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10-K – 2026-02-12 – exc-20251231.htm
Exelon’s traditional and cash balance pension plans are intended to be tax-qualified defined benefit plans. Exelon has elected that the trusts underlying these plans be treated as qualified trusts under the IRC. If certain conditions are met, Exelon can deduct payments made to the qualified trusts, subject to certain IRC limitations.
Benefit Obligations, Plan Assets, and Funded Status
During the first quarter of 2025, Exelon received an updated valuation of its pension and OPEB to reflect actual census data as of January 1, 2025. This valuation resulted in an increase to the pension obligation of $ 1 million and an increase to the OPEB obligation and asset of $ 6 million and $ 2 million, respectively. Additionally, AOCI decreased by $ 5 million (after-tax) and regulatory assets increased by $ 8 million and liabilities decreased by $ 3 million.
The following tables provide a rollforward of the changes in the benefit obligations and plan assets of Exelon for the most recent two years for all plans combined:
Pension Benefits OPEB
2025 2024 2025 2024
Change in benefit obligation:
Net benefit obligation as of the beginning of the year $ 10,545 $ 10,988 $ 1,837 $ 1,908
Service cost 154 166 25 27
Interest cost 586 565 101 96
Plan participants’ contributions — — 26 27
Actuarial loss (gain)⁽ᵃ⁾ 294 ( 331 ) 112 ( 32 )
Settlements ( 5 ) ( 22 ) — —
Gross benefits paid ( 837 ) ( 821 ) ( 189 ) ( 189 )
Net benefit obligation as of the end of the year $ 10,737 $ 10,545 $ 1,912 $ 1,837
Pension Benefits OPEB
2025 2024 2025 2024
Change in plan assets:
Fair value of net plan assets as of the beginning of the year $ 8,785 $ 9,402 $ 1,355 $ 1,355
Actual return on plan assets 739 100 151 108
Employer contributions 293 126 49 54
Plan participants’ contributions — — 26 27
Gross benefits paid ( 837 ) ( 821 ) ( 189 ) ( 189 )
Settlements ( 5 ) ( 22 ) — —
Fair value of net plan assets as of the end of the year $ 8,975 $ 8,785 $ 1,392 $ 1,355
__________
(a) The pension and OPEB loss in 2025 primarily reflect a decrease in the discount rate. The pension and OPEB gains in 2024 primarily reflect an increase in the discount rate.
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(Dollars in millions, except per share data unless otherwise noted)
Note 12 — Retirement Benefits
Exelon presents its benefit obligations and plan assets net on its Consolidated Balance Sheets within the following line items:
Pension Benefits OPEB
2025 2024 2025 2024
Other noncurrent assets $ — $ — $ 44 $ 10
Other current liabilities ( 13 ) ( 15 ) ( 18 ) ( 20 )
Pension obligations ( 1,749 ) ( 1,745 ) — —
Non-pension postretirement benefit obligations — — ( 546 ) ( 472 )
Unfunded status, net (net benefit obligation less plan assets) $ ( 1,762 ) $ ( 1,760 ) $ ( 520 ) $ ( 482 )
The following table provides the ABO and fair value of plan assets for all pension plans with an ABO in excess of plan assets. Information for pension and OPEB plans with projected benefit obligations (PBO) and accumulated postretirement benefit obligations (APBO), respectively, in excess of plan assets have been disclosed in the Obligations and Plan Assets table above as all pension and a majority of the OPEB plans are underfunded.
Exelon
2025 2024
ABO $ 10,294 $ 10,076
Fair value of net plan assets 8,975 8,785
Components of Net Periodic Benefit Costs
The majority of the 2025 pension benefit cost for the Exelon-sponsored plans is calculated using an expected long-term rate of return on plan assets of 7.00 % and a discount rate of 5.68 %. The majority of the 2025 OPEB cost is calculated using an expected long-term rate of return on plan assets of 6.50 % for funded plans and a discount rate of 5.64 %.
A portion of the net periodic benefit cost for all plans is capitalized in the Consolidated Balance Sheets. The following table presents the components of Exelon’s net periodic benefit costs, prior to capitalization, for the years ended December 31, 2025, 2024, and 2023.
Pension Benefits OPEB
2025 2024 2023 2025 2024 2023
Components of net periodic benefit cost:
Service cost $ 154 $ 166 $ 155 $ 25 $ 27 $ 26
Interest cost 586 565 578 101 96 101
Expected return on assets ( 713 ) ( 736 ) ( 755 ) ( 84 ) ( 84 ) ( 83 )
Amortization of:
Prior service cost (credit) 2 2 2 ( 8 ) ( 8 ) ( 10 )
Actuarial loss (gain) 212 214 166 ( 3 ) — ( 2 )
Settlement and other charges 3 10 20 — — —
Net periodic benefit cost $ 244 $ 221 $ 166 $ 31 $ 31 $ 32
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(Dollars in millions, except per share data unless otherwise noted)
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Cost Allocation to Exelon Subsidiaries
PHI and each of the Utility Registrants account for their participation in Exelon’s pension and OPEB plans by applying multi-employer accounting. Exelon allocates costs related to its pension and OPEB plans to its subsidiaries based on both active and retired employee participation in each plan.
The amounts below represent the Registrants' allocated pension and OPEB costs (benefits). 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 PHI and each of the Utility Registrants, which apply multi-employer accounting, 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.
For the Years Ended December 31, Exelon ComEd PECO BGE PHI Pepco DPL ACE
2025 $ 273 $ 85 $ 7 $ 62 $ 96 $ 35 $ 17 $ 13
2024 252 72 ( 1 ) 59 93 32 15 12
2023 198 26 ( 14 ) 56 99 34 18 13
Components of AOCI and Regulatory Assets
Exelon recognizes the overfunded or underfunded status of defined benefit pension and OPEB plans as an asset or liability on its Consolidated Balance Sheets, with offsetting entries to AOCI and Regulatory assets (liabilities). A portion of current year actuarial (gains) losses and prior service costs (credits) are capitalized in Exelon’s Consolidated Balance Sheets to reflect the expected regulatory recovery of these amounts, which would otherwise be recorded to AOCI. The following tables provide the components of AOCI and Regulatory assets (liabilities) for Exelon for the years ended December 31, 2025, 2024, and 2023 for all plans combined.
Pension Benefits OPEB
2025 2024 2023 2025 2024 2023
Changes in plan assets and benefit obligations recognized in AOCI and Regulatory assets (liabilities):
Current year actuarial loss (gain) $ 268 $ 305 $ 523 $ 45 $ ( 56 ) $ 30
Amortization of actuarial (loss) gain ( 212 ) ( 214 ) ( 166 ) 3 — 2
Current year prior service cost — — 4 — — —
Amortization of prior service (cost) credit ( 2 ) ( 2 ) ( 2 ) 8 8 10
Settlements ( 3 ) ( 10 ) ( 20 ) — — —
Total recognized in AOCI and Regulatory assets (liabilities) $ 51 $ 79 $ 339 $ 56 $ ( 48 ) $ 42
Total recognized in AOCI $ 32 $ 56 $ 99 $ 8 $ ( 1 ) $ 4
Total recognized in Regulatory assets (liabilities) $ 19 $ 23 $ 240 $ 48 $ ( 47 ) $ 38
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(Dollars in millions, except per share data unless otherwise noted)
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The following table provides the components of gross AOCI and Regulatory assets (liabilities) for Exelon that have not been recognized as components of periodic benefit cost as of December 31, 2025 and 2024 for all plans combined:
Pension Benefits OPEB
2025 2024 2025 2024
Prior service cost (credit) $ 16 $ 19 $ ( 28 ) $ ( 37 )
Actuarial loss (gain) 4,082 4,029 ( 109 ) ( 157 )
Total $ 4,098 $ 4,048 $ ( 137 ) $ ( 194 )
Total included in AOCI $ 1,060 $ 1,028 $ ( 10 ) $ ( 18 )
Total included in Regulatory assets (liabilities) $ 3,038 $ 3,020 $ ( 127 ) $ ( 176 )
Average Remaining Service Period
For pension benefits, Exelon amortizes its unrecognized prior service costs (credits) and certain actuarial (gains) losses, as applicable, based on participants’ average remaining service periods.
For OPEB, Exelon amortizes its unrecognized prior service costs (credits) over participants’ average remaining service period to benefit eligibility age and amortizes certain actuarial (gains) losses over participants’ average remaining service period to expected retirement. The resulting average remaining service periods for pension and OPEB were as follows:
2025 2024 2023
Pension plans 12.4 12.5 12.6
OPEB plans:
Benefit Eligibility Age 7.7 7.8 8.1
Expected Retirement 8.7 9.0 9.3
Assumptions
The measurement of the plan obligations and costs of providing benefits under Exelon’s defined benefit and OPEB plans involves various factors, including the development of valuation assumptions and inputs and accounting policy elections. The measurement of benefit obligations and costs is impacted by several assumptions and inputs, as shown below, among other factors. When developing the required assumptions, Exelon considers historical information as well as future expectations.
Expected Rate of Return. In determining the EROA, Exelon considers historical economic indicators (including inflation and GDP growth) that impact asset returns, as well as expectations regarding future long-term capital market performance, weighted by Exelon’s target asset class allocations.
Mortality . The mortality assumption is composed of a base table that represents the current expectation of life expectancy of the population adjusted by an improvement scale that attempts to anticipate future improvements in life expectancy. For the years ended December 31, 2025 and 2024, Exelon’s mortality assumption utilizes the SOA 2019 base table (Pri-2012) and MP-2021 improvement scale adjusted to use Proxy SSA ultimate improvement rates.
For Exelon, the following assumptions were used to determine the benefit obligations for the plans as of December 31, 2025 and 2024. Assumptions used to determine year-end benefit obligations are the assumptions used to estimate the subsequent year’s net periodic benefit costs.
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Pension Benefits OPEB
2025 2024 2025 2024
Discount rate (a)
5.42 % 5.68 % 5.34 % 5.64 %
Investment crediting rate (b)
5.92 %
5.69 % N/A N/A
Rate of compensation increase 3.75 % 3.75 % 3.75 % 3.75 %
Mortality table Pri-2012 table with MP- 2021 improvement scale (adjusted) Pri-2012 table with MP- 2021 improvement scale (adjusted) Pri-2012 table with MP- 2021 improvement scale (adjusted) Pri-2012 table with MP- 2021 improvement scale (adjusted)
Health care cost trend on covered charges N/A N/A Initial trend rate of 6.50 % and ultimate trend rate of 5.00 %
Initial and ultimate trend rate of 5.00 %
__________
(a) The discount rates above represent the blended rates used to determine the majority of Exelon’s pension and OPEB obligations. Certain benefit plans used individual rates, which range from 5.21 % - 5.54 % and 5.27 % - 5.34 % for pension and OPEB plans, respectively, as of December 31, 2025 and 5.56 % - 5.76 % and 5.60 % - 5.64 % for pension and OPEB plans, respectively, as of December 31, 2024.
(b) The investment crediting rate above represents a weighted average rate.
The following assumptions were used to determine the net periodic benefit cost for Exelon for the years ended December 31, 2025, 2024 and 2023:
Pension Benefits OPEB
2025 2024 2023 2025 2024 2023
Discount rate (a)
5.68 % 5.19 % 5.53 % 5.64 % 5.17 % 5.51 %
Investment crediting rate (b)
5.69 % 5.03 % 5.07 % N/A
N/A
N/A
Expected return on plan assets (c)
7.00 % 7.00 % 7.00 % 6.50 % 6.50 % 6.50 %
Rate of compensation increase 3.75 %
3.75 %
3.75 %
3.75 %
3.75 %
3.75 %
Mortality table Pri-2012 table with MP- 2021 improvement scale (adjusted) Pri-2012 table with MP- 2021 improvement scale (adjusted) Pri-2012 table with MP- 2021 improvement scale (adjusted) Pri-2012 table with MP- 2021 improvement scale (adjusted) Pri-2012 table with MP- 2021 improvement scale (adjusted) Pri-2012 table with MP- 2021 improvement scale (adjusted)
Health care cost trend on covered charges N/A N/A N/A Initial and ultimate rate
of 5.00 %
Initial and ultimate rate of 5.00 %
Initial and ultimate rate of 5.00 %
__________
(a) The discount rates above represent the blended rates used to establish the majority of Exelon’s pension and OPEB costs. Certain benefit plans used individual rates, which range from 5.56 %- 5.76 % and 5.60 %- 5.64 % for pension and OPEB plans, respectively, for the year ended December 31, 2025; 5.11 %- 5.27 % and 5.15 %- 5.17 % for pension and OPEB plans; respectively, for the year ended December 31, 2024; and 5.46 %- 5.60 % and 5.49 %- 5.51 % for pension and OPEB plans, respectively, for the year ended December 31, 2023.
(b) The investment crediting rate above represents a weighted average rate.
(c) Not applicable to pension and OPEB plans that do not have plan assets.
