 63 12 106 87 19 
Other(a)
(5) 4
 (9) (8) (4) (4)
Other(a)
(4)(5)(6)(8)
_________
(a)Primarily includes eliminating and consolidating adjustments, PHI's corporate operations, shared service entities and other financing and investing activities.
(a)Primarily includes eliminating and consolidating adjustments, PHI's corporate operations, shared service entities, and other financing and investing activities.
Three Months Ended September 30, 20192020 Compared to Three Months Ended September 30, 2018. Net Income remained relatively consistent with the same period in 2018 primarily due to higher electric and natural gas distribution rates (not reflecting the impact of TCJA), higher transmission revenues due to an increase in transmission rates and the highest daily peak load, the absence of the charge associated with a remeasurement of the Buzzard Point ARO, partially offset by an increase in environmental liabilities and various expenses.
Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018. 2019. Net Income increased by $76 million primarily due to higher electric and natural gas distribution rates (not reflecting the impact of TCJA), higher transmission revenues due to an increase in transmission rates and the highest daily peak load, lower contracting costs, the absence of the charge associated with a remeasurement of the Buzzard Point ARO, lower uncollectible accounts expense, and lower write-offs of construction work in progress, partially offset by an increase in environmental liabilities and various expenses.

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Pepco


Results of Operations — Pepco
 Three Months Ended September 30, Favorable (Unfavorable) Variance Nine Months Ended September 30, Favorable (Unfavorable) Variance
2019 2018  2019 2018 
Operating revenues$642
 $628
 $14
 $1,748
 $1,708
 $40
Purchased power expense181
 177
 (4) 513
 497
 (16)
Revenues net of purchased power expense461
 451
 10
 1,235
 1,211
 24
Other operating expenses           
Operating and maintenance135
 136
 1
 364
 383
 19
Depreciation and amortization95
 99
 4
 281
 286
 5
Taxes other than income104
 104
 
 286
 288
 2
Total other operating expenses334
 339
 5
 931
 957
 26
Operating income127
 112
 15
 304
 254
 50
Other income and (deductions)    
     
Interest expense, net(33) (32) (1) (100) (96) (4)
Other, net9
 7
 2
 22
 23
 (1)
Total other income and (deductions)(24) (25) 1
 (78) (73) (5)
Income before income taxes103
 87
 16
 226
 181
 45
Income taxes5
 (2) (7) 9
 7
 (2)
Net income$98
 $89
 $9
 $217
 $174
 $43
Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018.Net income increased by $9$27 million primarily due to higher electric distribution rates primarily at DPL, higher transmission rates (net of the impact of the settlement agreement of ongoing transmission-related income tax regulatory liabilities), and decreased expense resulting from an absence of an increase in Maryland that became effectiveenvironmental liabilities, partially offset by an increase in DPL storm costs related to the August 2019,2020 storms.
Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019. Net Income increased by $6 million primarily due to higher electric distribution rates, in the Districthigher transmission rates (net of Columbia that became effective August 2018 (not reflecting the impact of TCJA)the settlement agreement of ongoing transmission-related income tax regulatory liabilities), higher transmission revenues due toand decreased expense resulting from an absence of an increase in the transmission ratesenvironmental liabilities and the highest daily peak load, the absencean expiration of the charge associated with a remeasurement of the Buzzard Point ARO,lease arrangement, partially offset by an increase in depreciation and amortization, an increase in DPL storm costs related to the August 2020 storms, an increase in credit loss expense primarily as a result of suspending customer disconnections offset by the regulatory asset recorded in the third quarter of 2020 related to incremental credit loss expense due to COVID-19, and unfavorable weather conditions in ACE and DPL Delaware's service territories.

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Results of Operations — Pepco
Three Months Ended September 30, Favorable (Unfavorable) VarianceNine Months Ended September 30,Favorable (Unfavorable) Variance
2020201920202019
Operating revenues$611 $642 $(31)$1,650 $1,748 $(98)
Operating expenses
Purchased power expense163 181 18 467 513 46 
Operating and maintenance106 135 29 336 364 28 
Depreciation and amortization96 95 (1)282 281 (1)
Taxes other than income taxes100 104 279 286 
Total operating expenses465 515 50 1,364 1,444 80 
Operating income146 127 19 286 304 (18)
Other income and (deductions)
Interest expense, net(35)(33)(2)(103)(100)(3)
Other, net10 28 22 
Total other income and (deductions)(25)(24)(1)(75)(78)
Income before income taxes121 103 18 211 226 (15)
Income taxes(16)25 
Net income$118 $98 $20 $227 $217 $10 
Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019.Net income increased by $20 million primarily due to decreased expense resulting from an absence of an increase in environmental liabilities.
Nine Months Ended September 30, 20192020 Compared to Nine Months Ended September 30, 20182019.. Net income increased by $43$10 million primarily due to higher electric distribution rates in Maryland that became effective August 2019 and June 2018 (not reflecting the impactdecreased expense resulting from an absence of TCJA), higher electric distribution rates in the District of Columbia that became effective August 2018 (not reflecting the impact of TCJA), higher transmission revenues due to an increase in transmission ratesenvironmental liabilities and the highest daily peak load, the absencean expiration of the charge associated with a remeasurement of the Buzzard Point ARO, lower contracting costs, and lower uncollectible accounts expense,lease arrangement, partially offset by an increase in environmental liabilities.
Revenues Netdepreciation and amortization and an increase in credit loss expense primarily as a result of Purchased Power Expense. There are certain drivers of Operating revenues that are fullysuspending customer disconnections offset by their impact on Purchased power expense, such as commodity and REC procurement costs and participationthe regulatory asset recorded 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 volumethird quarter of deliveries or RNF, but impact Operating revenues2020 related to supplied electricity.

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Table of Contentsincremental credit loss expense due to COVID-19.
Pepco


The changes in RNFOperating revenues consisted of the following:
Three Months Ended
September 30, 2020
Nine Months Ended September 30, 2020
Three Months Ended
September 30, 2019
 Nine Months Ended
September 30, 2019
(Decrease) IncreaseIncrease (Decrease)
Increase (Decrease) Increase (Decrease)
Volume$4
 $11
Distribution9
 19
Distribution$— $
Regulatory required programs(8) (26)
Transmission2
 22
Transmission(4)(33)
Other3
 (2)Other(2)(2)
Total increase$10
 $24
(6)(28)
Regulatory required programsRegulatory required programs(25)(70)
Total decreaseTotal decrease$(31)$(98)
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.
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Pepco

As of September 30,
Number of Electric Customers20202019
Residential828,578 814,412 
Small commercial & industrial53,813 54,130 
Large commercial & industrial22,485 22,240 
Public authorities & electric railroads167 158 
Total905,043 890,940 
Distribution Revenue exclusive of the effects of weather, increased for the three and nine months ended September 30, 20192020 compared to the same period in 2018, primarily due to the impact of residential customer growth.
 As of September 30,
Number of Electric Customers2019 2018
Residential814,412
 802,607
Small commercial & industrial54,130
 53,700
Large commercial & industrial22,240
 21,927
Public authorities & electric railroads158
 147
Total890,940
 878,381
Distribution Revenues increased for the three and nine months ended September 30, 2019, compared to the same period in 2018 primarily due to higher electric distribution rates in Maryland that became effective in August 2019 and June 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 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 6 - 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.2019.
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 revenues increaseddecreased for the three and nine months ended September 30, 20192020 compared to the same period in 20182019, primarily due to rate increases and an increase in the highest daily peak load.settlement agreement of ongoing transmission-related income tax regulatory liabilities. See Note 2 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
Other revenue includes rental revenue, revenue related to late payment charges, mutual assistance revenues, and recoveries of other taxes. Other revenue decreased for the three and nine months ended September 30, 2020, compared to the same period in 2019, as Pepco temporarily suspended customer disconnections for non-payment and temporarily ceased new late fees for all customers and restored services to customers upon request who were disconnected in the last twelve months.

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 procurement and 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 Purchased power expense, Operating and maintenance expense, Depreciation and amortization expense, and Taxes other than income taxes. Customers have the choice to purchase electricity from competitive electric generation suppliers. Customer choice programs do not impact the volume of deliveries, but impact Operating revenues related to supplied electricity. Drivers of Operating revenues related to commodity and REC procurement costs and participation in customer choice programs are fully offset by their impact on Purchased power expense. Pepco recovers electricity and REC procurement costs from customers with a slight mark-up.
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Pepco


Seeee Note 184 - Segment Information of the Combined Notes to Consolidated Financial Statements for the presentation of Pepco's revenue disaggregation.
The decrease of $18 million and $46 million for the three and nine months ended September 30, 2020 compared to the same period 2019, respectively, in Purchased power expense is fully offset in Operating revenues as part of regulatory required programs.
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Pepco

The changes in Operating and maintenance expense consisted of the following:
Three Months Ended
September 30, 2020
Nine Months Ended September 30, 2020
Increase (Decrease)Increase (Decrease)
Labor, other benefits, contracting and materials$$15 
Credit loss expense(a)
(2)
Storm-related costs— (1)
Pension and non-pension postretirement benefits expense(2)(5)
BSC and PHISCO costs(1)(4)
Expiration of lease arrangement(4)(12)
Change in environmental liabilities(23)(23)
Other(3)
(27)(27)
Regulatory required programs(2)(1)
Total decrease$(29)$(28)
 Three Months Ended
September 30, 2019
 Nine Months Ended
September 30, 2019
 Increase (Decrease) Increase (Decrease)
Baseline   
Labor, other benefits, contracting and materials$(2) $(14)
Pension and non-pension postretirement benefits expense2
 5
Uncollectible accounts expense1
 (4)
Storm-related costs2
 (1)
BSC and PHISCO costs(2) (9)
Other(2) 7
 (1) (16)
    
Regulatory required programs
 (3)
Total decrease$(1) $(19)
_________
(a)Increased credit loss expense for the nine months ended September 30, 2020 primarily as a result of suspending customer disconnections, offset by the regulatory asset recorded in the third quarter of 2020 related to incremental credit loss expense due to COVID-19. Decreased credit loss expense for the three months ended September 30, 2020 is due to the reversal of credit loss expense when the regulatory asset was recorded. See Note 2 - Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
The changes in Depreciation and amortization expense consisted of the following:
Three Months Ended
September 30, 2019
 Nine Months Ended
September 30, 2019
Three Months Ended
September 30, 2020
Nine Months Ended September 30, 2020
Increase (Decrease) Increase (Decrease)Increase (Decrease)Increase (Decrease)
Depreciation and amortization(a)
$6
 $17
Depreciation and amortization(a)
$$13 
Regulatory asset amortizationRegulatory asset amortization(1)(1)
Regulatory required programs(10) (22)Regulatory required programs(2)(11)
Total decrease$(4) $(5)
Total increaseTotal increase$$
_________
(a)
(a)Depreciation and amortization increased primarily due to ongoing capital expenditures.