Contributions
Exelon allocates contributions related to its ECRP and PPBU pension plans and East and West OPEB plans to its subsidiaries based on accounting cost. For the EPP pension plan, PHI Qualified, and PHI PRW plans, pension
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and OPEB contributions are allocated to the subsidiaries based on employee participation (both active and retired). The following table provides contributions to the pension and OPEB plans:
Pension Benefits OPEB
2025 2024 2023 2025 2024 2023
Exelon $ 293 $ 126 $ 75 $ 49 $ 54 $ 54
ComEd 189 7 24 20 18 17
PECO 11 3 1 2 1 —
BGE 26 17 — 18 20 19
PHI 42 74 8 8 12 16
Pepco 1 1 1 8 8 11
DPL 1 1 2 — 2 2
ACE 4 7 — — 2 3
Management considers various factors when making pension funding decisions, including actuarially determined minimum contribution requirements under ERISA, contributions required to avoid benefit restrictions and at-risk status as defined by the Pension Protection Act of 2006 (the Act), management of the pension obligation, and regulatory implications. The Act requires the attainment of certain funding levels to avoid benefit restrictions (such as an inability to pay lump sums or to accrue benefits prospectively), and at-risk status (which triggers higher minimum contribution requirements and participant notification). The projected contributions below reflect a funding strategy to make annual contributions with the objective of achieving 100% funded status on an ABO basis over time. This 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 $ 325 million in 2026. Unlike the qualified pension plans, Exelon’s non-qualified pension plans are not funded, given they are not subject to statutory minimum contribution requirements.
While OPEB plans are also not subject to statutory minimum contribution requirements, Exelon does fund certain of its plans. For Exelon's funded OPEB plans, contributions generally equal accounting costs, however, Exelon’s management has historically considered several factors in determining the level of contributions to its OPEB plans, including liabilities management, levels of benefit claims paid, and regulatory implications (amounts deemed prudent to meet regulatory expectations and best assure continued rate recovery). The amounts below include benefit payments related to unfunded plans.
The following table provides all Registrants planned contributions to the qualified pension plans, planned benefit payments to non-qualified pension plans, and planned contributions to OPEB plans in 2026:
Qualified Pension Plans Non-Qualified Pension Plans OPEB
Exelon $ 325 $ 19 $ 48
ComEd 217 3 22
PECO 9 1 4
BGE 32 2 14
PHI 48 7 6
Pepco 1 — 6
DPL 1 — —
ACE 14 — —
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(Dollars in millions, except per share data unless otherwise noted)
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Estimated Future Benefit Payments
Estimated future benefit payments to participants in all of the pension plans and postretirement benefit plans as of December 31, 2025 were:
Pension Benefits OPEB
2026 $ 812 $ 156
2027 816 155
2028 813 154
2029 817 152
2030 807 151
2031 through 2035 3,985 724
Total estimated future benefits payments through 2035 $ 8,050 $ 1,492
Plan Assets
Investment Strategy. On a regular basis, Exelon evaluates its investment strategy to ensure plan assets will be sufficient to pay plan benefits when due. As part of this ongoing evaluation, Exelon may make changes to its targeted asset allocation and investment strategy.
Exelon has developed and implemented a liability hedging investment strategy for its qualified pension plans that has reduced the volatility of its pension assets relative to its pension liabilities. Exelon is likely to continue to gradually increase the liability hedging portfolio as the funded status of its plans improves. The overall objective is to achieve attractive risk-adjusted returns that will balance the liquidity requirements of the plans’ liabilities while striving to minimize the risk of significant losses. Trust assets for Exelon’s OPEB plans are managed in a diversified investment strategy that prioritizes maximizing liquidity and returns while minimizing asset volatility.
Actual asset returns have an impact on the costs reported for the Exelon-sponsored pension and OPEB plans. The actual asset returns across Exelon’s pension and OPEB plans for the year ended December 31, 2025 were 8.95 % and 12.59 %, respectively, compared to an expected long-term return assumption of 7.00 % and 6.50 %, respectively. Exelon used an EROA of 7.00 % and 6.50 % to estimate its 2026 pension and OPEB costs, respectively.
Exelon’s pension and OPEB plan target asset allocations as of December 31, 2025 and 2024 were as follows:
December 31, 2025 December 31, 2024
Asset Category Pension Benefits OPEB Pension Benefits OPEB
Equity securities 24 % 42 % 28 % 44 %
Fixed income securities 43 % 48 % 44 % 41 %
Alternative investments (a)
33 % 10 % 28 % 15 %
Total 100 % 100 % 100 % 100 %
__________
(a) Alternative investments include private equity, hedge funds, real estate, and private credit.
Concentrations of Credit Risk. Exelon evaluated its pension and OPEB plans’ asset portfolios for the existence of significant concentrations of credit risk as of December 31, 2025. Types of concentrations that were evaluated include, but are not limited to, investment concentrations in a single entity, type of industry, foreign country, and individual fund. As of December 31, 2025, there were no significant concentrations (defined as greater than 10% of plan assets) of risk in Exelon’s pension and OPEB plan assets.
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(Dollars in millions, except per share data unless otherwise noted)
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Fair Value Measurements
The following tables present pension and OPEB plan assets measured and recorded at fair value in Exelon's Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2025 and 2024:
December 31, 2025 December 31, 2024
Level 1 Level 2 Level 3 Not Subject to Leveling Total Level 1 Level 2 Level 3 Not Subject to Leveling Total
Pension plan assets (a)
Cash and cash equivalents $ 225 $ — $ — $ — $ 225 $ 205 $ — $ — $ — $ 205
Equities (b)
1,113 — — 1,438 2,551 1,127 — 1 1,361 2,489
Fixed income:
U.S. Treasury and agencies 1,306 206 — — 1,512 1,333 199 — — 1,532
State and municipal debt — 30 — — 30 — 32 — — 32
Corporate debt — 1,622 12 — 1,634 — 1,551 16 — 1,567
Other (b)
— 223 — 608 831 — 25 — 618 643
Fixed income subtotal 1,306 2,081 12 608 4,007 1,333 1,807 16 618 3,774
Private equity — — 17 1,237 1,254 — — — 1,249 1,249
Hedge funds — — — 341 341 — — — 464 464
Real estate — — — 719 719 — — — 730 730
Private credit — — — 539 539 — — — 544 544
Pension plan assets subtotal $ 2,644 $ 2,081 $ 29 $ 4,882 $ 9,636 $ 2,665 $ 1,807 $ 17 $ 4,966 $ 9,455
OPEB plan assets (a)
Cash and cash equivalents $ 34 $ — $ — $ — $ 34 $ 44 $ — $ — $ — $ 44
Equities 464 1 — 136 601 437 1 — 188 626
Fixed income:
U.S. Treasury and agencies 42 31 — — 73 18 34 — — 52
State and municipal debt — 98 — — 98 — 2 — — 2
Corporate debt — 26 — — 26 — 32 — — 32
Other 1 21 — 394 416 166 2 — 262 430
Fixed income subtotal 43 176 — 394 613 184 70 — 262 516
Hedge funds — — — 36 36 — — — 75 75
Real estate — — — 92 92 — — — 78 78
Private credit — — — 13 13 — — — 16 16
OPEB plan assets subtotal $ 541 $ 177 $ — $ 671 $ 1,389 $ 665 $ 71 $ — $ 619 $ 1,355
Total pension and OPEB plan assets (c)
$ 3,185 $ 2,258 $ 29 $ 5,553 $ 11,025 $ 3,330 $ 1,878 $ 17 $ 5,585 $ 10,810
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__________
(a) See Note 15—Fair Value of Financial Assets and Liabilities for a description of levels within the fair value hierarchy.
(b) Includes derivative instruments of $( 12 ) million and $( 21 ) million for the years ended December 31, 2025 and 2024, respectively, which have total notional amounts of $ 5,284 million and $ 5,123 million as of December 31, 2025 and 2024, 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's exposure to credit or market loss.
(c) Excludes net liabilities of $ 658 million and $ 670 million as of December 31, 2025 and 2024, respectively, which include certain derivative assets that have notional amounts of $ 60 million and $ 41 million as of December 31, 2025 and 2024, respectively. These items are required to reconcile to the fair value of net plan assets and consist primarily of receivables or payables related to pending securities sales and purchases, interest and dividends receivable, and repurchase agreement obligations. The repurchase agreements generally have maturities ranging from 0 - 6 months.
The following table presents the reconciliation of Level 3 assets and liabilities for Exelon measured at fair value for pension and OPEB plans for the years ended December 31, 2025 and 2024:
Fixed Income Equities Private Equity Total
Pension Assets
Balance as of January 1, 2025 $ 16 $ 1 $ — $ 17
Actual return on plan assets:
Relating to assets still held as of the reporting date — ( 1 ) — ( 1 )
Purchases, sales and settlements:
Settlements ( 4 ) — — ( 4 )
Level 3 transfers in — — 17 17
Balance as of December 31, 2025 $ 12 $ — $ 17 $ 29
Fixed Income Equities Private Equity Total
Pension Assets
Balance as of January 1, 2024 $ 9 $ 1 $ — $ 10
Actual return on plan assets:
Relating to assets still held as of the reporting date ( 1 ) — — ( 1 )
Purchases, sales and settlements:
Purchases 2 — — 2
Level 3 transfers in 6 — — 6
Balance as of December 31, 2024 $ 16 $ 1 $ — $ 17
_
Valuation Techniques Used to Determine Fair Value
The techniques used to fair value the pension and OPEB assets invested in cash equivalents are the same as the valuation techniques used to determine the fair value of financial assets. See Cash Equivalents in Note 15 — Fair Value of Financial Assets and Liabilities for further information. Below outlines the techniques used to fair value the pension and OPEB assets invested in equities, fixed income, derivative instruments, private credit, private equity, real estate, and hedge funds.
Equities. These investments consist of individually held equity securities, equity mutual funds, and equity commingled funds in domestic and foreign markets. With respect to individually held equity securities, the trustees obtain prices from pricing services, whose prices are generally obtained from direct feeds from market exchanges, which Exelon is able to independently corroborate. Equity securities held individually, including real estate investment trusts, rights, and warrants, are primarily traded on exchanges that contain only actively traded securities due to the volume trading requirements imposed by these exchanges. The equity securities that are held directly by the trust funds are valued based on quoted prices in active markets and categorized as Level 1. Certain equity securities have been categorized as Level 2 because they are based on evaluated prices that reflect observable market information, such as actual trade information or similar securities. Certain private
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placement equity securities are categorized as Level 3 because they are not publicly traded and are priced using significant unobservable inputs.
Equity commingled funds and mutual funds are maintained by investment companies, and fund investments are held in accordance with a stated set of fund objectives. The values of some of these funds are publicly quoted. For mutual funds which are publicly quoted, the funds are valued based on quoted prices in active markets and have been categorized as Level 1. For equity commingled funds and mutual funds that are not publicly quoted, the fund administrators value the funds using the NAV per fund share, derived from the quoted prices in active markets on the underlying securities and are not classified within the fair value hierarchy. These investments can typically be redeemed monthly or more frequently, with 30 or less days of notice and without further restrictions.
Fixed income. Fixed income investments include a broad range of debt securities such as corporate, government, municipal, and asset and mortgage‑backed securities, as well as fixed income commingled funds and mutual funds. The trustees obtain multiple prices from pricing vendors whenever possible, which enables cross-provider validations in addition to checks for unusual daily movements. A primary price source is identified based on asset type, class, or issue for each security. With respect to individually held fixed income securities, the trustees monitor prices supplied by pricing services and may use a supplemental price source or change the primary price source of a given security if the portfolio managers challenge an assigned price and the trustees determine another price source is considered to be preferable. Exelon has obtained an understanding of how these prices are derived, including the nature and observability of the inputs used in deriving such prices. Additionally, Exelon selectively corroborates the fair values of securities by comparison to other market-based price sources. Investments in U.S. Treasury securities have been categorized as Level 1 because they trade in highly liquid and transparent markets. Certain private placement fixed income securities have been categorized as Level 3 because they are priced using certain significant unobservable inputs and are typically illiquid. The remaining fixed income securities, including certain other fixed income investments, are based on evaluated prices that reflect observable market information, such as actual trade information of similar securities, adjusted for observable differences and are categorized as Level 2.
Other fixed income investments include fixed income commingled funds and mutual funds, which are maintained by investment companies and hold fund investments in accordance with a stated set of fund objectives. The values of some of these funds are publicly quoted. For mutual funds which are publicly quoted, the funds are valued based on quoted prices in active markets and have been categorized as Level 1. For fixed income commingled funds and mutual funds that are not publicly quoted, the fund administrators value the funds using the NAV per fund share, derived from the quoted prices in active markets of the underlying securities and are not classified within the fair value hierarchy. These investments typically can be redeemed monthly or more frequently, with 30 or less days of notice and without further restrictions.
Derivative instruments. These instruments, consisting primarily of futures and swaps to manage risk, are recorded at fair value. Over-the-counter derivatives are valued daily, based on quoted prices in active markets and trade in open markets, and have been categorized as Level 1. Derivative instruments other than over-the-counter derivatives are valued based on external price data of comparable securities and have been categorized as Level 2.
Private credit. Private credit investments primarily consist of investments in private debt strategies. These investments are generally less liquid assets with an underlying term of 3 to 5 years and are intended to be held to maturity. The fair value of these investments is determined by the fund manager or administrator 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. Managed private credit fund investments are not classified within the fair value hierarchy because their fair value is determined using NAV or its equivalent as a practical expedient.
Private equity. These investments include those in limited partnerships that invest in operating companies that are not publicly traded on a stock exchange such as leveraged buyouts, growth capital, venture capital, distressed investments, and investments in natural resources. 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 valuations are reported by the fund manager and are based on the valuation of the underlying investments, which include unobservable inputs such as cost, operating results, discounted future cash flows, and market based comparable data. The fair value of private equity investments is determined using NAV or its equivalent as a practical expedient, and therefore, these investments are not classified within the fair value hierarchy. Includes certain private equity investments
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previously measured at fair value using NAV or its equivalent as a practical expedient and transferred to Level 3 primarily due to changes in market liquidity or data.
Real estate. These investments are funds with a direct investment in pools of real estate properties. These funds are reported by the fund manager and are generally based on independent appraisals of the underlying investments from sources with professional qualifications, typically using a combination of market-based comparable data and discounted cash flows. These valuation inputs are unobservable. Certain real estate investments 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. The remaining liquid real estate investments are generally redeemable from the investment vehicle quarterly, with 30 to 90 days of notice. The fair value of real estate investments is determined using NAV or its equivalent as a practical expedient, and therefore, these investments are not classified within the fair value hierarchy.
Hedge funds. Hedge fund investments include those that employ a broad range of strategies to enhance returns and provide additional diversification. The fair value of hedge funds is determined using NAV or its equivalent as a practical expedient, and therefore, hedge funds are not classified within the fair value hierarchy. Exelon has the ability to redeem these investments at NAV or its equivalent subject to certain restrictions that may include a lock-up period or a gate.
Defined Contribution Savings Plan
The Registrants participate in a 401(k) defined contribution savings plan that is sponsored by Exelon. The plan is qualified under applicable sections of the IRC and allows 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 employer contributions and employer matching contributions to the savings plan for the years ended December 31, 2025, 2024, and 2023:
For the Years Ended December 31, Exelon ComEd PECO BGE PHI Pepco DPL ACE
2025 $ 121 $ 48 $ 16 $ 16 20 $ 5 $ 4 $ 3
2024 112 46 15 12 19 5 5 3
2023 109 47 15 12 16 4 3 2
13. Derivative Financial Instruments (All Registrants)
The Registrants use derivative instruments to manage commodity price risk and interest rate risk related to ongoing business operations. The Registrants do not execute derivatives for speculative or proprietary trading purposes.
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. At ComEd, derivative economic hedges related to commodities are recorded at fair value and offset by a corresponding regulatory asset or liability. For all NPNS derivative instruments, accounts receivable or accounts payable are recorded when derivatives settle and revenue or expense is recognized in earnings as the underlying physical commodity is sold or consumed. At Exelon, derivative hedges that qualify and are designated as cash flow hedges are recorded at fair value and offsets are recorded to AOCI.
Commodity Price Risk
The Utility 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, which are either determined to be non-derivative or classified as economic hedges. 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
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Note 13 — Derivative Financial Instruments
regulatory-approved recovery mechanisms. The following table provides a summary of the Utility Registrants’ primary derivative hedging instruments, listed by commodity and accounting treatment.
Registrant Commodity Accounting Treatment Hedging Instrument
ComEd Electricity NPNS Fixed 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 Electricity NPNS Fixed price contracts for default supply requirements through full requirements contracts.
Gas NPNS Fixed price contracts to cover about 10 % of planned natural gas purchases in support of projected firm sales.
BGE Electricity NPNS Fixed price contracts for all SOS requirements through full requirements contracts.
Gas NPNS Fixed price purchases associated with forecasted gas supply requirements.
Pepco Electricity NPNS Fixed price contracts for all SOS requirements through full requirements contracts.
DPL Electricity NPNS Fixed price contracts for all SOS requirements through full requirements contracts.
Gas NPNS Fixed and index priced contracts through full requirements contracts.
Gas Changes in fair value of economic hedge recorded to an offsetting regulatory asset or liability (b)
Exchange traded future contracts for up to 50 % of estimated monthly purchase requirements each month, including purchases for storage injections.
ACE Electricity NPNS Fixed price contracts for all BGS requirements through full requirements contracts.
_________
(a) See Note 2—Regulatory Matters for additional information.
(b) The fair value of the DPL economic hedge is not material as of December 31, 2025 and 2024.
The fair value of derivative economic hedges is presented in Other current assets and current and noncurrent Mark-to-market derivative liabilities in Exelon's and ComEd's Consolidated Balance Sheets.
Interest Rate Risk (Exelon)
Exelon Corporate uses a combination of fixed-rate and variable-rate debt to manage interest rate exposure. Exelon Corporate may utilize interest rate derivatives to lock in rate levels in anticipation of future financings, which are typically designated as cash flow hedges. A hypothetical 50 basis point change in the interest rates associated with Exelon's interest rate swaps as of December 31, 2025 would result in an immaterial impact to Exelon's Consolidated Net Income.
Below is a summary of the interest rate hedge balances at December 31, 2025 and 2024.
Derivatives Designated
as Hedging Instruments
December 31, 2025 December 31, 2024
Other current assets $ 3 $ 14
Other deferred debits (noncurrent assets) — 12
Total derivative assets 3 26
Mark-to-market derivative liabilities (current liabilities) ( 4 ) ( 1 )
Total mark-to-market derivative liabilities ( 4 ) ( 1 )
Total mark-to-market derivative net (liabilities) assets $ ( 1 ) $ 25
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Note 13 — Derivative Financial Instruments
Cash Flow Hedges (Interest Rate Risk)
For derivative instruments that qualify and are designated as cash flow hedges, the changes in fair value each period are initially recorded in AOCI and reclassified into earnings when the underlying transaction affects earnings. The gains and losses reclassified out of AOCI for the years ended December 31, 2025, 2024, and 2023 are immaterial.
In February 2025, Exelon terminated the previously issued floating-to-fixed swaps with a total notional of $ 765 million upon issuance of $ 1 billion of debt. See Note 14 — Debt and Credit Agreements for additional information on the debt issuance. The settlements resulted in a cash receipt of $ 16 million. The accumulated AOCI gain of $ 13 million (net of tax) is being amortized into Interest expense in Exelon's Consolidated Statement of Operations and Comprehensive Income over the 5-year and 10-year terms of the swaps. During the fourth quarter of 2025, Exelon Corporate entered into $ 30 million notional of 10-year maturity floating-to-fixed swaps designated as cash flow hedges. The following table provides the notional amounts outstanding held by Exelon at December 31, 2025 and 2024.
December 31, 2025 December 31, 2024
5-year maturity floating-to-fixed swaps $ 335 $ 657
10-year maturity floating-to-fixed swaps 365 658
Total $ 700 $ 1,315
The AOCI derivative loss (net of tax) was $ 9 million for the year ended December 31, 2025 and gain was $ 19 million for the year ended December 31, 2024, respectively. See Note 19 – Changes in Accumulated Other Comprehensive Income (Loss) for additional information.
Credit Risk
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. 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. The amount of cash collateral received from external counterparties remained relatively consistent as of December 31, 2025. Cash collateral held by ComEd, PECO, BGE, Pepco, DPL, and ACE must be deposited in an unaffiliated major U.S. commercial or foreign bank with a U.S. branch office that meets certain qualifications. The following table reflects the Registrants' cash collateral held from external counterparties, which is recorded in Other current liabilities on their respective Consolidated Balance Sheets, at December 31, 2025 and 2024
December 31, 2025 December 31, 2024
Exelon $ 223 $ 181
ComEd 192 176
PECO (a)
6 —
BGE 4 1
PHI 21 4
Pepco 13 1
DPL 3 2
ACE (a)
5 —
__________
(a) PECO and ACE had less than one million in cash collateral held with external parties as of December 31, 2024.
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's, and DPL’s credit rating. As of December 31, 2025,
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Note 13 — Derivative Financial Instruments
PECO, BGE, and DPL were not required to post collateral for any of these agreements. If PECO, BGE, or DPL lost their investment grade credit rating as of December 31, 2025, they could have been required to post collateral to their counterparties of $ 58 million, $ 43 million, and $ 14 million, respectively.
14. Debt and Credit Agreements (All Registrants)
Short-Term Borrowings
Exelon Corporate, ComEd, and BGE meet their short-term liquidity requirements primarily through the issuance of commercial paper. PECO meets its 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 borrowings from the Exelon intercompany money pool. The Registrants may use their respective credit facilities for general corporate purposes, including meeting short-term funding requirements and the issuance of letters of credit.
Commercial Paper
The following table reflects the Registrants' commercial paper programs supported by the revolving credit agreements at December 31, 2025 and 2024:
Credit Facility Size
at December 31, Outstanding Commercial
Paper at December 31, Average Interest Rate on
Commercial Paper Borrowings
at December 31,
Commercial Paper Issuer 2025 (a)
2024 (a)
2025 2024 2025 2024
Exelon (b)
$ 4,000 $ 4,000 $ 612 $ 1,359 3.94 % 4.66 %
ComEd $ 1,000 $ 1,000 $ — $ 36 — % 4.55 %
PECO $ 600 $ 600 $ — $ 192 — % 4.65 %
BGE $ 600 $ 600 $ — $ 175 — % 4.61 %
PHI (c)
$ 900 $ 900 $ 612 $ 530 3.94 % 4.70 %
Pepco $ 360 (d)
$ 300 $ 303 $ 200 3.93 % 4.69 %
DPL $ 300 (d)
$ 300 $ 161 $ 144 3.94 % 4.74 %
ACE $ 240 (d)
$ 300 $ 148 $ 186 3.94 % 4.67 %
__________
(a) Excludes credit facility agreements arranged at community banks. See below for additional information.
(b) Includes revolving credit agreements at Exelon Corporate with a maximum program size of $ 900 million as of December 31, 2025 and December 31, 2024. Exelon Corporate had no outstanding commercial paper as of December 31, 2025 and $ 426 million outstanding commercial paper as of December 31, 2024.
(c) Represents the consolidated amounts of Pepco, DPL, and ACE.
(d) The standard maximum program size for revolving credit facilities is $ 300 million each for Pepco, DPL, and ACE based on the credit agreements in place. However, the facilities at Pepco, DPL, and ACE have the ability to flex to $ 500 million, $ 500 million, and $ 350 million, respectively. The borrowing capacity may be increased or decreased during the term of the facility, except that (i) the sum of the borrowing capacity must equal the total amount of the facility, and (ii) the aggregate amount of credit used at any given time by each of Pepco, DPL, or ACE may not exceed $ 900 million or the maximum amount of short-term debt the company is permitted to have outstanding by its regulatory authorities. The total number of the borrowing reallocations may not exceed eight per year during the term of the facility. This ability was utilized to increase Pepco's program size to $ 360 million, effective December 11, 2025. As a result, the program size for DPL did not change and ACE was decreased to $ 240 million, which prevents the aggregate amount of outstanding short-term debt from exceeding the $ 900 million limit.
In order to maintain their respective commercial paper programs in the amounts indicated above, each Registrant must have credit facilities in place, at least equal to the amount of its commercial paper program. A registrant does not issue commercial paper in an aggregate amount exceeding the then available capacity under its credit facility.
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Note 14 — Debt and Credit Agreements
At December 31, 2025, the Registrants had the following aggregate bank commitments, credit facility borrowings, and available capacity under their respective credit facilities:
Available Capacity at December 31, 2025
Borrower Facility Type Aggregate Bank
Commitment (a)
Facility Draws Outstanding
Letters of Credit Actual To Support
Additional
Commercial
Paper (b)
Exelon (b)
Syndicated Revolver $ 4,000 $ — $ 51 $ 3,949 $ 3,338
ComEd Syndicated Revolver 1,000 — 15 985 985
PECO Syndicated Revolver 600 — 5 595 595
BGE Syndicated Revolver 600 — 25 575 575
PHI (c)
Syndicated Revolver 900 — 2 898 286
Pepco Syndicated Revolver 360 — 2 358 55
DPL Syndicated Revolver 300 — — 300 139
ACE Syndicated Revolver 240 — — 240 92
__________
(a) Excludes credit facility agreements arranged at community banks. See below for additional information.
(b) Includes $ 900 million aggregate bank commitment related to Exelon Corporate. Exelon Corporate had $ 3 million outstanding letters of credit as of December 31, 2025. Exelon Corporate had $ 897 million in available capacity to support additional commercial paper as of December 31, 2025.