Interest expense, net for the nine months ended September 30, 2019 compared to the same period in 2018 increased primarily due to higher outstanding debt.
Effective income tax rates were 4.9%2.5% and (2.3)%4.9% for the three months ended September 30, 20192020 and 2018,2019, respectively, and 4.0%(7.6)% and 3.9%4.0% for the nine months ended September 30, 20192020 and 2018,2019, respectively. The increasechange is primarily duerelated to the accelerated amortizationsettlement agreement of certain deferredongoing transmission-related income tax regulatory liabilities established upon the enactment of TCJA as the result of regulatory settlements.liabilities. See Note 122 — Regulatory Matters and Note 9 — 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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167




DPL


Results of Operations — DPL
Three Months Ended September 30, Favorable (Unfavorable) Variance Nine Months Ended September 30, Favorable (Unfavorable) VarianceThree Months Ended September 30,Favorable (Unfavorable) VarianceNine Months Ended September 30,Favorable (Unfavorable) Variance
2019 2018 2019 2018 2020201920202019
Operating revenues$319
 $328
 $(9) $987
 $1,001
 $(14)Operating revenues$337 $319 $18 $954 $987 $(33)
Operating expensesOperating expenses
Purchased power and fuel expense127
 133
 6
 399
 425
 26
Purchased power and fuel expense131 127 (4)379 399 20 
Revenues net of purchased power and fuel expense192
 195
 (3) 588
 576
 12
Other operating expenses

 

   

 

  
Operating and maintenance80
 82
 2
 240
 256
 16
Operating and maintenance101 80 (21)272 240 (32)
Depreciation and amortization46
 47
 1
 138
 135
 (3)Depreciation and amortization48 46 (2)143 138 (5)
Taxes other than income15
 15
 
 43
 43
 
Total other operating expenses141
 144
 3
 421
 434
 13
Taxes other than income taxesTaxes other than income taxes16 15 (1)49 43 (6)
Total operating expensesTotal operating expenses296 268 (28)843 820 (23)
Operating income51
 51
 
 167
 142
 25
Operating income41 51 (10)111 167 (56)
Other income and (deductions)

 

 

 

 

 

Other income and (deductions)
Interest expense, net(15) (15) 
 (45) (42) (3)Interest expense, net(15)(15)— (47)(45)(2)
Other, net2
 2
 
 10
 7
 3
Other, net— 10 (3)
Total other income and (deductions)(13) (13) 
 (35) (35) 
Total other income and (deductions)(13)(13)— (40)(35)(5)
Income before income taxes38

38
 
 132

107
 25
Income before income taxes28 38 (10)71 132 (61)
Income taxes5
 5
 
 16
 17
 1
Income taxes(20)16 36 
Net income$33
 $33
 $
 $116
 $90
 $26
Net income$27 $33 $(6)$91 $116 $(25)
Three Months Ended September 30, 20192020 Compared to Three Months Ended September 30, 20182019. Net income remained consistent withdecreased by $6 million primarily due to an increase in storm costs related to the same periodAugust 2020 storms in 2018.Delaware, partially offset by higher electric distribution rates.
Nine Months Ended September 30, 20192020 Compared to Nine Months Ended September 30, 20182019. Net income increaseddecreased by $26$25 million primarily due to higher transmission revenues due to an increase in storm costs related to the transmission ratesAugust 2020 storms in Delaware, an increase in depreciation and amortization, an increase in credit loss expense primarily as a result of suspending customer disconnections offset by the highest daily peak load,regulatory asset recorded in the third quarter of 2020 related to incremental credit loss expense due to COVID-19, and unfavorable weather conditions in DPL's Delaware service territory, partially offset by higher electric distribution rates 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 throughout 2018 (not reflecting the impact of TCJA), and lower write-offs of construction work in progress.rates.
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 RNFOperating revenues consisted of the following:
Three Months Ended
September 30, 2019
 Nine Months Ended
September 30, 2019
Three Months Ended
September 30, 2020
Nine Months Ended
September 30, 2020
Increase (Decrease) Increase (Decrease)Increase (Decrease)Increase (Decrease)
Electric Gas Total Electric Gas TotalElectricGasTotalElectricGasTotal
Weather$
 $
 $
 $
 $(2) $(2)Weather$(2)$$— $(6)$$(5)
Volume
 (1) (1) 
 1
 1
Volume(1)(4)(2)
Distribution1
 
 1
 3
 
 3
Distribution12 
Regulatory required programs(2) 1
 (1) (6) 1
 (5)
Transmission1
 
 1
 18
 
 18
Transmission— (21)— (21)
Other(3) 
 (3) (3) 
 (3)Other— (1)
10 13 (16)(15)
Regulatory required programsRegulatory required programs— (17)(1)(18)
Total increase (decrease)$(3) $
 $(3) $12
 $
 $12
Total increase (decrease)$15 $$18 $(33)$— $(33)
Revenue Decoupling. The demand for electricity is affected by weather and customer usage. However, Operating revenues from electric distribution in Maryland 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 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.
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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 three and nine months ended September 30, 20192020 compared to the same period in 2018, RNF2019, Operating revenues related to weather remained relatively consistent.decreased due to the impact of unfavorable weather conditions in DPL's Delaware 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 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 three and nine months ended September 30, 20192020 compared to same period in 20182019 and normal weather consisted of the following:
Delaware Electric Service Territory% Change
Three Months Ended September 30,20202019Normal2020 vs. 20192020 vs. Normal
Heating Degree-Days55 32 816.7 %71.9 %
Cooling Degree-Days961 1,043 876 (7.9)%9.7 %
% Change
Nine Months Ended September 30,20202019Normal2020 vs. 20192020 vs. Normal
Heating Degree-Days2,664 2,828 3,012 (5.8)%(11.6)%
Cooling Degree-Days1,260 1,429 1,210 (11.8)%4.1 %
Delaware Electric Service Territory    % Change
Three Months Ended September 30,2019 2018 Normal 2019 vs. 2018 2019 vs. Normal
Heating Degree-Days6
 11
 33
 (45.5)% (81.8)%
Cooling Degree-Days1,043
 1,027
 871
 1.6 % 19.7 %
          
     % Change
Nine Months Ended September 30,2019 2018 Normal 2019 vs. 2018 2019 vs. Normal
Heating Degree-Days2,828
 2,995
 3,017
 (5.6)% (6.3)%
Cooling Degree-Days1,429
 1,376
 1,198
 3.9 % 19.3 %
Delaware Natural Gas Service Territory    % Change
Three Months Ended September 30,2019 2018 Normal 2019 vs. 2018 2019 vs. Normal
Heating Degree-Days6
 11
 41
 (45.5)% (85.4)%
          
     % Change
Nine Months Ended September 30,2019 2018 Normal 2019 vs. 2018 2019 vs. Normal
Heating Degree-Days2,828
 2,995
 3,031
 (5.6)% (6.7)%

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Delaware Natural Gas Service Territory% Change
Three Months Ended September 30,20202019Normal2020 vs. 20192020 vs. Normal
Heating Degree-Days55 39 816.7 %41.0 %
% Change
Nine Months Ended September 30,20202019Normal2020 vs. 20192020 vs. Normal
Heating Degree-Days2,664 2,828 3,023 (5.8)%(11.9)%
Volume, exclusive of the effects of weather, remained relatively consistent for the three and nine months ended September 30, 20192020 compared to the same period in 2018.2019.
Electric Retail Deliveries to Delaware Customers (in GWhs)Three Months Ended
September 30,
% Change
Weather - Normal
% Change(b)
Nine Months Ended
September 30,
% Change
Weather - Normal
% Change(b)
2020201920202019
Residential1,028 947 8.6 %12.3 %2,474 2,450 1.0 %5.4 %
Small commercial & industrial373 387 (3.6)%(1.9)%943 1,013 (6.9)%(4.7)%
Large commercial & industrial775 924 (16.1)%(15.4)%2,408 2,600 (7.4)%(6.5)%
Public authorities & electric railroads(25.0)%(24.1)%23 25 (8.0)%(5.8)%
Total electric retail deliveries(a)
2,182 2,266 (3.7)%(1.8)%5,848 6,088 (3.9)%(1.4)%
As of September 30,
Electric Retail Deliveries to Delaware Customers (in GWhs)Three Months Ended
September 30,
 % Change 
Weather - Normal
% Change(b)
 Nine Months Ended
September 30,
 % Change 
Weather - Normal
% Change(b)
2019 2018 2019 2018 
Number of Total Electric Customers (Maryland and Delaware)Number of Total Electric Customers (Maryland and Delaware)20202019
Residential947
 945
 0.2 % 0.3 % 2,450
 2,485
 (1.4)% (0.6)%Residential471,875 466,972 
Small commercial & industrial387
 376
 2.9 % 2.5 % 1,013
 1,027
 (1.4)% (1.3)%Small commercial & industrial62,291 61,657 
Large commercial & industrial924
 973
 (5.0)% (5.2)% 2,600
 2,730
 (4.8)% (4.8)%Large commercial & industrial1,234 1,418 
Public authorities & electric railroads8
 8
  % (1.1)% 25
 25
  % 1.1 %Public authorities & electric railroads610 616 
Total electric retail deliveries(a)
2,266
 2,302
 (1.6)% (1.7)% 6,088
 6,267
 (2.9)% (2.6)%
TotalTotal536,010 530,663 
177
 As of September 30,
Number of Total Electric Customers (Maryland and Delaware)2019 2018
Residential466,972
 463,017
Small commercial & industrial61,657
 61,277
Large commercial & industrial1,418
 1,400
Public authorities & electric railroads616
 622
Total530,663
 526,316

_________
(a)Reflects delivery volumes 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.

Natural Gas Retail Deliveries to Delaware Customers (in mmcf)Three Months Ended
September 30,
 % Change 
Weather - Normal
% Change(b)
 Nine Months Ended
September 30,
 % Change 
Weather - Normal
% Change(b)
2019 2018   2019 2018  
Residential403
 360
 11.9 % 11.8 % 5,751
 5,801
 (0.9)% 3.8 %
Small commercial & industrial386
 309
 24.9 % 22.9 % 2,972
 2,831
 5.0 % 8.9 %
Large commercial & industrial407
 454
 (10.4)% (10.4)% 1,372
 1,438
 (4.6)% (4.5)%
Transportation1,212
 1,260
 (3.8)% (3.5)% 4,905
 4,893
 0.2 % 1.6 %
Total natural gas deliveries(a)
2,408
 2,383
 1.0 % 1.4 % 15,000
 14,963
 0.2 % 3.3 %

 As of September 30,
Number of Delaware Natural Gas Customers2019 2018
Residential124,944
 123,145
Small commercial & industrial9,885
 9,798
Large commercial & industrial18
 19
Transportation158
 154
Total135,005
 133,116
__________
(a)Reflects delivery volumes 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.