(c) Represents the consolidated amounts of Pepco, DPL, and ACE.
The following table reflects the Registrants' credit facility agreements arranged at community banks at December 31, 2025 and 2024. These are excluded from the Maximum Program Size and Aggregate Bank Commitment amounts within the two tables above and the facilities may be used to issue letters of credit.
Aggregate Bank Commitments Outstanding Letters of Credit
Borrower 2025 (a)
2024 2025 2024
Exelon (b)
$ 140 $ 140 $ 5 $ 5
ComEd 40 40 3 3
PECO 40 40 — —
BGE 15 15 2 2
PHI (c)
45 45 — —
Pepco 15 15 — —
DPL 15 15 — —
ACE 15 15 — —
__________
(a) These facilities were entered into on October 3, 2025 and expire on October 1, 2027. Previously structured as one-year arrangements, the facilities are now two-year terms.
(b) Represents the consolidated amounts of ComEd, PECO, BGE, Pepco, DPL, and ACE.
(c) Represents the consolidated amounts of Pepco, DPL, and ACE.
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Note 14 — Debt and Credit Agreements
Revolving Credit Agreements
On August 29, 2024, Exelon Corporate and each of the Utility Registrants amended and restated their respective syndicated revolving credit facility, extending the maturity date to August 29, 2029. The following table reflects the credit agreements:
Borrower Aggregate Bank Commitment Interest Rate
Exelon Corporate $ 900 SOFR plus 1.075 %
ComEd $ 1,000 SOFR plus 1.000 %
PECO $ 600 SOFR plus 0.900 %
BGE $ 600 SOFR plus 0.900 %
Pepco $ 300 SOFR plus 1.000 %
DPL $ 300 SOFR plus 1.000 %
ACE $ 300 SOFR plus 1.000 %
Borrowings under Exelon’s, ComEd’s, PECO’s, BGE's, Pepco's, DPL's, and ACE's revolving credit agreements bear interest at a rate based upon either the prime rate or a SOFR-based rate, plus an adder based upon the particular Registrant’s credit rating. The adders for the prime based borrowings and SOFR-based borrowings as of December 31, 2025 are presented in the following table:
Exelon (a)
ComEd PECO BGE Pepco DPL ACE
Prime based borrowings 0 - 7.5
— — — — — —
SOFR-based borrowings 90.0 - 107.5
100.0 90.0 90.0 100.0 100.0 100.0
__________
(a) Includes interest rate adders at Exelon Corporate of 7.5 basis points and 107.5 basis points for prime and SOFR-based borrowings, respectively.
If any Registrant loses its investment grade rating, the maximum adders for prime rate borrowings and SOFR-based rate borrowings would be 65 basis points and 165 basis points, respectively. The credit agreements also require the borrower to pay a facility fee based upon the aggregate commitments. The fee varies depending upon the respective credit ratings of the borrower. Exelon Corporate and the Utility Registrants had no outstanding amounts on the revolving credit facilities as of December 31, 2025.
Short-Term Loan Agreements
On March 23, 2017, Exelon Corporate entered into a term loan agreement for $ 500 million. The loan agreement was renewed in the first quarter of 2024 and was bifurcated into two tranches of $ 350 million and $ 150 million on March 14, 2024. The loan agreements were renewed in the first quarter of 2025, extending the expiration date to March 13, 2026 with a variable interest rate equal to SOFR plus 1.00 %. Exelon Corporate repaid the term loan on December 5, 2025.
Variable Rate Demand Bonds
DPL has outstanding obligations in respect of Variable Rate Demand Bonds (VRDB). VRDBs are subject to repayment on the demand of the holders and, for this reason, are accounted for as short-term debt in accordance with GAAP. However, these bonds may be converted to a fixed-rate, fixed-term option to establish a maturity which corresponds to the date of final maturity of the bonds. On this basis, PHI views VRDBs as a source of long-term financing. As of December 31, 2025 and December 31, 2024, $ 46 million and $ 46 million in variable rate demand bonds issued by DPL were outstanding and are included in the Long-term debt due within one year in Exelon's, PHI's, and DPL's Consolidated Balance Sheets.
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(Dollars in millions, except per share data unless otherwise noted)
Note 14 — Debt and Credit Agreements
Long-Term Debt
The following tables present the outstanding long-term debt at the Registrants at December 31, 2025 and 2024:
Exelon
Maturity
Date December 31,
Rates 2025 2024
Long-term debt
First mortgage bonds (a)
2.20 % - 7.90 % 2026 - 2055 $ 28,376 $ 26,451
Senior unsecured notes 2.75 % - 7.60 % 2026 - 2055 13,473 12,280
Unsecured notes 2.25 % - 6.35 % 2026 - 2054 6,100 5,450
Notes payable and other 1.64 % - 7.49 % 2025 - 2053 79 83
Junior subordinated notes 6.50 % 2055 1,000 —
Long-term software licensing agreement 2.30 % 2025 — 4
Medium-terms notes (unsecured) 7.72 % 2027 10 10
Total long-term debt 49,038 44,278
Unamortized debt discount and premium, net ( 93 ) ( 94 )
Unamortized debt issuance costs ( 369 ) ( 326 )
Fair value adjustment 502 542
Long-term debt due within one year ( 1,665 ) ( 1,453 )
Long-term debt $ 47,413 $ 42,947
Long-term debt to financing trusts (b)
Subordinated debentures to ComEd Financing III 6.35 % 2033 $ 206 $ 206
Subordinated debentures to PECO Trust III 7.38 % - 8.75 % 2028 81 81
Subordinated debentures to PECO Trust IV 5.75 % 2033 103 103
Total long-term debt to financing trusts $ 390 $ 390
__________
(a) Substantially all of ComEd’s assets other than expressly excluded property and substantially all of PECO’s, Pepco's, DPL's, and ACE's assets are subject to the liens of their respective mortgage indentures.
(b) Amounts owed to these financing trusts are recorded as Long-term debt to financing trusts within Exelon’s Consolidated Balance Sheets.
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Note 14 — Debt and Credit Agreements
ComEd
Maturity
Date December 31,
Rates 2025 2024
Long-term debt
First mortgage bonds (a)
2.20 % - 6.45 % 2026 - 2055 $ 12,879 $ 12,154
Other 7.49 % 2053 7 8
Total long-term debt 12,886 12,162
Unamortized debt discount and premium, net ( 29 ) ( 31 )
Unamortized debt issuance costs ( 104 ) ( 101 )
Long-term debt due within one year ( 500 ) —
Long-term debt $ 12,253 $ 12,030
Long-term debt to financing trust (b)
Subordinated debentures to ComEd Financing III 6.35 % 2033 $ 206 $ 206
Long-term debt to financing trusts $ 206 $ 206
__________
(a) Substantially all of ComEd’s assets, other than expressly excluded property, are subject to the lien of its mortgage indenture.
(b) Amount owed to this financing trust is recorded as Long-term debt to financing trust within ComEd’s Consolidated Balance Sheets.
PECO
Maturity
Date December 31,
Rates 2025 2024
Long-term debt
First mortgage bonds (a)
2.80 % - 5.95 % 2033 - 2055 $ 6,475 $ 5,775
Total long-term debt 6,475 5,775
Unamortized debt discount and premium, net ( 25 ) ( 25 )
Unamortized debt issuance costs ( 54 ) ( 46 )
Long-term debt due within one year — ( 350 )
Long-term debt $ 6,396 $ 5,354
Long-term debt to financing trusts (b)
Subordinated debentures to PECO Trust III 7.38 % - 8.75 % 2028 $ 81 $ 81
Subordinated debentures to PECO Trust IV 5.75 % 2033 103 103
Long-term debt to financing trusts $ 184 $ 184
__________
(a) Substantially all of PECO’s assets are subject to the lien of its mortgage indenture.
(b) Amounts owed to this financing trust are recorded as Long-term debt to financing trusts within PECO’s Consolidated Balance Sheets.
BGE
Maturity
Date December 31,
Rates 2025 2024
Long-term debt
Unsecured notes 2.25 % - 6.35 % 2026 - 2054 $ 6,100 $ 5,450
Total long-term debt 6,100 5,450
Unamortized debt discount and premium, net ( 14 ) ( 13 )
Unamortized debt issuance costs ( 45 ) ( 42 )
Long-term debt due within one year ( 350 ) —
Long-term debt $ 5,691 $ 5,395
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Note 14 — Debt and Credit Agreements
PHI
Maturity
Date December 31,
Rates 2025 2024
Long-term debt
First mortgage bonds (a)
2.25 % - 7.90 % 2028 - 2055 $ 9,022 $ 8,522
Senior unsecured notes
7.45 % 2032 185 185
Medium-terms notes (unsecured) 7.72 % 2027 10 10
Finance leases 5.62 % 2026 - 2033 72 75
Total long-term debt 9,289 8,792
Unamortized debt discount and premium, net ( 2 ) ( 2 )
Unamortized debt issuance costs ( 71 ) ( 66 )
Fair value adjustment 374 400
Long-term debt due within one year ( 64 ) ( 290 )
Long-term debt $ 9,526 $ 8,834
_________
(a) Substantially all of Pepco's, DPL's, and ACE's assets are subject to the liens of their respective mortgage indentures.
Pepco
Maturity
Date December 31,
Rates 2025 2024
Long-term debt
First mortgage bonds (a)
2.32 % - 7.90 % 2029 - 2055 $ 4,675 $ 4,400
Finance leases 5.62 % 2026 - 2033 25 27
Total long-term debt 4,700 4,427
Unamortized debt discount and premium, net ( 1 ) —
Unamortized debt issuance costs ( 67 ) ( 65 )
Long-term debt due within one year ( 6 ) ( 6 )
Long-term debt $ 4,626 $ 4,356
________
(a) Substantially all of Pepco's assets are subject to the lien of its mortgage indenture.
DPL
Maturity
Date December 31,
Rates 2025 2024
Long-term debt
First mortgage bonds (a)
2.53 % - 5.72 % 2028 - 2054 $ 2,324 $ 2,198
Medium-terms notes (unsecured)
7.72 % 2027 10 10
Finance leases 5.62 % 2026 - 2033 27 28
Total long-term debt 2,361 2,236
Unamortized debt issuance costs ( 17 ) ( 16 )
Long-term debt due within one year ( 53 ) ( 130 )
Long-term debt $ 2,291 $ 2,090
__________
(a) Substantially all of DPL's assets are subject to the lien of its mortgage indenture.
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Note 14 — Debt and Credit Agreements
ACE
Maturity
Date December 31,
Rates 2025 2024
Long-term debt
First mortgage bonds (a)
2.25 % - 5.81 % 2028 - 2055 $ 2,023 $ 1,923
Finance leases 5.62 % 2026 - 2033 20 20
Total long-term debt 2,043 1,943
Unamortized debt issuance costs ( 10 ) ( 10 )
Long-term debt due within one year ( 5 ) ( 154 )
Long-term debt $ 2,028 $ 1,779
__________
(a) Substantially all of ACE's assets are subject to the lien of its mortgage indenture.
Long-term debt maturities at the Registrants in the periods 2026 through 2030 and thereafter are as follows:
Year Exelon ComEd PECO BGE PHI Pepco DPL ACE
2026 $ 1,665 $ 500 $ — $ 350 $ 64 $ 6 $ 53 $ 5
2027 1,028 350 — — 28 7 17 5
2028 1,996 550 81 — 365 5 6 354
2029 1,933 — — — 284 153 4 126
2030 1,856 350 — — 257 153 103 2
Thereafter 40,950 (a)
11,342 (b)
6,578 (c)
5,750 8,291 4,376 2,178 1,551
Total $ 49,428 $ 13,092 $ 6,659 $ 6,100 $ 9,289 $ 4,700 $ 2,361 $ 2,043
__________
(a) Includes $ 390 million due to ComEd and PECO financing trusts.
(b) Includes $ 206 million due to ComEd financing trust.
(c) Includes $ 184 million due to PECO financing trusts.
Convertible Senior Notes
On December 4, 2025, Exelon Corporation issued $ 1 billion aggregate principal amount of 3.25 % Convertible Senior Notes due 2029 (Convertible Senior Notes). The Convertible Senior Notes are reflected as Long-term debt on Exelon’s Consolidated Balance Sheet.
The Convertible Senior Notes are senior, unsecured notes that bear interest at a fixed rate of 3.25 % per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The Convertible Senior Notes will mature on March 15, 2029, unless earlier converted or repurchased in accordance with their terms.
Under the following circumstances, holders may convert the Convertible Senior Notes at their option prior to the close of business on the business day preceding December 15, 2028:
• during any calendar quarter beginning after the quarter ending on March 31, 2026, if the last reported sale price of Exelon’s common stock for at least 20 trading days (whether consecutive or not) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal the stock was trading at greater than or equal to 130 % of the conversion price on each applicable trading day as determined by Exelon;
• during the five business day period after any ten consecutive trading day period (measurement period) in which the applicable trading price per $ 1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the common stock and the conversion rate on each such trading day;
• upon the occurrence of certain corporate events specified in the respective supplemental indentures governing the Convertible Senior Notes.
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(Dollars in millions, except per share data unless otherwise noted)
Note 14 — Debt and Credit Agreements
On or after December 15, 2028, a holder may convert for all, or any portion of its Convertible Senior Notes at any time prior to the close of business on the business day immediately preceding the applicable maturity date regardless of the foregoing conditions.
Exelon will settle conversions of the Convertible Senior Notes by paying cash up to the aggregate principal amount to be converted and paying or delivering, as the case may be, cash, shares of common stock, or a combination of cash and shares of common stock, at Exelon’s discretion, in respect of the remainder, if any, of Exelon's conversion obligation in excess of the aggregate principal amount of the Convertible Senior Notes being converted. The Convertible Senior Notes are initially convertible at 17.5093 shares per $ 1,000 principal amount, which is equivalent to an initial conversion price of approximately $ 57.11 per share of common stock. The initial conversion price of the Convertible Senior Notes represents a premium of approximately 25 % over the last reported sale price of Exelon’s common stock on the Nasdaq Global Select Market on December 1, 2025. These conversions will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change (as defined in the indenture) Exelon will, in certain circumstances, increase the applicable conversion rate by a number of additional shares of common stock for conversions in connection with the make-whole fundamental change.
EPS Impact
Diluted earnings per common shares will also reflect the dilutive effect of potential common shares from share-based awards and convertible notes. The dilutive effect of the Convertible Senior Notes is computed using the if-converted method. For the year ended December 31, 2025, no incremental shares were assumed converted or included in the diluted earnings per common share. resulting from the Convertible Senior Notes.
Debt Extinguishment
During the twelve months ended December 31, 2024, Exelon repurchased a portion of its Senior unsecured notes with a principal balance of $ 244 million outstanding in exchange for cash of $ 215 million. The repurchase was accounted for as a debt extinguishment and resulted in a pre-tax gain of $ 28 million, which is reflected on Exelon's Consolidated Statement of Operations and Comprehensive income within Interest expense, net.
Reoffering of Tax-Exempt Bonds
On July 1, 2025, DPL completed the reoffering of $ 78.4 million aggregate principal amount of its Delaware Economic Development Authority’s Gas Facilities Refunding Revenue Bonds (Delmarva Power & Light Company Project) 2020 Series A (Non-AMT) (the Bonds). In connection with the reoffering of the Bonds, the interest rate was modified to 3.60 % per annum, and the maturity date was modified to January 1, 2031. DPL did not directly receive any proceeds from the reoffering.
Debt Covenants
As of December 31, 2025, the Registrants are in compliance with debt covenants.
15. 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.
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(Dollars in millions, except per share data unless otherwise noted)
Note 15 — Fair Value of Financial Assets and Liabilities
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, and trust preferred securities (long-term debt to financing trusts or junior subordinated debentures) at December 31, 2025 and 2024. The Registrants have no financial liabilities measured using the NAV practical expedient.
The carrying amounts of the Registrants’ short-term liabilities as presented in their Consolidated Balance Sheets are representative of their fair value (Level 2) because of the short-term nature of these instruments.
December 31, 2025 December 31, 2024
Carrying Amount Fair Value Carrying Amount Fair Value
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Long-Term Debt, including amounts due within one year (a)
Exelon (b)
$ 49,078 $ — $ 40,637 $ 4,318 $ 44,955 $ 44,400 $ — $ 35,337 $ 3,720 $ 39,057
ComEd 12,753 — 11,291 — 11,291 12,030 — 10,260 — 10,260
PECO 6,396 — 5,593 — 5,593 5,704 — 4,816 — 4,816
BGE 6,041 — 5,510 — 5,510 5,395 — 4,702 — 4,702
PHI 9,590 — 4,236 4,318 8,554 9,124 — 4,093 3,720 7,813
Pepco 4,632 — 2,546 1,861 4,407 4,362 — 2,475 1,544 4,019
DPL 2,344 — 657 1,410 2,067 2,220 — 623 1,250 1,873
ACE 2,033 — 819 1,047 1,866 1,933 — 787 925 1,712
Long-Term Debt to Financing Trusts
Exelon $ 390 $ — $ — $ 403 $ 403 $ 390 $ — $ — $ 396 $ 396
ComEd 206 — — 216 216 206 — — 208 208
PECO 184 — — 187 187 184 — — 188 188
__________
(a) Includes unamortized debt issuance costs, unamortized debt discount and premium, net, purchase accounting fair value adjustments, and finance lease liabilities which are not fair valued. Refer to Note 14 — Debt and Credit Agreements for unamortized debt issuance costs, unamortized debt discount and premium, net, and purchase accounting fair value adjustments and Note 9 — Leases for finance lease liabilities.
(b) Includes the net carrying amount and the estimated fair value (Level 2) of the Convertible Senior Notes of $ 988 million and $ 1 billion for the year ended December 31, 2025, respectively.
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(Dollars in millions, except per share data unless otherwise noted)
Note 15 — Fair Value of Financial Assets and Liabilities
Exelon uses the following methods and assumptions to estimate fair value of financial liabilities recorded at carrying cost:
Type Level Registrants Valuation
Long-Term Debt, including amounts due within one year
Taxable Debt Securities 2 All The fair value is determined by a valuation model that is based on a conventional discounted cash flow methodology and utilizes assumptions of current market pricing curves. Exelon obtains credit spreads based on trades of existing Exelon debt securities as well as other issuers in the utility sector with similar credit ratings. The yields are then converted into discount rates of various tenors that are used for discounting the respective cash flows of the same tenor for each bond or note.
Variable Rate Financing Debt 2 Exelon, DPL Debt rates are reset on a regular basis and the carrying value approximates fair value.
Non-Government Backed Fixed Rate Nonrecourse Debt 2 Exelon Fair value is based on market and quoted prices for its own and other nonrecourse debt with similar risk profiles. Given the low trading volume in the nonrecourse debt market, the price quotes used to determine fair value will reflect certain qualitative factors, such as market conditions, investor demand, new developments that might significantly impact the project cash flows or off-taker credit, and other circumstances related to the project.
Taxable Private Placement Debt Securities 3 Exelon, Pepco, DPL, ACE Rates are obtained similar to the process for taxable debt securities. Due to low trading volume and qualitative factors such as market conditions, low volume of investors, and investor demand, these debt securities are Level 3.
Long-Term Debt to Financing Trusts
Long Term Debt to Financing Trusts 3 Exelon, ComEd, PECO Fair value is based on publicly traded securities issued by the financing trusts. Due to low trading volume of these securities and qualitative factors, such as market conditions, investor demand, and circumstances related to each issue, this debt is classified as Level 3.
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(Dollars in millions, except per share data unless otherwise noted)
Note 15 — 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 at December 31, 2025 and 2024. Exelon and the Utility Registrants have immaterial and no financial assets or liabilities measured using the NAV practical expedient, respectively.
Exelon
At December 31, 2025 At December 31, 2024
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets
Cash equivalents (a)
$ 825 $ — $ — $ 825 $ 544 $ — $ — $ 544
Rabbi trust investments
Cash equivalents 101 — — 101 94 — — 94
Mutual funds 71 — — 71 65 — — 65
Fixed income — 6 — 6 — 6 — 6
Life insurance contracts — 79 21 100 — 73 22 95
Rabbi trust investments subtotal 172 85 21 278 159 79 22 260
Interest rate derivative assets
Derivatives designated as hedging instruments — 3 — 3 — 26 — 26
Interest rate derivative assets subtotal — 3 — 3 — 26 — 26
Total assets 997 88 21 1,106 703 105 22 830
Liabilities
Commodity derivative liabilities — — ( 131 ) ( 131 ) — — ( 132 ) ( 132 )
Interest rate derivative liabilities
Derivatives designated as hedging instruments — ( 4 ) — ( 4 ) — ( 1 ) — ( 1 )
Interest rate derivative liabilities subtotal — ( 4 ) — ( 4 ) — ( 1 ) — ( 1 )
Deferred compensation obligation — ( 71 ) — ( 71 ) — ( 74 ) — ( 74 )
Total liabilities — ( 75 ) ( 131 ) ( 206 ) — ( 75 ) ( 132 ) ( 207 )
Total net assets (liabilities) $ 997 $ 13 $ ( 110 ) $ 900 $ 703 $ 30 $ ( 110 ) $ 623
__________
(a) Excludes cash of $ 180 million and $ 219 million at December 31, 2025 and 2024, respectively, and restricted cash of $ 196 million and $ 176 million at December 31, 2025 and 2024, respectively, and includes long-term restricted cash of $ 50 million and $ 41 million at December 31, 2025 and 2024, respectively, which is reported in Other deferred debits in the Consolidated Balance Sheets.
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(Dollars in millions, except per share data unless otherwise noted)
Note 15 — Fair Value of Financial Assets and Liabilities
ComEd, PECO, and BGE
ComEd PECO BGE
At December 31, 2025 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets
Cash equivalents (a)
$ 393 $ — $ — $ 393 $ 93 $ — $ — $ 93 $ 205 $ — $ — $ 205
Rabbi trust investments
Mutual funds — — — — 13 — — 13 10 — — 10
Life insurance contracts — — — — — 25 — 25 — — — —
Rabbi trust investments subtotal — — — — 13 25 — 38 10 — — 10
Total assets 393 — — 393 106 25 — 131 215 — — 215
Liabilities
Commodity derivative liabilities (b)
— — ( 131 ) ( 131 ) — — — — — — — —
Deferred compensation obligation — ( 9 ) — ( 9 ) — ( 8 ) — ( 8 ) — ( 4 ) — ( 4 )
Total liabilities — ( 9 ) ( 131 ) ( 140 ) — ( 8 ) — ( 8 ) — ( 4 ) — ( 4 )
Total net assets (liabilities) $ 393 $ ( 9 ) $ ( 131 ) $ 253 $ 106 $ 17 $ — $ 123 $ 215 $ ( 4 ) $ — $ 211
ComEd PECO BGE
At December 31, 2024 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets
Cash equivalents (a)
$ 390 $ — $ — $ 390 $ 29 $ — $ — $ 29 $ 1 $ — $ — $ 1
Rabbi trust investments
Mutual funds — — — — 12 — — 12 10 — — 10
Life insurance contracts — — — — — 22 — 22 — — — —
Rabbi trust investments subtotal — — — — 12 22 — 34 10 — — 10
Total assets 390 — — 390 41 22 — 63 11 — — 11
Liabilities
Commodity derivative liabilities (b)
— — ( 132 ) ( 132 ) — — — — — — — —
Deferred compensation obligation — ( 8 ) — ( 8 ) — ( 7 ) — ( 7 ) — ( 4 ) — ( 4 )
Total liabilities — ( 8 ) ( 132 ) ( 140 ) — ( 7 ) — ( 7 ) — ( 4 ) — ( 4 )
Total net assets (liabilities) $ 390 $ ( 8 ) $ ( 132 ) $ 250 $ 41 $ 15 $ — $ 56 $ 11 $ ( 4 ) $ — $ 7
__________
(a) ComEd excludes cash of $ 77 million and $ 66 million at December 31, 2025 and 2024, respectively, and restricted cash of $ 193 million and $ 176 million at December 31, 2025 and 2024, respectively, and includes long-term restricted cash of $ 50 million and $ 41 million at December 31, 2025 and 2024, respectively, which is reported in Other deferred debits in the Consolidated Balance Sheets. PECO excludes cash of $ 23 million and $ 19 million at December 31, 2025 and 2024, respectively. BGE excludes cash of $ 15 million and $ 33 million at December 31, 2025 and 2024, respectively.