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_________
(a)Reflects delivery volumes 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.
Natural Gas Retail Deliveries to Delaware Customers (in mmcf)Three Months Ended
September 30,
% Change
Weather - Normal
% Change(b)
Nine Months Ended
September 30,
% Change
Weather - Normal
% Change(b)
2020201920202019
Residential441 403 9.4 %(11.1)%5,256 5,751 (8.6)%(3.5)%
Small commercial & industrial339 386 (12.2)%(20.8)%2,567 2,972 (13.6)%(9.1)%
Large commercial & industrial402 407 (1.2)%(1.2)%1,265 1,372 (7.8)%(7.8)%
Transportation1,231 1,212 1.6 %— %4,811 4,905 (1.9)%(0.7)%
Total natural gas deliveries(a)
2,413 2,408 0.2 %(5.7)%13,899 15,000 (7.3)%(4.1)%
As of September 30,
Number of Delaware Natural Gas Customers20202019
Residential126,659 124,944 
Small commercial & industrial9,885 9,885 
Large commercial & industrial17 18 
Transportation160 158 
Total136,721 135,005 
__________
(a)Reflects delivery volumes 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.
Distribution Revenue increased for the three and nine months ended September 30, 20192020 compared to the same period in 20182019 primarily due to higher electric distribution rates (not reflecting the impact of TCJA) in Maryland and Delaware that became effective throughout 2018in July 2020 and higher natural gas distribution rates (not reflecting the impactDistribution System Improvement Charge (DSIC) fully implemented in the first quarter of TCJA) in Delaware that became effective 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 6 — 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, 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.2020.
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 increaseddecreased for the three and nine months ended September 30, 20192020 compared to the same period in 20182019 primarily due to rate increasesthe settlement agreement of ongoing transmission-related income tax regulatory liabilities. See Note 2 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
Other revenue includes rental revenue, revenue related to late payment charges, mutual assistance revenues, and an increaserecoveries of other taxes.
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 procurement and 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 Purchased power and fuel expense, Operating and maintenance expense, Depreciation and amortization expense, and Taxes other than income taxes. Customers have the highest daily peak load.choice to purchase electricity from competitive electric generation suppliers. Customer choice programs do not impact the volume of deliveries, but impact Operating revenues related to supplied electricity. Drivers of Operating revenues related to commodity and REC procurement costs and participation in customer choice programs are fully offset by their impact on Purchased power expense. DPL recovers electricity and REC procurement costs from customers with a slight mark-up and natural gas costs from customers without mark-up.
See Note 184 - Segment Information for the Combined Notes to Consolidated Financial Statements for the presentation of DPL's revenue disaggregation.
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The increase of $4 million and decrease of $20 million for the three and nine months ended September 30, 2020, respectively, compared to the same period in 2019, in Purchased power and fuel expense is fully offset in Operating revenues as part of regulatory required programs.
The changes in Operating and maintenance expense consisted of the following:
Three Months Ended
September 30, 2020
Nine Months Ended
September 30, 2020
Increase (Decrease)Increase (Decrease)
Labor, other benefits, contracting and materials$$
Credit loss expense(a)
Storm-related costs17 20 
Pension and non-pension postretirement benefits expense(1)(3)
BSC and PHISCO costs(1)(3)
Other— (2)
18 29 
Regulatory required programs
Total increase$21 $32 
 Three Months Ended
September 30, 2019
 Nine Months Ended
September 30, 2019
 Increase (Decrease) Increase (Decrease)
Baseline   
Labor, other benefits, contracting and materials$(2) $1
Pension and non-pension postretirement benefits expense1
 3
Uncollectible accounts expense(3) (4)
Storm-related costs2
 (1)
BSC and PHISCO costs(1) (6)
Write-offs of construction work in progress
 (7)
Other1
 (1)
 (2) (15)
    
Regulatory required programs
 (1)
Total decrease$(2) $(16)
_________
(a)Increased credit loss expense primarily as a result of suspending customer disconnections, offset by the regulatory asset recorded in the third quarter of 2020 related to incremental credit loss expense due to COVID-19. See Note 2 - Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
The changes in Depreciation and amortization expense consisted of the following:
Three Months Ended
September 30, 2019
 Nine Months Ended
September 30, 2019
Three Months Ended
September 30, 2020
Nine Months Ended
September 30, 2020
Increase (Decrease) Increase (Decrease)Increase (Decrease)Increase (Decrease)
Depreciation and amortization(a)
$4
 $11
Depreciation and amortization(a)
$$
Regulatory asset amortization(1) (1)
Regulatory required programs(4) (7)Regulatory required programs— (2)
Total increase (decrease)$(1) $3
Total increaseTotal increase$$
_________
(a)
(a)Depreciation and amortization increased primarily due to ongoing capital expenditures.

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Interest expense, net for the nine months ended September 30, 2019 compared to the same period in 2018 increased primarily due to higher outstanding debt.
Effective income tax rates were 13.2%3.6% and 13.2% for the three months ended September 30, 20192020 and 2018,2019, respectively, and 12.1%(28.2)% and 15.9%12.1% for the nine months ended September 30, 20192020 and 2018,2019, respectively. The decrease for the nine months ended September 30, 20192020 is primarily duerelated to the accelerated amortizationsettlement agreement of certain deferredongoing transmission-related income tax regulatory liabilities established upon the enactment of TCJA as the result of regulatory settlements.liabilities. See Note 122 — Regulatory Matters and Note 9 — 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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Results of Operations — ACE
Three Months Ended September 30, Favorable (Unfavorable) Variance Nine Months Ended September 30, Favorable (Unfavorable) VarianceThree Months Ended September 30,Favorable (Unfavorable) VarianceNine Months Ended September 30,Favorable (Unfavorable) Variance
2019 2018 2019 2018 2020201920202019
Operating revenues$419
 $406
 $13
 $966
 $981
 $(15)Operating revenues$420 $419 $$952 $966 $(14)
Operating expensesOperating expenses
Purchased power expense210
 198
 (12) 479
 486
 7
Purchased power expense211 210 (1)469 479 10 
Revenues net of purchased power expense209
 208
 1
 487
 495
 (8)
Other operating expenses    
     
Operating and maintenance86
 85
 (1) 241
 250
 9
Operating and maintenance77 86 238 241 
Depreciation and amortization43
 38
 (5) 114
 107
 (7)Depreciation and amortization48 43 (5)134 114 (20)
Taxes other than income1
 1
 
 4
 4
 
Total other operating expenses130
 124
 (6) 359
 361
 2
Taxes other than income taxesTaxes other than income taxes(1)(2)
Total operating expensesTotal operating expenses338 340 847 838 (9)
Gain on sale of assetsGain on sale of assets— — — — 
Operating income79
 84
 (5) 128
 134
 (6)Operating income82 79 107 128 (21)
Other income and (deductions)    
     
Other income and (deductions)
Interest expense, net(15) (16) 1
 (44) (48) 4
Interest expense, net(15)(15)— (45)(44)(1)
Other, net1
 1
 
 5
 2
 3
Other, net— — 
Total other income and (deductions)(14)
(15) 1
 (39)
(46) 7
Total other income and (deductions)(14)(14)— (40)(39)(1)
Income before income taxes65

69
 (4) 89

88
 1
Income before income taxes68 65 67 89 (22)
Income taxes2
 8
 6
 2
 12
 10
Income taxes(7)(39)41 
Net income$63
 $61
 $2
 $87
 $76
 $11
Net income$75 $63 $12 $106 $87 $19 
Three Months Ended September 30, 20192020 Compared to Three Months Ended September 30, 2018.2019. Net income remained relatively consistent withincreased by $12 million primarily due to an increase in transmission rates (net of the same period in 2018.impact of the settlement agreement of ongoing transmission-related income tax regulatory liabilities).
Nine Months Ended September 30, 20192020 Compared to Nine Months Ended September 30, 20182019.. Net income increased by $11$19 million primarily due to higher electric distribution rates that became effective April 2019 and higher transmission revenues due to an increase in the transmission rates and(net of the highest daily peak load,impact of the settlement agreement of ongoing transmission-related income tax regulatory liabilities), partially offset by an increase in depreciation and amortization, unfavorable weather conditions in ACE's service territory, and lower average residentialcommercial and industrial usage.
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. 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 do not impact the volume of deliveries or RNF, but impact Operating revenues related to supplied electricity.

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The changes in RNFOperating revenues consisted of the following:
Three Months Ended
September 30, 2019
 Nine Months Ended
September 30, 2019
Three Months Ended
September 30, 2020
Nine Months Ended September 30, 2020
Increase (Decrease) Increase (Decrease)(Decrease) Increase(Decrease) Increase
Weather$(4) $(4)Weather$(1)$(5)
Volume(4) (10)Volume(5)
Distribution16
 21
Distribution— 20 
Regulatory required programs(12) (28)
Transmission7
 15
Transmission(1)(19)
Other(2) (2)Other
(8)
Regulatory required programsRegulatory required programs(2)(6)
Total increase (decrease)$1
 $(8)Total increase (decrease)$$(14)
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. There was a decrease related to weather for the three and nine months ended September 30, 20192020 compared to same period in 20182019 due to the impact of unfavorable weather conditions in ACE's service territory.
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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 three and nine months ended September 30, 20192020 compared to same period in 20182019 consisted of the following:
Heating and Cooling Degree-Days  Normal % ChangeHeating and Cooling Degree-DaysNormal% Change
Three Months Ended September 30,2019 2018 2019 vs. 2018 2019 vs. NormalThree Months Ended September 30,202020192020 vs. 20192020 vs. Normal
Heating Degree-Days13
 1
 38
 1,200.0 % (65.8)%Heating Degree-Days58 13 36 346.2 %61.1 %
Cooling Degree-Days980
 1,093
 831
 (10.3)% 17.9 %Cooling Degree-Days989 980 839 0.9 %17.9 %
         