(b) The Level 3 balance consists of the current and noncurrent liability of $ 25 million and $ 106 million, respectively, at December 31, 2025, and $ 29 million and $ 103 million, respectively, at December 31, 2024 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 15 — Fair Value of Financial Assets and Liabilities
PHI, Pepco, DPL, and ACE
At December 31, 2025 At December 31, 2024
PHI Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets
Cash equivalents (a)
$ 83 $ — $ — $ 83 $ 93 $ — $ — $ 93
Rabbi trust investments
Cash equivalents 99 — — 99 92 — — 92
Mutual funds 9 — — 9 9 — — 9
Fixed income — 6 — 6 — 6 — 6
Life insurance contracts — 23 20 43 — 23 21 44
Rabbi trust investments subtotal 108 29 20 157 101 29 21 151
Total assets 191 29 20 240 194 29 21 244
Liabilities
Deferred compensation obligation — ( 9 ) — ( 9 ) — ( 12 ) — ( 12 )
Total liabilities — ( 9 ) — ( 9 ) — ( 12 ) — ( 12 )
Total net assets $ 191 $ 20 $ 20 $ 231 $ 194 $ 17 $ 21 $ 232
Pepco DPL ACE
At December 31, 2025 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets
Cash equivalents (a)
$ 33 $ — $ — $ 33 $ 3 $ — $ — $ 3 $ — $ — $ — $ —
Rabbi trust investments
Cash equivalents 98 — — 98 — — — — — — — —
Life insurance contracts — 23 20 43 — — — — — — — —
Rabbi trust investments subtotal 98 23 20 141 — — — — — — — —
Total assets 131 23 20 174 3 — — 3 — — — —
Liabilities
Deferred compensation obligation — ( 1 ) — ( 1 ) — — — — — — — —
Total liabilities — ( 1 ) — ( 1 ) — — — — — — — —
Total net assets $ 131 $ 22 $ 20 $ 173 $ 3 $ — $ — $ 3 $ — $ — $ — $ —
Pepco DPL ACE
At December 31, 2024 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets
Cash equivalents (a)
$ 21 $ — $ — $ 21 $ 3 $ — $ — $ 3 $ — $ — $ — $ —
Rabbi trust investments
Cash equivalents 91 — — 91 — — — — — — — —
Life insurance contracts — 23 21 44 — — — — — — — —
Rabbi trust investments subtotal 91 23 21 135 — — — — — — — —
Total assets 112 23 21 156 3 — — 3 — — — —
Liabilities
Deferred compensation obligation — ( 1 ) — ( 1 ) — — — — — — — —
Total liabilities — ( 1 ) — ( 1 ) — — — — — — — —
Total net assets $ 112 $ 22 $ 21 $ 155 $ 3 $ — $ — $ 3 $ — $ — $ — $ —
__________
(a) PHI excludes cash of $ 56 million and $ 70 million at December 31, 2025 and 2024, respectively, and restricted cash of $ 2 million and zero at December 31, 2025 and 2024, respectively. Pepco excludes cash of $ 22 million and $ 30 million at December 31, 2025 and 2024, respectively. DPL excludes cash of $ 9 million and $ 20 million at December 31, 2025 and 2024, respectively. ACE excludes cash of $ 22 million and $ 14 million at December 31, 2025 and 2024, respectively, and restricted cash of $ 2 million and zero at December 31, 2025 and 2024, respectively.
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(Dollars in millions, except per share data unless otherwise noted)
Note 15 — Fair Value of Financial Assets and Liabilities
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 years ended December 31, 2025 and 2024:
Exelon ComEd PHI and Pepco
For the year ended December 31, 2025 Total Commodity
Derivatives Life Insurance Contracts
Balance at December 31, 2024 $ ( 110 ) $ ( 132 ) $ 21
Total realized / unrealized gains (losses)
Included in net income (a)
1 — 1
Included in regulatory assets/liabilities (b)
1 1 —
Settlements ( 2 ) — ( 2 )
Balance at December 31, 2025 (c)
$ ( 110 ) $ ( 131 ) $ 20
The amount of total gains included in income attributed to the change in unrealized gains (losses) related to assets and liabilities as of December 31, 2025
$ 1 $ — $ 1
Exelon ComEd PHI and Pepco
For the year ended December 31, 2024 Total Commodity
Derivatives Life Insurance Contracts
Balance at December 31, 2023 $ ( 90 ) $ ( 133 ) $ 41
Total realized / unrealized gains (losses)
Included in net income (a)
1 — 2
Included in regulatory assets/liabilities (b)
1 1 —
Settlements ( 22 ) — ( 22 )
Balance at December 31, 2024 (c)
$ ( 110 ) $ ( 132 ) $ 21
The amount of total gains included in income attributed to the change in unrealized gains (losses) related to assets and liabilities as of December 31, 2024
$ 1 $ — $ 2
__________
(a) Classified in Operating and maintenance expense in the Consolidated Statements of Operations and Comprehensive Income.
(b) For ComEd, this includes $ 45 million of decreases in fair value and an increase for realized gains due to settlements of $ 46 million recorded in Purchased power expense associated with floating-to-fixed energy swap contracts with unaffiliated suppliers for the year ended December 31, 2025. Includes $ 40 million of decreases in fair value and an increase for realized gains due to settlements of $ 40 million recorded in Purchased power expense associated with floating-to-fixed energy swap contracts with unaffiliated suppliers for the year ended December 31, 2024.
(c) For ComEd, the balance of the current and noncurrent asset was zero as of December 31, 2025. The balance consists of a current and noncurrent liability of $ 25 million and $ 106 million, respectively, as of December 31, 2025.
Valuation Techniques Used to Determine Fair Value
Cash Equivalents (All Registrants). Investments with original maturities of three months or less when purchased, including mutual and money market funds, are considered cash equivalents. The fair values are based on observable market prices and, therefore, are included in the recurring fair value measurements hierarchy as Level 1.
Rabbi Trust Investments (Exelon, PECO, BGE, PHI, and Pepco). The Rabbi trusts were established to hold assets related to deferred compensation plans existing for certain active and retired members of Exelon’s executive management and directors. The Rabbi trusts' assets are included in Investments in the Registrants’ Consolidated Balance Sheets and consist primarily of money market funds, mutual funds, fixed income securities, and life insurance policies. Money market funds and mutual funds are publicly quoted and have been categorized as Level 1 given the clear observability of the prices. The fair values of fixed income securities are based on evaluated prices that reflect observable market information, such as actual trade information or similar securities, adjusted for observable differences and are categorized in Level 2. The life insurance policies are
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Note 15 — Fair Value of Financial Assets and Liabilities
valued using the cash surrender value of the policies, net of loans against those policies, which is provided by a third-party. Certain life insurance policies, which consist primarily of mutual funds that are priced based on observable market data, have been categorized as Level 2 because the life insurance policies can be liquidated at the reporting date for the value of the underlying assets. Life insurance policies that are valued using unobservable inputs have been categorized as Level 3, where the fair value is determined based on the cash surrender value of the policy, which contains unobservable inputs and assumptions. Because Exelon relies on its third-party insurance provider to develop the inputs without adjustment for the valuations of its Level 3 investments, quantitative information about significant unobservable inputs used in valuing these investments is not reasonably available to Exelon. Therefore, Exelon has not disclosed such inputs.
Interest Rate Derivatives (Exelon). Exelon may utilize fixed-to-floating or floating-to-fixed interest rate swaps as a means to manage interest rate risk and to lock in interest levels in anticipation of future financings. These interest rate derivatives are typically designated as cash flow hedges. Exelon determines the current fair value by calculating the net present value of expected payments and receipts under the swap agreement, based on and discounted by the market's expectation of future interest rates. Additional inputs to the net present value calculation may include the contract terms, counterparty credit risk and other market parameters. As these inputs are based on observable data and valuations of similar instruments, the interest rate swaps are categorized as Level 2 in the fair value hierarchy. See Note 13 — Derivative Financial Instruments for additional information on mark-to-market derivatives.
Deferred Compensation Obligations (All Registrants). The Registrants’ deferred compensation plans allow participants to defer certain cash compensation into a notional investment account. The Registrants include such plans in other current and noncurrent liabilities in their Consolidated Balance Sheets. The value of the Registrants’ deferred compensation obligations is based on the market value of the participants’ notional investment accounts. The underlying notional investments are comprised primarily of equities, mutual funds, commingled funds, and fixed income securities which are based on directly and indirectly observable market prices. Since the deferred compensation obligations themselves are not exchanged in an active market, they are categorized as Level 2 in the fair value hierarchy.
The value of certain employment agreement obligations (which are included with the Deferred Compensation Obligation in the tables above) are based on a known and certain stream of payments to be made over time and are categorized as Level 2 within the fair value hierarchy.
Commodity Derivatives (Exelon and ComEd). On December 17, 2010, ComEd entered into several 20-year floating to fixed energy swap contracts with unaffiliated suppliers for the procurement of long-term renewable energy and associated RECs. Delivery under the contracts began in June 2012. The fair value of these swaps has been designated as a Level 3 valuation due to the long tenure of the positions and the internal modeling assumptions. The modeling assumptions include using forward power prices. See Note 13 — Derivative Financial Instruments for additional information on mark-to-market derivatives.
The following table discloses the significant unobservable inputs to the forward curve used to value mark-to-market derivatives:
Type of trade Fair Value as of December 31, 2025 Fair Value as of December 31, 2024 Valuation
Technique Unobservable
Input 2025 Range & Arithmetic Average
2024 Range & Arithmetic Average
Commodity derivatives $ ( 131 ) $ ( 132 ) Discounted Cash Flow Forward power price (a)
$ 29.75 - $ 61.84 $ 41.95 $ 30.31 - $ 59.88 $ 42.08
__________
(a) An increase to the forward power price would increase the fair value.
16. Commitments and Contingencies (All Registrants)
Commitments
PHI Merger Commitments (Exelon, PHI, Pepco, DPL, and ACE). Approval of the PHI Merger in Delaware, New Jersey, Maryland, and the District of Columbia was conditioned upon Exelon and PHI agreeing to certain commitments. The following amounts represent total commitment costs that have been recorded since the
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Note 16 — Commitments and Contingencies
acquisition date and the total remaining obligations for Exelon, PHI, Pepco, DPL, and ACE at December 31, 2025:
Description Exelon PHI Pepco DPL ACE
Total commitments $ 513 $ 320 $ 120 $ 89 $ 111
Remaining commitments (a)
22 20 20 — —
__________
(a) Remaining commitments extend through 2026 and include escrow funds, charitable contributions, and rate credits.
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Note 16 — Commitments and Contingencies
Commercial Commitments (All Registrants). The Registrants' commercial commitments at December 31, 2025, representing commitments potentially triggered by future events were as follows:
Expiration within
Exelon Total 2026 2027 2028 2029 2030 2031 and beyond
Letters of credit (a)
$ 56 $ 54 $ 2 $ — $ — $ — $ —
Surety bonds (b)
279 199 2 78 — — —
Financing trust guarantees (c)
378 — — 78 — — 300
Guaranteed lease residual values (d)
24 — 4 6 4 4 6
Total commercial commitments $ 737 $ 253 $ 8 $ 162 $ 4 $ 4 $ 306
ComEd
Letters of credit (a)
$ 18 $ 16 $ 2 $ — $ — $ — $ —
Surety bonds (b)
42 40 2 — — — —
Financing trust guarantees (c)
200 — — — — — 200
Total commercial commitments $ 260 $ 56 $ 4 $ — $ — $ — $ 200
PECO
Letters of credit (a)
$ 5 $ 5 $ — $ — $ — $ — $ —
Surety bonds (b)
2 2 — — — — —
Financing trust guarantees (c)
178 — — 78 — — 100
Total commercial commitments $ 185 $ 7 $ — $ 78 $ — $ — $ 100
BGE
Letters of credit (a)
$ 27 $ 27 $ — $ — $ — $ — $ —
Surety bonds (b)
3 3 — — — — —
Total commercial commitments $ 30 $ 30 $ — $ — $ — $ — $ —
PHI
Letters of credit (a)
$ 4 $ 4 $ — $ — $ — $ — $ —
Surety bonds (b)
173 95 — 78 — — —
Guaranteed lease residual values (d)
24 — 4 6 4 4 6
Total commercial commitments $ 201 $ 99 $ 4 $ 84 $ 4 $ 4 $ 6
Pepco
Letters of credit (a)
$ 2 $ 2 $ — $ — $ — $ — $ —
Surety bonds (b)
160 82 — 78 — — —
Guaranteed lease residual values (d)
8 — 1 2 1 2 2
Total commercial commitments $ 170 $ 84 $ 1 $ 80 $ 1 $ 2 $ 2
DPL
Letters of credit (a)
$ 1 $ 1 $ — $ — $ — $ — $ —
Surety bonds (b)
7 7 — — — — —
Guaranteed lease residual values (d)
9 — 2 2 2 1 2
Total commercial commitments $ 17 $ 8 $ 2 $ 2 $ 2 $ 1 $ 2
ACE
Letters of credit (a)
$ 1 $ 1 $ — $ — $ — $ — $ —
Surety bonds (b)
6 6 — — — — —
Guaranteed lease residual values (d)
7 — 1 2 1 1 2
Total commercial commitments $ 14 $ 7 $ 1 $ 2 $ 1 $ 1 $ 2
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Note 16 — Commitments and Contingencies
__________
(a) Exelon and certain of its subsidiaries maintain non-debt letters of credit to provide credit support for certain transactions as requested by third parties.
(b) Surety bonds—Guarantees issued related to contract and commercial agreements, excluding bid bonds. Historically, payments under the guarantees have not been made and the likelihood of payments being required is remote.
(c) Reflects guarantee of ComEd and PECO securities held by ComEd Financing III, PECO Trust III, and PECO Trust IV.
(d) Represents the maximum potential obligation in the event 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 $ 54 million guaranteed by Exelon and PHI, of which $ 18 million , $ 20 million, and $ 16 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 on the Registrants' financial statements.