  Normal % ChangeNormal% Change
Nine Months Ended September 30,2019 2018 2019 vs. 2018 2019 vs. NormalNine Months Ended September 30,202020192020 vs. 20192020 vs. Normal
Heating Degree-Days2,899
 2,928
 3,080
 (1.0)% (5.9)%Heating Degree-Days2,618 2,899 3,069 (9.7)%(14.7)%
Cooling Degree-Days1,330
 1,447
 1,129
 (8.1)% 17.8 %Cooling Degree-Days1,300 1,330 1,143 (2.3)%13.7 %
Volume, exclusive of the effects of weather, decreasedincreased for the three months ended September 30, 2020 and decreased for the nine months ended September 30, 20192020 compared to the same period in 2018,2019, primarily due to lower average residentialcommercial and industrial usage.
Electric Retail Deliveries to Customers (in GWhs)Three Months Ended
September 30,
% Change
Weather - Normal % Change(b)
Nine Months Ended
September 30,
% Change
Weather - Normal % Change(b)
2020201920202019
Residential1,533 1,470 4.3 %5.4 %3,193 3,182 0.3 %3.1 %
Small commercial & industrial397 431 (7.9)%(9.1)%967 1,055 (8.3)%(7.5)%
Large commercial & industrial851 938 (9.3)%(9.6)%2,287 2,600 (12.0)%(11.6)%
Public authorities & electric railroads10 (10.0)%(5.8)%33 34 (2.9)%(2.3)%
Total electric retail deliveries(a)
2,790 2,849 (2.1)%(1.9)%6,480 6,871 (5.7)%(4.2)%
Electric Retail Deliveries to Customers (in GWhs)Three Months Ended
September 30,
 % Change 
Weather - Normal % Change(b)
 Nine Months Ended
September 30,
 % Change 
Weather - Normal
% Change(b)
2019 2018   2019 2018  
Residential1,470
 1,548
 (5.0)% (1.6)% 3,182
 3,363
 (5.4)% (3.9)%
Small commercial & industrial431
 442
 (2.5)% (0.5)% 1,055
 1,066
 (1.0)% 0.1 %
Large commercial & industrial938
 1,030
 (8.9)% (7.9)% 2,600
 2,725
 (4.6)% (4.2)%
Public authorities & electric railroads10
 10
  % (3.9)% 34
 36
 (5.6)% (5.9)%
Total electric retail deliveries(a)
2,849
 3,030
 (6.0)% (3.7)% 6,871
 7,190
 (4.4)% (3.4)%


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As of September 30,As of September 30,
Number of Electric Customers2019 2018Number of Electric Customers20202019
Residential493,720
 489,961
Residential497,222 493,720 
Small commercial & industrial61,376
 61,141
Small commercial & industrial61,521 61,376 
Large commercial & industrial3,418
 3,569
Large commercial & industrial3,305 3,418 
Public authorities & electric railroads676
 656
Public authorities & electric railroads694 676 
Total559,190
 555,327
Total562,742 559,190 
_________
(a)Reflects delivery volumes 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.
(a)Reflects delivery volumes 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 Revenueincreased for the three and nine months ended September 30, 20192020 compared to the same period in 20182019 primarily due to higher electric distribution rates charged to customers that became effective in April 2019 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 6 — 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 amortization expense and Taxes other than income.April 2020.
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 increaseddecreased for the three and nine months ended September 30, 20192020 compared to the same period in 20182019, primarily due to rate increasessettlement agreement for ongoing transmission-related income tax regulatory liabilities. See Note 2 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
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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 an increaseBGS procurement and 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 Purchased power and fuel expense, Operating and maintenance expense, Depreciation and amortization expense, and Taxes other than income taxes. Customers have the highest daily peak load.choice to purchase electricity from competitive electric generation suppliers. Customer choice programs do not impact the volume of deliveries, but impact Operating revenues related to supplied electricity. Drivers of Operating revenues related to commodity, REC and ZEC procurement costs, and participation in customer choice programs are fully offset by their impact on Purchased power expense. ACE recovers electricity, REC, and ZEC procurement costs from customers without mark-up.
See Note 184 - Segment Information of the Combined Notes to Consolidated Financial Statements for the presentation of ACE's revenue disaggregation.
The increase of $1 million for the three months ended September 30, 2020 and decrease of $10 million for the nine months ended September 30, 2020 compared to the same period in 2019, in Purchased power expense is fully offset in Operating revenues as part of regulatory required programs.
The changes in Operating and maintenance expense consisted of the following:
Three Months Ended
September 30, 2020
Nine Months Ended September 30, 2020
Three Months Ended
September 30, 2019
 Nine Months Ended
September 30, 2019
(Decrease) IncreaseIncrease (Decrease)
Increase (Decrease) Increase (Decrease)
Baseline   
Labor, other benefits, contracting and materials$2
 $(4)Labor, other benefits, contracting and materials$(2)$
Uncollectible accounts expense(a)
(3) (9)
Pension and non-pension postretirement benefits expensePension and non-pension postretirement benefits expense— (1)
Storm-related costs1
 1
Storm-related costs(1)
BSC and PHISCO costs(1) (4)BSC and PHISCO costs(1)(2)
Other3
 (4)Other(2)(6)
2
 (20)(4)(3)
   
Regulatory required programs(1) 11
Total Increase (Decrease)$1
 $(9)
Regulatory required programs(a)
Regulatory required programs(a)
(5)— 
Total decreaseTotal decrease$(9)$(3)
_________
(a)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.

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Table(a)ACE is allowed to recover from or refund to customers the difference between its annual credit loss expense and the amounts collected in rates annually through the Societal Benefits Charge. During the three months ended September 30, 2020, ACE recorded a net decrease in credit losses account due to the timing of Contentsregulatory cost recovery. An equal and offsetting amount has been recognized in Operating revenues for the period presented.
ACE


The changes in Depreciation and amortization expense consisted of the following:
Three Months Ended
September 30, 2019
 Nine Months Ended
September 30, 2019
Three Months Ended
September 30, 2020
Nine Months Ended September 30, 2020
Increase (Decrease) Increase (Decrease)Increase (Decrease)Increase (Decrease)
Depreciation and amortization(a)
$8
 $19
Depreciation and amortization(a)
$$14 
Regulatory asset amortization(b)
3
 5
Regulatory asset amortizationRegulatory asset amortization(1)(2)
Regulatory required programs(6) (17)Regulatory required programs
Total increase$5
 $7
Total increase$$20 
_________
(a)Depreciation and amortization increased primarily due to ongoing capital expenditures.
(b)Regulatory asset amortization increased primarily due to additional regulatory assets related to rate case activity.
Interest expense, net(a)Depreciation and amortization increased primarily due to ongoing capital expenditures.
Gain on sale of assets for the nine months ended September 30, 20192020 compared to the same period in 2018 decreased primarily2019 increased due to lower outstanding debt.
Other, net for the nine months ended September 30, 2019 compared to the same periodsale of land in 2018 increased primarily due to higher income from AFUDC equity.February 2020.
Effective income tax rates were 3.1%(10.3)% and 11.6%3.1% for the three months ended September 30, 2020 and 2019, and 2018, respectively, (58.2)% and 2.2% and 13.6% for the nine months ended September 30, 20192020 and 2018,2019, respectively. The decreasechange is primarily duerelated to the accelerated amortizationsettlement agreement of certain deferredongoing transmission-related income tax regulatory liabilities established upon the enactment of TCJA as the result of regulatory settlements.liabilities. See Note 122 — Regulatory Matters and Note 9 — Income Taxes of the Combined Notes to Consolidated
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Financial Statements for additional information regarding the components of the change in effective income tax rates.
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Liquidity and Capital Resources
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, the sale of certain receivables, 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$10.6 billion. In addition,As a result of disruptions in the commercial paper markets due to COVID-19 in March of 2020, Generation has $645 millionborrowed $1.5 billion on its revolving credit facility to refinance commercial paper. Generation repaid the $1.5 billion borrowed on the revolving credit facility on April 3, 2020 using funds from short-term loans issued in bilateral facilities with banks which have various expirations between October 2019March 2020, cash proceeds from the sale of certain customer accounts receivable, and April 2021borrowings from the Exelon intercompany money pool. See Note 5 - Accounts Receivable of the Combined Notes to Consolidated Financial Statements for additional information on the sale of customer accounts receivable. Exelon Corporate, Generation, and $159 million in credit facilitiesthe Utility Registrants continued to issue commercial paper during the third quarter of 2020. See Executive Overview for project finance.additional information on COVID-19. The Registrants continue to 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, the Utility Registrants 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 1112 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on the Registrants’ debt and credit agreements.
Despite disruptions in the financial markets due to COVID-19, the Registrants have been able to fund their liquidity needs to date. As of December 31, 2019, Exelon had approximately $4.0 billion of long-term debt that matures in 2020, excluding project financings and floating rate long-term debt. Of this, as of September 30, 2020, Exelon has redeemed or refinanced approximately $3.4 billion that is maturing in 2020. The remaining amount of $0.6 billion on Exelon’s and Generation’s Consolidated Balance Sheet was redeemed on October 2, 2020. To date in 2020, the Registrants have been able to execute their expected debt issuances and have issued long-term debt of $5.3 billion, of which $4.1 billion was issued in the period of April to October of 2020. The Registrants accelerated the timing of a number of planned debt issuances resulting in the $4.1 billion issued in the period of April to October of 2020 and the Registrants have now completed their planned long-term debt issuances for the 2020 year.
NRC Minimum Funding Requirements (Exelon and Generation)
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
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are available. See Note 137 — Nuclear Decommissioning of the Combined Notes to Consolidated Financial Statements for additional 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 fund investmentsfunds 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 PSDAR to the NRC that includes the planned option for decommissioning the site. Upon retirement, Dresden will have adequate funding assurance, however, due to the earlier commencement of decommissioning activities and a shorter time period over which the NDT fund investments could appreciate in value, Byron may no longer meet the NRC minimum funding requirements and, as a result, the NRC may require additional financial assurance including possibly a parental guarantee from Exelon. Considering the different approaches to decommissioning available to Generation, the most likely estimates currently anticipated could require financial assurance for radiological decommissioning at Byron of up to $275 million.
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, under the regulations, the NRC must approve an exemption in order for the plant’s owner(s)Generation to utilize the NDT fundfunds to pay for non-radiological decommissioning costs (i.e., spent fuel management and site restoration costs)costs, if applicable). If a unit does not receive this exemption, thethose costs would be borne by the owner(s)Generation without reimbursement from or access to the NDT funds. The ultimate costs forAccordingly, based on current projections of the most likely decommissioning approach, it is expected that Dresden would not require supplemental cash from Generation, but some portion of the Byron spent fuel management costs would need to be funded through supplemental cash from Generation. While the ultimate amounts may vary greatly and could be reducedoffset by alternate decommissioning scenarios and/or reimbursement of certain spent fuel management costs under the DOE reimbursement agreements.


settlement agreement, decommissioning for Byron may require supplemental cash from Generation of up to $180 million, net of taxes, over a period of 10 years after permanent shutdown.
As of September 30, 2019,2020, Exelon would not be required to post a parental guarantee for TMI Unit 1 under the SAFSTOR scenario which is the planned decommissioning option as described in the TMI Unit 1 PSDAR filed by Generation with the NRC on April 5, 2019. On October 16, 2019, the NRC granted Generation's exemption request to use the TMI Unit 1 NDT funds for spent fuel management costs. An additional exemption request would be required to allow the funds to be spent on site restoration costs, which are not expected to be incurred in the near term.
Project Financing (Exelon and Generation)
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. See Note 1112 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on nonrecourse debt. Refer to Note 1316 — Debt and Credit Agreements of the Exelon 20182019 Form 10-K for additional information on credit facilities.
Pension Funding Strategy (All Registrants)
Management considers various factors when making qualified 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). Beginning in 2020, Exelon will implement 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. This funding strategy does not change Exelon’s expected 2019 qualified pension contributions of approximately $300 million.
Cash Flows from Operating Activities (All Registrants)
General
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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.customers and the sale of certain receivables.
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, and their ability to achieve operating cost reductions.
See Notes 4Note 3 — Regulatory Matters and 22Note 18 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements of the Exelon 20182019 Form 10-K for additional information of regulatory and legal proceedings and proposed legislation.
The following table provides a summary of the change in cash flows from operating activities for the nine months ended September 30, 20192020 and 20182019 by Registrant:

Increase (Decrease) in cash flows from operating activitiesExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
(Decrease) increase in cash flows from operating activities(Decrease) increase in cash flows from operating activitiesExelonGenerationComEdPECOBGE PHIPepcoDPLACE
Net income$241
 $117
 $21
 $74
 $19
 $76
 $43
 $26
 $11
Net income$(701)$(299)$(240)$(93)$12 $$10 $(25)$19 
Adjustments to reconcile net income to cash:                 Adjustments to reconcile net income to cash:
Non-cash operating activities(399) (293) (35) 12
 15
 (22) 13
 (18) (18)Non-cash operating activities562 264 353 — 25 (91)(84)13 (9)
Pension and non-pension postretirement benefit contributions(15) (31) (30) (1) 5
 51
 1
 (1) 6
Pension and non-pension postretirement benefit contributions(203)(84)(74)(29)(20)— (3)
Income taxes(23) 107
 90
 1
 5
 20
 (5) 11
 8
Income taxes(174)(215)(47)63 89 (3)12 (23)(1)
Changes in working capital and other noncurrent assets and liabilities(653) (367) (72) (40) (50) (93) (63) (31) 19
Changes in working capital and other noncurrent assets and liabilities(1,415)(1,564)(20)119 (39)48 104 (5)(54)
Option premiums received, net49
 49
 
 
 
 
 
 
 
Collateral posted, net(476) (520) 53
 
 (6) 
 
 
 
(Decrease) Increase in cash flows from operating activities$(1,276) $(938) $27
 $46
 $(12) $32
 $(11) $(13) $26
Option premiums (paid) received, netOption premiums (paid) received, net(144)(144)— — — — — — — 
Collateral received (posted), netCollateral received (posted), net898 932 (40)— — — — — 
(Decrease) increase in cash flows from operating activities(Decrease) increase in cash flows from operating activities$(1,177)$(1,110)$(68)$97 $63 $(60)$44 $(40)$(48)
Changes in the Registrants' cash flows from operations 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, except as discussed below. In addition, significant operating cash flow impacts for the Registrants for the nine months ended September 30, 20192020 and 20182019 were as follows:
See Note 17 — 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.
See Note 9 — Income Taxes of the Combined Notes to Consolidated Financial Statements and the Registrants' Consolidated Statement of 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.
During 2020, Exelon and Generation derecognized approximately $1.2 billion of accounts receivable. See Note 5 — Accounts Receivable for additional information on the sales of customer accounts receivable.
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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.
Cash Flows from Investing Activities (All Registrants)
The following table provides a summary of the change in cash flows from investing activities for the nine months ended September 30, 20192020 and 20182019 by Registrant:
Increase (Decrease) in cash flows from investing activitiesExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Increase (decrease) in cash flows from investing activitiesIncrease (decrease) in cash flows from investing activitiesExelonGenerationComEdPECOBGE PHIPepcoDPLACE
Capital expenditures$238
 $378
 $127
 $(60) $(175) $(18) $20
 $9
 $(53)Capital expenditures$(347)$70 $(170)$(149)$$(66)$(57)$(33)$19 
Proceeds from NDT fund sales, net180
 180
 
 
 
 
 
 
 
Proceeds from NDT fund sales, net(74)(74)— — — — — — — 
Acquisitions of assets and businesses, net57
 57
 
 
 
 
 
 
 
Proceeds from sales of assets and businesses(73) (73) 
 
 
 
 
 
 
Proceeds from sales of assets and businesses29 29 — — — — — — — 
Changes in intercompany money poolChanges in intercompany money pool— — — 68 — — (117)— — 
Collection of DPPCollection of DPP2,518 2,518 — — — — — — — 
Other investing activities(8) (1) 3
 1
 (4) 1
 (1) 
 1
Other investing activities(23)11 (25)(3)(4)— (5)(4)
Increase (Decrease) in cash flows from investing activities$394
 $541
 $130
 $(59) $(179) $(17) $19
 $9
 $(52)
Increase (decrease) in cash flows from investing activitiesIncrease (decrease) in cash flows from investing activities$2,103 $2,554 $(195)$(84)$— $(66)$(179)$(37)$24 
Significant investing cash flow impacts for the Registrants for nine months ended September 30, 20192020 and 20182019 were as follows:
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.
Changes in intercompany money pool are driven by short-term borrowing needs. Refer to more information regarding the intercompany money pool below.capital expenditures are primarily due to the timing of cash expenditures for capital projects. Refer to Liquidity and Capital Resources of the Exelon 2018 Form 10-K for additional information on projected capital expenditure spending.
During the nine months ended September 30, 2018, Exelon and Generation had proceeds of $79 million relating to the sale of its interest in an electrical contracting business.

Capital Expenditure Spending
As of September 30, 2019, there have been no material changes to2020, the Registrants’ projectedmost recent estimates of capital expenditures for plant additions and improvements for 2020 are as disclosedfollows:
(In millions)TransmissionDistributionGasTotal
ExelonN/AN/AN/A$8,075 
GenerationN/AN/AN/A1,500 
ComEd425 1,900 N/A2,325 
PECO100 800 300 1,200 
BGE275 550 475 1,300 
PHI425 1,100 100 1,625 
Pepco150 650 N/A800 
DPL100 250 100 450 
ACE175 200 N/A375 
Projected capital expenditures and other investments are subject to periodic review and revision to reflect changes in Liquidityeconomic conditions and Capital Resourcesother factors.
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Cash Flows from Financing Activities (All Registrants)
The following table provides a summary of the change in cash flows from financing activities for the nine months ended September 30, 20192020 and 20182019 by Registrant:
Increase (Decrease) in cash flows from financing activitiesExelon Generation ComEd PECO BGE PHI Pepco DPL ACE
Increase (decrease) in cash flows from financing activitiesIncrease (decrease) in cash flows from financing activitiesExelonGenerationComEdPECOBGE PHIPepcoDPLACE
Changes in short-term borrowings, net$398
 $
 $387
 $
 $42
 $(31) $(66) $273
 $37
Changes in short-term borrowings, net$(494)$220 $(376)$— $(41)$(161)$(54)$(113)$
Long-term debt, net(252) (69) (410) 125
 100
 13
 50
 (196) (116)Long-term debt, net666 (1,053)400 25 — 202 156 99 (52)
Changes in intercompany money pool
 (46) 
 
 
 
 
 
 
Changes in intercompany money pool— 100 — — — (1)— — 117 
Dividends paid on common stock(56) 
 (35) 32
 (12) 
 (45) (47) (54)Dividends paid on common stock(64)— 13 (17)— (1)(11)
Distributions to member
 14
 
 
 
 (197) 
 
 
Distributions to member— (732)— — — (22)— — — 
Contributions from parent/member
 (54) (200) 103
 86
 46
 44
 (150) 155
Contributions from parent/member— 64 301 74 180 210 133 112 (38)
Other financing activities58
 9
 6
 16
 (5) 1
 1
 3
 (1)Other financing activities(73)(11)(4)(1)(5)(3)(1)— 
Increase (Decrease) in cash flows from financing activities$148
 $(146) $(252) $276
 $211
 $(168) $(16) $(117) $21
Increase (decrease) in cash flows from financing activitiesIncrease (decrease) in cash flows from financing activities$35 $(1,412)$327 $114 $121 $223 $231 $103 $22 
Significant financing cash flow impacts for the Registrants for the nine months ended September 30, 20192020 and 20182019 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 11
Changes in short-term borrowings, net, is driven by repayments on and issuances of notes due in less than 365 days. Refer to 12 — Debt and Credit Agreements of the 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 12 — Debt and Credit Agreements of the Consolidated Financial Statements for additional information on debt issuances. Refer to debt 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’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 14 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements of the Exelon 2019 Form 10-K for additional information on dividend restrictions. See below for quarterly dividends declared.
For the nine months ended September 30, 2020, other financing activities primarily consists of debt issuance costs. See Note 12 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information of the Registrants’ debt issuances.
Long-term debt, net, varies due to debt issuances and redemptions each year. Refer to 11 — Debt and Credit Agreements of the Consolidated Financial Statements for additional information on debt issuances. Refer to debt 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’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 16 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements of the Exelon 2018 Form 10-K for additional information on dividend restrictions. See below for quarterly dividends declared.
Debt
See Note 1112 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on the Registrants’ debt issuances.