MGP Sites (All 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 some sites, there are additional PRPs that may share responsibility for the ultimate remediation of each location.
• ComEd has 16 sites currently under some degree of active study and/or remediation. ComEd expects the majority of the remediation at these sites to continue through at least 2033.
• PECO has 6 sites 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 2030.
• BGE has 4 sites currently requiring some level of remediation and/or ongoing activity. BGE expects the majority of the remediation at these sites to continue through at least 2026.
• DPL has 1 site 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 performing 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 a PAPUC order, 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.
In 2025, ComEd and PECO completed an annual study of their future estimated MGP remediation requirements. ComEd's study resulted in a $ 12 million increase to the environmental liability and related Regulatory asset, primarily due to increased costs resulting from inflation, adjustments to unit costs, and changes in remediation
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plans. PECO's study resulted in a $ 2 million decrease to the environmental liability and related Regulatory asset, primarily due to decreased costs resulting from changes in remediation plans.
At December 31, 2025 and 2024, the Registrants had accrued the following undiscounted amounts for environmental liabilities in Accrued expenses, Other current liabilities, and Other deferred credits and other liabilities in their respective Consolidated Balance Sheets:
December 31, 2025 December 31, 2024
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 $ 386 $ 321 $ 403 $ 322
ComEd 289 289 285 284
PECO 23 22 29 28
BGE 13 10 13 10
PHI 57 — 75 —
Pepco 55 — 73 —
DPL 1 — 1 —
ACE 1 — 1 —
Benning Road Site (Exelon, PHI, and Pepco). In September 2010, PHI received a letter from the 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, which is owned by Pepco, was formerly the location of an electric generating facility owned by Pepco subsidiary, Pepco Energy Services (PES), which became a part of Constellation following the 2016 merger between PHI and Exelon. This generating facility 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 (hereinafter Pepco Entities) with the DOEE, which requires the Pepco Entities to conduct a Remedial Investigation and Feasibility Study (RI/FS) for the Benning Road site and an approximately 10 to 15-acre portion of the adjacent Anacostia River. The purpose of this RI/FS is to define the nature and extent of contamination from the Benning Road site and to evaluate remedial alternatives.
Pursuant to an internal agreement between the Pepco Entities, since 2013, Pepco has performed the work required by the Consent Decree and has been reimbursed for that work by an agreed upon allocation of costs between the Pepco Entities. In September 2019, the Pepco Entities issued a draft “final” RI report which the DOEE approved on February 3, 2020. In October 2022, the DOEE approved dividing the work to complete the landside portion of the FS from the waterside portion to expedite the overall schedule for completion of the project. The landside FS was approved by the DOEE on March 15th, 2024, and the waterside FS was approved by the DOEE on December 16, 2024. The DOEE and Pepco entered into an addendum to the Benning Consent Decree pursuant to which Pepco has agreed to fund or perform the remedial actions to be selected by the DOEE for the landside and waterside areas. This addendum to the Benning Consent Decree was entered by the Court on February 27, 2024 and became effective on that date. Pepco drafted separate proposed plans for the landside and waterside areas, which were approved and issued by the DOEE for public comment on December 16, 2024 and September 4, 2025, respectively. The public comment period for the landside and waterside areas closed on April 18, 2025 and October 31, 2025, respectively. Pepco submitted a matrix of proposed responses to the public comments and a proposed Record of Decision (ROD) to the DOEE for the landside area on August 15, 2025. Following the close of the waterside area comment period, Pepco will submit a matrix of proposed responses to the public comments and a proposed ROD to the DOEE for the waterside area. The DOEE will issue RODs identifying the remedial actions determined to be necessary for the landside and waterside areas, which will be implemented by Pepco in accordance with the Benning Consent Decree.
As part of the separation between Exelon and Constellation in February 2022, the internal agreement between the Pepco Entities for completion and payment for the remaining Consent Decree work was memorialized in a formal agreement for post-separation activities. A second post-separation assumption agreement between Exelon and Constellation transferred any of the potential remaining remediation liability, if any, of PES/Constellation to a non-utility subsidiary of Exelon which going forward will be responsible for those liabilities.
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Exelon, PHI, and Pepco 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 the Pepco Entities, the DOEE and NPS 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 riverwide RI incorporated the results of the river sampling performed by the Pepco Entities 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 the DOEE’s contractor.
On September 30, 2020, the DOEE released its Interim ROD for the Anacostia River sediments. The Interim ROD reflects an adaptive management approach which will require several identified “hot spots” in the river to be addressed first while continuing to conduct studies and to monitor the river to evaluate improvements and determine potential future remediation plans. The adaptive management process chosen by the DOEE is less intrusive, provides more long-term environmental certainty, is less costly, and allows for site specific remediation plans already underway, including the plan for the Benning Road site to proceed to conclusion.
On July 15, 2022, Pepco received a letter from the District of Columbia's Office of the Attorney General (D.C. OAG) on behalf of the DOEE conveying a settlement offer to resolve all PRPs' liability to the District of Columbia (District) for their past costs and their anticipated future costs to complete the work for the Interim ROD. Pepco responded on July 27, 2022 agreeing to enter into settlement discussions. Pepco and the District entered into another consent decree (the “Anacostia River Consent Decree”) pursuant to which Pepco agreed to pay $ 47 million to resolve its liability to the District for all past costs to perform the riverwide RI/FS and all future costs to complete the work required by the Interim ROD. This amount was agreed to be paid in four equal annual installments beginning a year after the effective date of the Anacostia River Consent Decree. Pepco paid the first installment of $ 12 million on April 9, 2025. The funds were deposited into the DOEE’s Clean Land Fund for the District’s costs of the Interim ROD work. The Anacostia River Consent Decree caps Pepco’s liability for these costs and provides Pepco with the right to seek contributions from other PRPs. The Anacostia River Consent Decree was signed by the judge for the U.S. District Court for the District of Columbia and became effective on April 11, 2024. Exelon, PHI, and Pepco have accrued a liability for Pepco’s payment obligations under the Anacostia Consent Decree and management's best estimate of its share of any other future Anacostia River response costs. Pepco has concluded that incremental exposure remains reasonably possible, but 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, CERCLA 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 natural resources within their jurisdiction as a result of the contamination that is being remediated. The Trustees can seek compensation from responsible parties for such damages, including restoration costs. During the second quarter of 2018, Pepco became aware that the Trustees are in the beginning stages of a NRD assessment, a 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 early stage of the NRD process, Pepco cannot reasonably estimate the final range of loss potentially resulting from this process. Pepco has become aware, however, that the District is pursuing claims against other parties. Specifically, in January 2025, D.C. OAG filed a lawsuit against the United States seeking to declare the United States liable under CERCLA and the District of Columbia’s Brownfield Revitalization Act of 2000 and to recover the District’s response costs associated with its investigation and remediation of Anacostia River sediment contamination and for future NRDs. Pepco is not a party to this suit, but Pepco, the United States, and the District of Columbia have entered mediation discussions to resolve their respective claims against one another under CERCLA and the Brownfield Revitalization Act with respect to the river. The court has put the case on hold pending the outcome of the mediation.
As noted in the Benning Road Site disclosure above, as part of the separation of Exelon and Constellation in February 2022, an assumption agreement was executed transferring any potential future remediation liabilities associated with the Benning Site remediation to a non-utility subsidiary of Exelon. Similarly, any potential future liability associated with the Anacostia River Sediment Project was also assumed by this entity.
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Buzzard Point Site (Exelon, PHI, and Pepco). On December 8, 2022, Pepco received a letter from the D.C. OAG, alleging wholly past violations of the District's stormwater discharge and waste disposal requirements related to operations at the Buzzard Point facility, a 9-acre parcel of waterfront property in Washington, D.C. occupied by an active substation and former steam plant building. The letter also alleged wholly past violations by Pepco of stormwater discharge requirements related to its district-wide system of underground vaults. Pepco entered into a Consent Order with the District of Columbia to resolve the alleged violations without any admission of liability. The Consent Order requires Pepco to pay a civil penalty of $ 10 million. In addition, Pepco has agreed to assess the environmental conditions at its Buzzard Point facility and conduct any remedial actions deemed necessary as a result of the assessment, and also to assess potential environmental impacts associated with the operation of its underground vaults. The Superior Court for the District of Columbia signed and entered the Consent Order, and it became effective on February 2, 2024. Pepco is proceeding through the multi-step environmental investigation and response as outlined in the consent order. Specifically, the DOEE approved Pepco's Preliminary Site Assessment in July 2025. In September 2025, Pepco timely submitted its work plan for the second stage, the Supplemental Investigation Plan, which the DOEE approved in November 2025. Pepco also submitted an environmental assessment to the DOEE of the vault system pursuant to the Consent Order in July 2024. In response to the DOEE's comments, Pepco made revised submissions in May 2025, September 2025, and January 2026. The DOEE approved Pepco's vault system report on February 2, 2026. Exelon, PHI, and Pepco have accrued a liability for the projected costs for the required environmental assessments and remediation. In January 2025, Pepco paid the last installment of the civil penalty. Pepco has concluded that incremental exposure remains reasonably possible, but management cannot reasonably estimate a range of loss beyond the amounts recorded, which are included in the table above.
Litigation and Regulatory Matters
Fund Transfer Restrictions (All Registrants). Under applicable law, Exelon may borrow or receive an extension of credit from its subsidiaries. Under the terms of Exelon’s intercompany money pool agreement, Exelon can lend to, but not borrow from the money pool.
Under applicable law, ComEd, PECO, BGE, PHI, Pepco, DPL, and ACE can pay dividends only from retained, undistributed or current earnings. A significant loss recorded at ComEd, PECO, BGE, PHI, Pepco, DPL, or ACE may limit the dividends that these Registrants can distribute to Exelon.
ComEd has agreed in connection with financings arranged through ComEd Financing III that it will not declare dividends on any shares of its capital stock in the event that: (1) it exercises its right to extend the interest payment periods on the subordinated debt securities issued to ComEd Financing III; (2) it defaults on its guarantee of the payment of distributions on the preferred trust securities of ComEd Financing III; or (3) an event of default occurs under the Indenture under which the subordinated debt securities are issued. No such event has occurred.
PECO has agreed in connection with financings arranged through PEC L.P. and PECO Trust IV that PECO will not declare dividends on any shares of its capital stock in the event that: (1) it exercises its right to extend the interest payment periods on the subordinated debentures, which were issued to PEC L.P. or PECO Trust IV; (2) it defaults on its guarantee of the payment of distributions on the Series D Preferred Securities of PEC L.P. or the preferred trust securities of PECO Trust IV; or (3) an event of default occurs under the Indenture under which the subordinated debentures are issued. No such event has occurred.
BGE is subject to restrictions established by the MDPSC that prohibit BGE from paying a dividend on its common shares if (1) after the dividend payment, BGE’s equity ratio would be below 48 % as calculated pursuant to the MDPSC’s ratemaking precedents or (2) BGE’s senior unsecured credit rating is rated by two of the three major credit rating agencies below investment grade. No such event has occurred.
Pepco is subject to certain dividend restrictions established by settlements approved by the MDPSC and DCPSC that prohibit Pepco from paying a dividend on its common shares if (1) after the dividend payment, Pepco's equity ratio would be below 48 % as calculated pursuant to the MDPSC's and DCPSC's ratemaking precedents, of or (2) Pepco’s senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. No such event has occurred.
DPL is subject to certain dividend restrictions established by settlements approved by the DEPSC and MDPSC that prohibit DPL from paying a dividend on its common shares if (1) after the dividend payment, DPL's equity
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ratio would be below 48 % as calculated pursuant to the DEPSC's and MDPSC's ratemaking precedents, or (2) DPL’s corporate issuer or senior unsecured credit rating, or its equivalent, is rated by any of the three major credit rating agencies below the generally accepted definition of investment grade. No such event has occurred.
ACE is subject to certain dividend restrictions established by settlements approved by the NJBPU that prohibit ACE from paying a dividend on its common shares if (1) after the dividend payment, ACE's common equity ratio would be below 48 % as calculated pursuant to the NJBPU's ratemaking precedents, or (2) ACE's senior corporate issuer or senior unsecured credit rating is rated by one of the three major credit rating agencies below investment grade. ACE is also subject to a dividend restriction which requires ACE to notify and obtain the prior approval of the NJBPU before dividends can be paid if its equity as a percent of its total capitalization, excluding securitization debt, falls below 30 %. No such events have occurred.
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 USAO requiring production of records of any communications with certain individuals and entities. The Companies cooperated fully with the USAO and any government requests or inquiries. On July 17, 2020, ComEd entered into a DPA with the USAO to resolve the USAO investigation into its historical state legislative lobbying and related practices in Illinois. The agreement resolved the Department of Justice, investigation into both ComEd and Exelon. which included a payment to the U.S. Treasury of $ 200 million, which was paid in November 2020. The three-year term of the DPA ended on July 17, 2023, and on that same date the court granted the USAO’s motion to dismiss the pending charge against ComEd that had been deferred by the DPA.