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During the nine months ended September 30, 2019,2020, the following long-term debt was retired and/or redeemed:
Company(a)
TypeInterest RateMaturityAmount
ExelonNotes2.85 %June 15, 2020$900 
ExelonLong-Term Software License Agreement3.95 %May 1, 202424 
GenerationSenior Notes2.95 %January 15, 20201,000 
GenerationSenior Notes4.00 %October 1, 2020550 
GenerationTax-Exempt Bonds2.50% - 2.70%December 1, 2025 - June 1, 2036412 
Generation
ExGen Renewables IV Nonrecourse Debt(b)
3mL +3%November 30, 202487 
Generation
Continental Wind Nonrecourse Debt(b)
6.00 %February 28, 203333 
Generation
Antelope Valley DOE Nonrecourse Debt(b)
2.29% - 3.56%January 5, 203713 
Generation
Renewable Power Generation Nonrecourse Debt(b)
4.11 %March 31, 2035
GenerationEnergy Efficiency Project Financing3.71 %December 31, 2020
GenerationNUKEM3.15 %September 30, 2020
GenerationSolGen Nonrecourse Debt3.93 %September 30, 2036
GenerationEnergy Efficiency Project Financing4.12 %November 30, 2020
ComEdFirst Mortgage Bonds4.00 %August 1, 2020500 
DPLTax-Exempt Bonds5.40 %February 1, 203178 
ACETax-Exempt First Mortgage Bonds4.88 %June 1, 202923 
ACETransition Bonds5.55 %October 20, 202314 
Company (a)
 Type Interest Rate Maturity Amount
Exelon Oracle Annual Lease Payment 3.95% May 1, 2024 $18
Generation Antelope Valley DOE Nonrecourse Debt 2.33% - 3.56%
 January 5, 2037 12
Generation Kennett Square Capital Lease 7.83% September 20, 2020 3
Generation Continental Wind Nonrecourse Debt 6.00% February 28, 2033 32
Generation Pollution control notes 2.50% March 1, 2019 23
Generation Renewable Power Generation Nonrecourse Debt 4.11% March 31, 2035 10
Generation Energy Efficiency Project Financing 3.46% April 30, 2019 39
Generation ExGen Renewables IV Nonrecourse debt 3mL +3%
 November 30, 2024 38
Generation Hannie Mae, LLC Defense Financing 4.12% November 30, 2019 1
Generation Energy Efficiency Project Financing 3.72% July 31, 2019 25
Generation Nuclear fuel procurement contracts 3.15% September 30, 2020 36
Generation SolGen Nonrecourse Debt 3.93% September 30, 2036 2
Generation Energy Efficiency Project Financing 4.17% August 31, 2019 1
Generation Energy Efficiency Project Financing 3.53% March 31, 2020 1
Generation Energy Efficiency Project Financing 4.26% September 30, 2019 1
ComEd First Mortgage Bonds 2.15% January 15, 2019 300
Pepco Unsecured Tax-Exempt Bonds 6.20% September 1, 2022 110
ACE Transition Bonds 5.55% October 20, 2023 13
_________
(a)On October 1, 2019, Generation redeemed $600 million of 5.20% 2009 Senior Notes due to maturity.
Antelope Valley’s nonrecourse(a)On October 2, 2020, Generation redeemed $550 million of 5.15% senior notes due December 1, 2020. The senior notes are legacy Constellation mirror debt of approximately $495 million was reclassified as current in Exelon’sthat were previously held at Exelon and Generation’s Consolidated Balance Sheets in the first quarter of 2019 and continues to be classified as current as of September 30, 2019 as a resultGeneration. As part of the PG&E bankruptcy filing on January 29, 2019. 2012 Constellation merger, Exelon and Generation assumed intercompany loan agreements that mirrored the terms and amounts of external obligations held by Exelon, resulting in intercompany notes payable at Generation.
(b)See Note 1112 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information.information of nonrecourse debt.
Dividends
Quarterly dividends declared by the Exelon Board of Directors during the nine months ended September 30, 20192020 and for the thirdfourth quarter of 20192020 were as follows:
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
_________
(a)PeriodExelon's BoardDeclaration DateShareholder of Directors approved an updated dividend policy providing an increase of 5% each year for the period covering 2018 through 2020.Record DateDividend Payable Date
Cash per Share(a)
First Quarter 2020January 28, 2020February 20, 2020March 10, 2020$0.3825 
Second Quarter 2020April 28, 2020May 15, 2020June 10, 2020$0.3825 
Third Quarter 2020July 28, 2020August 14, 2020September 10, 2020$0.3825 
Fourth Quarter 2020November 2, 2020November 16, 2020December 10, 2020$0.3825 
Other
For_________
(a)Exelon's Board of Directors approved an updated dividend policy providing an increase of 5% each year for the nine months ended September 30, 2019, other financing activities primarily consist of debt issuance costs. See Note 11 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information of the Registrants’ debt issuances.

period covering 2018 through 2020.
Credit Matters (All Registrants)
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 $9.8$10.6 billion in aggregate total commitments of which $8.5 billion was available to support additional commercial paper as of September 30, 2020, 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 markets and had availability under their revolving credit facilitiesduring the third quarter of 20192020 to fund their short-term liquidity needs, when necessary.needs. 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.
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ITEM 1A. RISK FACTORS of the Exelon 20182019 Form 10-K 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 September 30, 2019,2020, it would have been required to provide incremental collateral of $1.5$1.3 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 $4.2$4.9 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 September 30, 20192020 and available credit facility capacity prior to any incremental collateral at September 30, 2019:2020:
PJM Credit Policy Collateral
Other Incremental Collateral Required(a)
Available Credit Facility Capacity Prior to Any Incremental Collateral
PJM Credit Policy Collateral 
Other Incremental Collateral Required(a)
 Available Credit Facility Capacity Prior to Any Incremental Collateral
ComEd$10
 $
 $995
ComEd$12 $— $857 
PECO
 28
 600
PECO— 22 600 
BGE12
 26
 594
BGE11 31 600 
Pepco10
 
 290
Pepco11 — 299 
DPL6
 11
 300
DPL10 300 
ACE
 
 300
ACE— — 300 
_________
(a)
Represents incremental collateral related to natural gas procurementRepresents 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 11Note 12 — Debt and Credit Agreements and Note 16 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information on the Registrants’ short-term borrowing activity.
See Note 1316 — Debt and Credit Agreements and Note 22 — Commitments and Contingencies of the Exelon 20182019 Form 10-K for additional information on the Registrants’ credit facilities.
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 1011 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information on collateral provisions.
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The credit ratings for Exelon Corporate, Generation, PECO, BGE, PHI, Pepco, DPL, and ACE did not change for the nine months ended September 30, 2020. On July 21, 2020, S&P lowered ComEd's long-term issuer credit rating from 'A-' to a 'BBB+'. S&P also affirmed the current 'A' rating on ComEd's senior secured debt and 'A-2' short-term rating, which influences long and short-term borrowing cost.
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 September 30, 2019,2020, are presented in the following table:
Exelon Intercompany Money PoolDuring the Three Months Ended September 30, 2020As of September 30, 2020
Contributed (Borrowed)Maximum
Contributed
Maximum
Borrowed
Contributed
(Borrowed)
Exelon Corporate$871 $— $333 
Generation— (527)— 
PECO35 — — 
BSC— (494)(372)
PHI Corporate— (22)(21)
PCI60 — 60 
Exelon Intercompany Money Pool During the Three Months Ended September 30, 2019 As of September 30, 2019
Contributed (Borrowed) 
Maximum
Contributed
 
Maximum
Borrowed
 
Contributed
(Borrowed)
Exelon Corporate $260
 $
 $206
Generation 212
 
 
PECO 7
 (85) 
BSC 
 (338) (251)
PHI Corporate 
 (10) (10)
PCI 55
 
 55
PHI Intercompany Money Pool During the Three Months Ended September 30, 2019 As of September 30, 2019PHI Intercompany Money PoolDuring the Three Months Ended September 30, 2020As of September 30, 2020
Contributed (Borrowed) 
Maximum
Contributed
 
Maximum
Borrowed
 
Contributed
(Borrowed)
Contributed (Borrowed)Maximum
Contributed
Maximum
Borrowed
Contributed
(Borrowed)
Pepco 63
 
 
Pepco$123 $(57)$117 
DPL 
 (46) 
DPL61 — — 
ACE 
 (29) 
ACE— (129)(117)
PHISCO 2
 
 2
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 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.

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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:
As of September 30, 2020
 As of September 30, 2019
Short-term Financing Authority(a)
Remaining Long-term Financing Authority(a)
 
Short-term Financing Authority(a)(b)
 
Remaining Long-term Financing Authority(a)
CommissionExpiration DateAmountCommissionExpiration DateAmount
Commission Expiration Date AmountCommission Expiration Date Amount
ComEd(c)
 FERC December 31, 2019 $2,500
 ICC August 1, 2021 $693
ComEdComEdFERCDecember 31, 2021$2,500 ICCFebruary 1, 2023$893 
PECO FERC December 31, 2019 1,500
 PAPUC December 31, 2021 1,575
PECOFERCDecember 31, 20211,500 PAPUCDecember 31, 20211,225 
BGE FERC December 31, 2019 700
 MDPSC N/A 
BGEFERCDecember 31, 2021700 MDPSCN/A1,100 
Pepco FERC December 31, 2019 500
 MDPSC / DCPSC December 31, 2020 141
PepcoFERCDecember 31, 2021500 MDPSC / DCPSCDecember 31, 2022900 
DPL FERC December 31, 2019 500
 MDPSC / DPSC December 31, 2020 150
DPLFERCDecember 31, 2021500 MDPSC / DPSCDecember 31, 2022375 
ACE NJBPU December 31, 2019 350
 NJBPU December 31, 2020 200
ACE(b)
ACE(b)
NJBPUDecember 31, 2021350 NJBPUDecember 31, 202077 
_________
(a)
(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, PECO, 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, PECO, BGE, Pepco, DPL and ACE expect approval of the applications before the end of the year.
(c)ComEd had $693 million available in new money long-term debt financing authority from the ICC as of September 30, 2019 and has an expiration date of August 1, 2021.

(b)On August 12, 2020, ACE filed an application for $600 million in new long-term debt financing authority from the NJBPU and expects approval before the end of the year.

Contractual Obligations and Off-Balance Sheet Arrangements
Contractual obligations represent cash obligations that are considered to be firm commitments and commercial commitments triggered by future events. See Note 2218 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements in the Exelon 20182019 Form 10-K.
Generation, ComEd, PECO, BGE, Pepco, DPL, and ACE have obligations related to contracts for the purchase of power and fuel supplies, and ComEd and PECO have obligations related to their financing trusts. The power and fuel purchase contracts and the financing trusts have been considered for consolidation in the Registrants’ respective financial statements pursuant to the authoritative guidance for VIEs. See Note 1 — Significant Accounting Policies of the Combined Notes to Consolidated Financial Statements in the Exelon 2019 Form 10-K for additional information.
For an in-depth discussion of the Registrants' contractual obligations and off-balance sheet arrangements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Contractual Obligations and Off-Balance Sheet Arrangements” in the Exelon 20182019 Form 10-K. In addition, see discussion of off-balance sheet arrangement discussed below.

Sales of Customer Accounts Receivable
On April 8, 2020, Generation entered into an accounts receivable financing facility with a number of financial institutions and a commercial paper conduit to sell certain receivables, which expires on April 7, 2021 unless renewed by the mutual consent of the parties in accordance with its terms. The facility allows Generation to obtain financing at lower cost and diversify its sources of liquidity. See Note 5 — Accounts Receivable of the Combined Notes to Consolidated Financial Statements for additional information.

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Item 3.    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. The following discussion serves as an update to ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK of Exelon’s 20182019 Annual Report on Form 10-K incorporated herein by reference.
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.
As of September 30, 2019,2020, the percentage of expected generation hedged for the Mid-Atlantic, Midwest, New York, and ERCOT reportable segments is 96%-99%, 84%-87%97%-100% and 54%-57%87%-90% for 2019, 2020 and 2021, respectively. 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 September 30, 20192020 market conditions and hedged position would be immaterial for 2019, and decreasesa decrease in pre-tax net income of approximately $88$14 million and $399$99 million, respectively, for 2020 and 2021. See Note 1011 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information.
Fuel Procurement
Approximately 63%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.
Utility Registrants
There have been no significant changes or additions to the Utility Registrants exposures to commodity price risk that were described in ITEM 1A. RISK FACTORS of Exelon’s 20182019 Annual Report on Form 10-K. See Note 1011 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information regarding commodity price risk exposure.
Trading and Non-Trading Marketing Activities
The following table detailing Exelon’s, Generation’s, and ComEd’s trading and non-trading marketing activities isare included to address the recommended disclosures by the energy industry’s Committee of Chief Risk Officers (CCRO).

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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, 20182019 to September 30, 2019.2020. 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 1011 — 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 September 30, 20192020 and December 31, 2018.2019.
 Exelon Generation ComEd
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 results of operations(273) (273) 
Reclassification to realized of contracts recorded in results of operations215
 215
 
Changes in fair value — recorded through regulatory assets and liabilities(b)
(31) 
 (31)
Changes in allocated collateral364
 364
 
Net option premium paid/(received)(13) (13) 
Option premium amortization(21) (21) 
Upfront payments and amortizations(c)
(73) (73) 
Total mark-to-market energy contract net assets (liabilities) at September 30, 2019(a)
$467
 $747
 $(280)
ExelonGenerationComEd
Total mark-to-market energy contract net assets (liabilities) at December 31, 2019(a)
$567 $868 $(301)
Total change in fair value during 2020 of contracts recorded in results of operations14 14 — 
Reclassification to realized at settlement of contracts recorded in results of operations436 436 — 
Changes in fair value — recorded through regulatory assets(b)
(3)— (3)
Changes in allocated collateral(678)(678)— 
Net option premium paid131 131 — 
Option premium amortization(79)(79)— 
Upfront payments and amortizations(c)
(80)(80)— 
Total mark-to-market energy contract net assets (liabilities) at September 30, 2020(a)
$308 $612 $(304)
_________
(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 September 30, 2019, ComEd recorded a regulatory liability of $280 million related to its mark-to-market derivative liabilities with Generation and unaffiliated suppliers. For the nine months ended September 30, 2019, ComEd recorded $31 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.
(c)Includes derivative contracts acquired or sold by Generation through upfront payments or receipts of cash, excluding option premiums, and the associated amortizations
(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. As of September 30, 2020, ComEd recorded a regulatory asset of $304 million related to its mark-to-market derivative liabilities with unaffiliated suppliers. For the nine months ended September 30, 2020, ComEd recorded $26 million of decreases in fair value and an increase for realized losses due to settlements of $23 million recorded in purchased power expense associated with floating-to-fixed energy swap contracts with unaffiliated suppliers.
(c)Includes derivative contracts acquired or sold by Generation through upfront payments or receipts of cash, excluding option premiums, and the associated amortizations.
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 913 — 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.

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Exelon
Maturities Within Total Fair
Value
Maturities WithinTotal Fair
Value
2019 2020 2021 2022 2023 2024 and Beyond 202020212022202320242025 and Beyond
Normal Operations, Commodity derivative contracts(a)(b):
             
Normal Operations, Commodity derivative contracts(a)(b):
Actively quoted prices (Level 1)$(22) $(105) $(25) $(13) $9
 $9
 $(147)Actively quoted prices (Level 1)$$69 $13 $11 $11 $18 $126 
Prices provided by external sources (Level 2)76
 (1) 47
 (10) 
 
 112
Prices provided by external sources (Level 2)41 60 34 18 (1)153 
Prices based on model or other valuation methods (Level 3)(c)
65
 442
 116
 33
 (6) (148) 502
Prices based on model or other valuation methods (Level 3)(c)
17 139 36 14 (11)(166)29 
Total$119
 $336
 $138
 $10
 $3
 $(139) $467
Total$62 $268 $83 $43 $(1)$(147)$308 
_________
(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 $721 million at September 30, 2019.
(c)Includes ComEd’s net assets (liabilities) associated with the floating-to-fixed energy swap contracts with unaffiliated suppliers.
(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 $251 million at September 30, 2020.
(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 WithinTotal Fair
Value
2019 2020 2021 2022 2023 2024 and Beyond 202020212022202320242025 and Beyond
Normal Operations, Commodity derivative contracts(a)(b):
             
Normal Operations, Commodity derivative contracts(a)(b):
Actively quoted prices (Level 1)$(22) $(105) $(25) $(13) $9
 $9
 $(147)Actively quoted prices (Level 1)$$69 $13 $11 $11 $18 $126 
Prices provided by external sources (Level 2)76
 (1) 47
 (10) 
 
 112
Prices provided by external sources (Level 2)41 60 34 18 (1)153 
Prices based on model or other valuation methods (Level 3)75
 469
 143
 60
 21
 14
 782
Prices based on model or other valuation methods (Level 3)28 167 64 42 16 16 333 
Total$129
 $363
 $165
 $37
 $30
 $23
 $747
Total$73 $296 $111 $71 $26 $35 $612 
_________
(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 $721 million at September 30, 2019.
(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 $251 million at September 30, 2020.
ComEd
Maturities Within Total Fair
Value
Maturities WithinTotal Fair
Value
2019 2020 2021 2022 2023 2024 and Beyond 202020212022202320242025 and Beyond
Commodity derivative contracts(a):
             
Commodity derivative contracts(a):
Prices based on model or other valuation methods (Level 3)$(10) $(27) $(27) $(27) $(27) $(162) $(280)
Prices based on model or other valuation methods (Level 3)(a)
Prices based on model or other valuation methods (Level 3)(a)
$(11)$(28)$(28)$(28)$(27)$(182)$(304)
_________
(a)Represents ComEd’s net liabilities associated with the floating-to-fixed energy swap contracts with unaffiliated suppliers.
(a)Represents ComEd’s net liabilities associated with the floating-to-fixed energy swap contracts with unaffiliated suppliers.
Credit Risk (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 1011 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for detailed discussion of credit risk.
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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 September 30, 2019.2020. 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 tables 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 $68 million, $30 million, $32 million, $39 million, $15 million and $8 million as of September 30, 2019, respectively.
Rating as of September 30, 2020Total  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$638 $27 $611 — $— 
Non-investment grade— 
No external ratings
Internally rated — investment grade168 167 
Internally rated — non-investment grade110 29 81 
Total$920 $57 $863 — $— 
Maturity of Credit Risk Exposure
Rating as of September 30, 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
Rating as of September 30, 2020Rating as of September 30, 2020Less than
2 Years
2-5 YearsExposure
Greater than
5 Years
Total Exposure
Before Credit
Collateral
Investment grade $693
 $10
 $683
 $
 $
Investment grade$568 $51 $19 $638 
Non-investment grade 74
 38
 36
 

 

Non-investment grade— — 
No external ratings          No external ratings
Internally rated — investment grade 297
 1
 296
 

 

Internally rated — investment grade123 27 18 168 
Internally rated — non-investment grade 175
 24
 151
 

 

Internally rated — non-investment grade89 12 110 
Total $1,239
 $73
 $1,166
 $
 $
Total$784 $87 $49 $920 
  Maturity of Credit Risk Exposure
Rating as of September 30, 2019 
Less than
2 Years
 2-5 Years 
Exposure
Greater than
5 Years
 
Total Exposure
Before Credit
Collateral
Investment grade $649
 $38
 $6
 $693
Non-investment grade 76
 (2) 
 74
No external ratings        
Internally rated — investment grade 234
 35
 28
 297
Internally rated — non-investment grade 148
 16
 11
 175
Total $1,107
 $87
 $45
 $1,239
Net Credit Exposure by Type of Counterparty As of
September 30, 2019
Financial institutions $1
Investor-owned utilities, marketers, power producers 875
Energy cooperatives and municipalities 255
Other 35
Total $1,166
_________
(a)Net Credit Exposure by Type of CounterpartyAs of September 30, 2019, credit collateral held from counterparties where Generation had credit exposure included $18 million of cash2020
Financial institutions$26 
Investor-owned utilities, marketers, power producers650 
Energy cooperatives and $55 million of letters of credit.municipalities142 
Other45 
Total$863 

_________
(a)As of September 30, 2020, credit collateral held from counterparties where Generation had credit exposure included $31 million of cash and $26 million of letters of credit.
The Utility Registrants
There have been no significant changes or additions to the Utility Registrants exposures to credit risk that are described in ITEM 1A. RISK FACTORS of Exelon’s 20182019 Annual Report on Form 10-K.
See Note 1011 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information regarding credit exposure to suppliers.
Credit-Risk-Related Contingent Features (All Registrants)
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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 1011 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information regarding collateral requirements. See Note 1614 — 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 Note 1316 — Debt and Credit Agreements of the ExelonExelon’s 2019 Annual Report on Form 10-K for additional information.
Utility Registrants
As of September 30, 2019,2020, the Utility Registrants were not required to post collateral under their energy and/or natural gas procurement contracts. See Note 1011 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information.
Interest Rate and Foreign Exchange Risk (Exelon and Generation)
Exelon and Generation use a combination of fixed-rate and variable-rate debt to manage interest rate exposure. Exelon and Generation may also utilize interest rate swaps to manage their interest rate exposure. A hypothetical 50 basis pointpoints increase in the interest rates associated with unhedged variable-rate debt (excluding Commercial Paper)commercial paper) and fixed-to-floating swaps would result in approximately a $4 million decrease in Exelon pre-tax income for the nine months ended September 30, 2019.2020. 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 1011 — 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 September 30, 2019,2020, 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%25 basis points increase in interest rates and 10% decrease in equity prices would result in a $570$754 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 2. 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 4.    Controls and Procedures
During the third quarter of 2019,2020, each of Exelon’s, Generation’s, ComEd’s, PECO’s, BGE’s, PHI's, Pepco's, DPL's and ACE'sthe Registrants' management, including its principal executive officer and principal financial officer, evaluated its disclosure controls and procedures related to the recording, processing, summarizing, and reporting of information in its periodic reports that it files with the SEC. These
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disclosure controls and procedures have been designed by allthe Registrants to ensure that (a) material information relating to that Registrant, including its consolidated subsidiaries, is accumulated and made known to Exelon’s management, including its principal executive officer and principal financial officer, by other employees of that Registrant and its subsidiaries as appropriate to allow timely decisions regarding required disclosure, and (b) this information is recorded, processed, summarized, evaluated, and reported, as applicable, within the time periods specified in the SEC’s rules and forms. Due to the inherent limitations of control systems, not all misstatements may be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls could be circumvented by the individual acts of some persons or by collusion of two or more people.
Accordingly, as of September 30, 2019,2020, the principal executive officer and principal financial officer of each of Exelon, Generation, ComEd, PECO, BGE, PHI, Pepco, DPL and ACEthe Registrants concluded that such Registrant’s disclosure controls and procedures were effective to accomplish its objectives. AllThe Registrants continually strive to improve their disclosure controls and procedures to enhance the quality of its financial reporting and to maintain dynamic systems that change as conditions warrant. There have beenwere no changes in internal control over financial reporting that occurred during the third quarter of 20192020 that have materially affected, or are reasonably likely to materially affect, any of Exelon’s, Generation’s, ComEd’s, PECO’s, BGE’s, PHI’s, Pepco’s, DPL’s and ACE’sthe Registrants' internal control over financial reporting.reporting, including no changes resulting from COVID-19. See Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Executive Overview for additional information on COVID-19.
PART II — OTHER INFORMATION
Item 1.    Legal Proceedings
The Registrants are parties to various lawsuits and regulatory proceedings in the ordinary course of their respective businesses. For information regarding material lawsuits and proceedings, see (a) ITEM 3. LEGAL PROCEEDINGS of Exelon’s 20182019 Form 10-K and (b) Notes 62 — Regulatory Matters and 1614 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements in PART I, ITEM 1. FINANCIAL STATEMENTS of this Report. Such descriptions are incorporated herein by these references.
Item 1A.    Risk Factors
Risks Related to Exelon
At September 30, 2019,2020, the Registrants' risk factors were consistent with the risk factors described in the Registrants' combined 20182019 Form 10-K in ITEM 1A. RISK FACTORS.FACTORS, except for the following risk factors, which were added.
Our Results Could be Negatively Affected by the Impacts of COVID-19 (All Registrants).
The Registrants have taken steps to mitigate the potential risks posed by COVID-19. This is an evolving situation that could lead to extended disruption of economic activity in the Registrants’ respective markets. COVID-19 could negatively affect the Registrants’ ability to operate their respective generating and transmission and distribution assets, their ability to access capital markets, and results of operations. The Registrants cannot predict the extent of the impacts of COVID-19, which will depend on future developments and which are highly uncertain at this time. See Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Executive Overview for additional information on COVID-19.
Exelon and ComEd have received requests for information related to an SEC investigation into their lobbying activities. The outcome of the investigation could have a material adverse effect on their reputation and consolidated financial statements (Exelon and ComEd).
On October 22, 2019, the SEC notified Exelon and ComEd that it had opened an investigation into their lobbying activities in the State of Illinois. Exelon and ComEd have cooperated fully, including by providing all information requested by the SEC, and intend to continue to cooperate fully and expeditiously with the SEC. The outcome of the SEC’s investigation cannot be predicted and could subject Exelon and ComEd to 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 reputations or relationships with regulatory and legislative authorities, customers, and other stakeholders, as well as their consolidated financial statements. See Note 14 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements in PART I, ITEM 1. FINANCIAL STATEMENTS of this Report.
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If ComEd violates its Deferred Prosecution Agreement announced on July 17, 2020, it could have an adverse effect on the reputation and consolidated financial statements of Exelon and ComEd (Exelon and ComEd).
On July 17, 2020, ComEd entered into a Deferred Prosecution Agreement (DPA) with the U.S. Attorney’s Office for the Northern District of Illinois (USAO) to resolve the USAO’s investigation into Exelon’s and ComEd’s lobbying activities in the State of Illinois. Exelon was not made a party to the DPA and the investigation by the USAO into Exelon’s activities ends with no charges being brought against Exelon. Under the DPA, the USAO filed a single charge alleging that ComEd improperly gave and offered to give jobs, vendor subcontracts, and payments associated with those jobs and subcontracts for the benefit of the Speaker of the Illinois House of Representatives and the Speaker’s associates, with the intent to influence the Speaker’s action regarding legislation affecting ComEd’s interests. The DPA provides that the USAO will defer any prosecution of such charge and any other criminal or civil case against ComEd in connection with the matters identified therein for a three-year period subject to certain obligations of ComEd, including, but not limited to, the following: (i) payment to the United States Treasury of $200 million, with $100 million payable within thirty days of the filing of the DPA with the United States District Court for the Northern District of Illinois and an additional $100 million within ninety days of such filing date; (ii) continued full cooperation with the government’s investigation; and (iii) ComEd’s adoption and maintenance of remedial measures involving compliance and reporting undertakings as specified in the DPA. If ComEd is found to have breached the terms of the DPA, the USAO may elect to prosecute, or bring a civil action against, ComEd for conduct alleged in the DPA or known to the government, which could result in fines or penalties and could have an adverse impact on Exelon’s and ComEd’s reputation or relationships with regulatory and legislative authorities, customers and other stakeholders, as well as their consolidated financial statements. See Note 14 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements in PART I, ITEM 1. FINANCIAL STATEMENTS of this Report.

Item 4.    Mine Safety Disclosures
All Registrants
Not applicable to the Registrants.

Item 5.    Other Information
Generation - Second Amended and Restated Operating AgreementAll Registrants
On October 30, 2019, Exelon, as sole memberNone.

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Table of Generation, executed the Second Amended and Restated Operating Agreement of Generation solely to update certain administrative provisions.  This summary is qualified by reference to the complete text of the Second Amended and Restated Operating Agreement of Generation, attached as Exhibit 3.1 to this Report. Contents

Item 6.    Exhibits
Certain of the following exhibits are incorporated herein by reference under Rule 12b-32 of the Securities and Exchange Act of 1934, as amended. Certain other instruments which would otherwise be required to be listed below have not been so listed because such instruments do not authorize securities in an amount which exceeds 10% of the total assets of the applicable Registrant and its subsidiaries on a consolidated basis and the relevant Registrant agrees to furnish a copy of any such instrument to the Commission upon request.
Exhibit
No.
Description

Exhibit
No.
101.INS
Description
101.INSInline 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 LabelLabels Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed herewith
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Certifications Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 20192020 filed by the following officers for the following companies:

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Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code (Sarbanes — Oxley Act of 2002) as to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 20192020 filed by the following officers for the following companies:

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SIGNATURES

Pursuant to requirements 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.
EXELON CORPORATION
 
/s/    CHRISTOPHER M. CRANE/s/    JOSEPH NIGRO
Christopher M. CraneJoseph Nigro
President and Chief Executive Officer

(Principal Executive Officer) and Director
Senior Executive Vice President and Chief Financial Officer

(Principal Financial Officer)
/s/    FABIAN E. SOUZA
Fabian E. Souza
Senior Vice President and Corporate Controller

(Principal Accounting Officer)
October 31, 2019November 3, 2020

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Pursuant to requirements 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.
EXELON GENERATION COMPANY, LLC
 
/s/    KENNETH W. CORNEWCHRISTOPHER M. CRANE/s/    BRYAN P. WRIGHT
Kenneth W. CornewChristopher M. CraneBryan P. Wright
President and ChiefPrincipal Executive Officer
(Principal Executive Officer)
Senior Vice President and Chief Financial Officer

(Principal Financial Officer)
/s/    MATTHEW N. BAUER
Matthew N. Bauer
Vice President and Controller

(Principal Accounting Officer)
October 31, 2019November 3, 2020

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Pursuant to requirements 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.
COMMONWEALTH EDISON COMPANY
 
/s/    JOSEPH DOMINGUEZ/s/    JEANNE M. JONES
Joseph DominguezJeanne M. Jones
Chief Executive Officer

(Principal Executive Officer)
Senior Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer)
/s/    GERALDSTEVEN J. KOZELCICHOCKI
GeraldSteven J. KozelCichocki
Vice President and Controller
Director, Accounting
(Principal Accounting Officer)
November 3, 2020
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Pursuant to requirements 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.
PECO ENERGY COMPANY
 
/s/    MICHAEL A. INNOCENZO/s/    ROBERT J. STEFANI
Michael A. InnocenzoRobert J. Stefani
President and Chief Executive Officer

(Principal Executive Officer)
Senior Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer)
/s/    SCOTT A. BAILEYCAROLINE FULGINITI
Scott A. BaileyCaroline Fulginiti
Vice President and Controller
Director, Accounting
(Principal Accounting Officer)
November 3, 2020
October 31, 2019

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Pursuant to requirements 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.
BALTIMORE GAS AND ELECTRIC COMPANY
 
/s/    CALVIN G. BUTLER, JR.CARIM V. KHOUZAMI/s/    DAVID M. VAHOS
Calvin G. Butler, Jr.Carim V. KhouzamiDavid M. Vahos
Chief Executive Officer

(Principal Executive Officer)
Senior Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer)
 /s/ ANDREW W. HOLMESJASON T. JONES
Andrew W. HolmesJason T. Jones
Vice President and Controller
Director, Accounting
(Principal Accounting Officer)
November 3, 2020
October 31, 2019

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Pursuant to requirements 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.
PEPCO HOLDINGS LLC

/s/ DAVID M. VELAZQUEZ/s/    PHILLIP S. BARNETT
David M. VelazquezPhillip S. Barnett
President and Chief Executive Officer

(Principal Executive Officer)
Senior Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer)
/s/ ROBERT M. AIKENJULIE E. GIESE
Robert M. AikenJulie E. Giese
Vice President and Controller
Director, Accounting
(Principal Accounting Officer)
November 3, 2020
October 31, 2019

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Pursuant to requirements 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.
POTOMAC ELECTRIC POWER COMPANY

/s/ DAVID M. VELAZQUEZ/s/    PHILLIP S. BARNETT
David M. VelazquezPhillip S. Barnett
President and Chief Executive Officer
(Principal Executive Officer)
Senior Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer)
/s/ ROBERT M. AIKENJULIE E. GIESE
Robert M. AikenJulie E. Giese
Vice President and ControllerDirector, Accounting
(Principal Accounting Officer)
November 3, 2020
October 31, 2019

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Pursuant to requirements 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.
DELMARVA POWER & LIGHT COMPANY

/s/ DAVID M. VELAZQUEZ/s/    PHILLIP S. BARNETT
David M. VelazquezPhillip S. Barnett
President and Chief Executive Officer
(Principal Executive Officer)
Senior Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer)
/s/ ROBERT M. AIKENJULIE E. GIESE
Robert M. AikenJulie E. Giese
Vice President and ControllerDirector, Accounting
(Principal Accounting Officer)
November 3, 2020
October 31, 2019

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Pursuant to requirements 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.
ATLANTIC CITY ELECTRIC COMPANY

/s/ DAVID M. VELAZQUEZ/s/    PHILLIP S. BARNETT
David M. VelazquezPhillip S. Barnett
President and Chief Executive Officer
(Principal Executive Officer)
Senior Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer)
/s/ ROBERT M. AIKENJULIE E. GIESE
Robert M. AikenJulie E. Giese
Vice President and ControllerDirector, Accounting
(Principal Accounting Officer)
November 3, 2020
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October 31, 2019

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