Subsequent to Exelon announcing the receipt of the USAO subpoenas, various lawsuits were filed related to the subject of the subpoenas, and the conduct described in the DPA. Several putative class actions were brought in federal and state court by ComEd customers. These actions were dismissed prior to discovery or trial and those dismissals were affirmed on appeal. A putative class action alleging misrepresentations and omissions in Exelon’s SEC filings related to ComEd’s lobbying activities and the related investigations was also brought in federal court against Exelon and ComEd, which was subsequently settled.
In addition, subsequent to Exelon announcing the receipt of the USAO subpoenas, several shareholders sent letters to the Exelon Board of Directors 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. In the first quarter of 2021, the Exelon Board of Directors appointed a Special Litigation Committee (SLC) consisting of disinterested and independent parties to investigate and address these shareholders’ allegations and make recommendations to the Exelon Board of Directors based on the outcome of the SLC’s investigation. In July 2021, one of the demand letter shareholders filed a derivative action against current and former Exelon and ComEd officers and directors, and against Exelon, as nominal defendant, asserting the same claims made in its demand letter. Since that date, multiple parties have filed separate derivative lawsuits that were subsequently consolidated. On October 12, 2021, the parties filed an agreed motion to stay the litigation for 120 days in order to allow the SLC to continue its investigation, which the court granted. The stay was extended several times. Through mediation efforts, a settlement of the derivative claims was reached by the SLC, the Independent Review Committee of the Board (which had been formed in the third quarter of 2022, to ensure the Board’s consideration of any SLC recommendations would be independent and objective), the Board, and certain of the derivative shareholders. On June 16, 2023, the SLC filed a motion for preliminary approval of the settlement, attaching the Stipulation and Agreement of Settlement (Stipulation), which contained the terms of the proposed settlement. The proposed settlement terms include but are not limited to: a payment of $ 40 million to Exelon by Exelon’s insurers of which $ 10 million constitutes the attorneys’ fee award to be paid to the Settling Shareholders’ counsel; various compliance and disclosure-related reforms; and certain changes in Board and Committee composition. The non-settling shareholders objected to the settlement and opposed preliminary approval. On September 20, 2024, the court denied without prejudice the SLC’s motion for preliminary approval. The court’s order provided that if the SLC can substantiate or otherwise revise the attorneys’ fees aspect of the settlement, then the SLC could renew its motion for preliminary approval by October 21, 2024. On October 21, 2024, the SLC filed its second renewed motion for preliminary approval, and the Settling Shareholders filed a brief in support of the SLC's second renewed motion for preliminary approval. On November 20, 2024, the non-settling plaintiffs filed an opposition to the renewed motion for preliminary approval. On December 18, 2024, the SLC and Settling Shareholders filed replies in support of the
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renewed motion for preliminary approval. The court granted the renewed motion for preliminary approval on November 17, 2025, and set the final settlement approval hearing for March 18, 2026.
Maryland Sales and Use Tax Refund Claim (Exelon, BGE, PHI, Pepco, and DPL). Maryland imposes a 6% sales and use tax on the purchase of most goods and services. BGE, Pepco, and DPL have filed or plan to file protective refund claims, totaling an estimated $ 100 million, treating electric transmission and distribution machinery and equipment as nontaxable pursuant to the manufacturing exemption available under the Maryland sales and use tax law. The Maryland Comptroller has initially denied the refund claim and litigation is pending.
On November 22, 2024, the Appellate Court of Maryland, in a case involving a regulated electric utility operating in Maryland, ruled the purchase of certain transmission and distribution equipment qualify for the sales tax manufacturing exemption. On December 20, 2024, the Maryland Attorney General, on behalf of the Maryland Comptroller, filed a motion for reconsideration with the Appellate Court of Maryland of its ruling. The motion for reconsideration was denied on February 3, 2025.
On February 18, 2025, the Maryland Attorney General, on behalf of the Maryland Comptroller, filed a petition with the Maryland Supreme Court requesting review of the Appellate Court of Maryland's ruling. On April 24, 2025, the Maryland Supreme Court granted the petition to review the ruling. On October 1, 2025, the Maryland Supreme Court heard oral arguments in the case.
In the event transmission and distribution equipment is determined to be exempt, Exelon, BGE, PHI, Pepco, and DPL will record estimated receivables of $ 100 million, $ 65 million, $ 35 million, $ 25 million, and $ 10 million, respectively. The sales tax payments were primarily capitalized; therefore, the refund would be recorded as a reduction to PP&E included in rate base.
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 Registrants are also from time to time subject to audits and investigations by the FERC and other regulators. The assessment of whether a loss is probable or reasonably possible, and whether the loss or a range of loss is estimable, often involves a series of complex judgments about future events. The Registrants maintain accruals for such losses that are probable of being incurred and subject to reasonable estimation. Management is sometimes unable to estimate an amount or range of reasonably possible loss, particularly where (1) the damages sought are indeterminate, (2) the proceedings are in the early stages, or (3) the matters involve novel or unsettled legal theories. In such cases, there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including a possible eventual loss.
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(Dollars in millions, except per share data unless otherwise noted)
Note 17 — Shareholders' Equity
17. Shareholders' Equity (All Registrants)
At-the-Market Program (Exelon)
On August 4, 2022, Exelon executed an equity distribution agreement (“2022 Equity Distribution Agreement”), with certain sales agents and forward sellers and certain forward purchasers, establishing an ATM equity distribution program under which it may offer and sell shares of its Common stock, having an aggregate gross sales price of up to $ 1 billion through August 3, 2025. On May 2, 2025, Exelon executed an additional equity distribution agreement ("2025 Equity Distribution Agreement" and, together with the August 4, 2022 Equity Distribution Agreement, "Equity Distribution Agreements"), with certain sales agents and forward sellers and certain forward purchasers, establishing an ATM equity distribution program which it may offer and sell shares of its Common stock, having an aggregate gross sales price of up to $ 2.5 billion through May 2, 2028. The 2025 Equity Distribution Agreement replaced the 2022 Equity Distribution Agreement. Exelon has no obligation to offer or sell any shares of Common stock under the 2025 Equity Distribution Agreement and may, at any time, suspend or terminate offers and sales under the 2025 Equity Distribution Agreement. Exelon issued the following shares of Common stock in the years ended December 31, 2025, 2024, and 2023:
Effective Period
Shares Issued
(in millions)
Weighted-Average Price (a)
Net Proceeds (b)
(in millions)
2025 (c)
16.0 $ 43.24 $ 691
2024 4.0 $ 37.60 $ 148
2023 3.6 $ 39.58 $ 140
_________
(a) The 2025 weighted-average price is a net weighted-average price. The 2024 and 2023 weighted-average prices are the gross weighted-average prices as previously disclosed in the 2024 Form 10-K. The 2024 and 2023 weighted-average net prices are $ 37.04 and $ 38.99 , respectively.
(b) Proceeds were used for general corporate purposes.
(c) In Q4 2025, Exelon settled the entire forward sale agreements with a December 15, 2025 maturity date that had been entered into by various forward sellers under the ATM program as outlined below.
In addition, during the twelve months ended December 31, 2025, Exelon entered into various forward sale agreements under the 2025 ATM programs. The forward sale agreements require Exelon to, at its election prior to the maturity date, either (i) physically settle the transactions by issuing shares of its Common stock to the forward counterparties in exchange for net proceeds at the then-applicable forward sale price specified by the agreements or (ii) net settle the transactions in whole or in part through the delivery to the forward counterparties or receipt from the forward counterparties of cash or shares in accordance with the provisions of the agreements. The following forward sale agreements were entered into under Exelon’s ATM programs in 2025:
Effective Period Shares Available
(in millions) Weighted-Average Net Price Maturity Date
Q1 2025 5.7 $ 43.24 December 15, 2025
Q2 2025 6.2 $ 43.51 December 15, 2025
Q2 2025 3.6 $ 43.17 November 16, 2026
Q3 2025 11.5 $ 43.73 December 15, 2026
Q4 2025 0.8 $ 45.42 December 15, 2026
No amounts have been or will be recorded on Exelon's balance sheet with respect to the equity offerings until the equity forward sale agreements have been settled. Each initial forward sale price is subject to adjustment on a daily basis based on a floating interest rate factor and will decrease by other fixed amounts specified in the agreements. Until settlement of the equity forward, earnings per share dilution resulting from the agreement, if any, will be determined under the treasury stock method. For the twelve months ended December 31, 2025, approximately 15.4 million shares under the forward sale agreements were not included in the calculation of diluted earnings per share because their effect would have been antidilutive.
Inclusive of the impact of the forward sale agreements, $ 1.5 billion of Common stock remained available for sale pursuant to the ATM program as of December 31, 2025.
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(Dollars in millions, except per share data unless otherwise noted)
Note 17 — Shareholders' Equity
ComEd Common Stock Warrants
The following table presents warrants outstanding to purchase ComEd common stock and shares of common stock reserved for the conversion of warrants. The warrants entitle the holders to convert such warrants into common stock of ComEd at a conversion rate of one share of common stock for three warrants.
December 31,
2025 2024
Warrants outstanding
59,960 59,970
Common Stock reserved for conversion 19,987 19,990
Share Repurchases
There currently is no Exelon Board of Director authority to repurchase shares. Any previous shares repurchased are held as treasury shares, at cost, unless cancelled or reissued at the discretion of Exelon’s management.
Preferred and Preference Securities
The following table presents Exelon, ComEd, PECO, BGE, Pepco, and ACE's shares of preferred securities authorized, none of which were outstanding, as of December 31, 2025 and 2024. There are no shares of preferred securities authorized for DPL.
Preferred Securities Authorized
Exelon 100,000,000
ComEd 850,000
PECO 15,000,000
BGE 1,000,000
Pepco 6,000,000
ACE (a)
2,799,979
_________
(a) Includes 799,979 shares of cumulative preferred stock and 2,000,000 of no par value preferred stock as of December 31, 2025 and 2024.
The following table presents ComEd, BGE, and ACE's preference securities authorized, none of which were outstanding as of December 31, 2025 and 2024. There are no shares of preference securities authorized for Exelon, PECO, Pepco, and DPL.
Preference Securities Authorized
ComEd 6,810,451
BGE (a)
6,500,000
ACE 3,000,000
__________
(a) Includes 4,600,000 shares of unclassified preference securities and 1,900,000 shares of previously redeemed preference securities as of December 31, 2025 and 2024.
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(Dollars in millions, except per share data unless otherwise noted)
Note 18 — Stock-Based Compensation Plans
18. Stock-Based Compensation Plans (All Registrants)
Stock-Based Compensation Plans
Exelon grants stock-based awards through its LTIP, which primarily includes performance share awards and restricted stock units. At December 31, 2025, there were approximately 32 million shares authorized for issuance under the LTIP. For the years ended December 31, 2025, 2024, and 2023, exercised and distributed stock-based awards were primarily issued from authorized but unissued Common stock shares.
The Registrants grant cash awards. The following table does not include expense related to these plans as they are not considered stock-based compensation plans under the applicable authoritative guidance.
The following table presents the stock-based compensation expense included in Exelon's Consolidated Statements of Operations and Comprehensive Income. The Utility Registrants' stock-based compensation expense for the years ended December 31, 2025, 2024, and 2023 was not material.
Year Ended December 31,
Exelon 2025 2024 2023
Total stock-based compensation expense included in Operating and maintenance expense $ 41 $ 34 $ 21
Income tax benefit ( 10 ) ( 8 ) ( 5 )
Total after-tax stock-based compensation expense $ 31 $ 26 $ 16
Exelon receives a tax deduction based on the intrinsic value of the award on the distribution date for performance share awards and restricted stock units. For each award, throughout the requisite service period, Exelon recognizes the tax benefit related to compensation costs. The following table presents information regarding Exelon’s realized tax benefit when distributed:
Year Ended December 31,
2025 2024 2023
Performance share awards $ 6 $ 9 $ 8
Restricted stock units 3 4 6
Performance Share Awards
Performance share awards are granted under the LTIP. The performance share awards granted in 2025 and 2024 are settled in common stock at the end of the three-year performance period. The performance share awards granted prior to 2024 are settled 50 % in common stock and 50 % in cash at the end of the three-year performance period, except for awards that are settled 100 % in cash if certain ownership requirements are satisfied.
The common stock portion of the performance share awards is considered an equity award and is valued based on Exelon's stock price on the grant date. The cash portion of the performance share awards is considered a liability award which is remeasured each reporting period based on Exelon’s current stock price. As the value of the common stock and cash portions of the awards are based on Exelon’s stock price during the performance period, coupled with changes in the total shareholder return modifier and expected payout of the award, the compensation costs are subject to volatility until payout is established.
For nonretirement-eligible employees, stock-based compensation costs are recognized over the vesting period of three years using the straight-line method. For performance share awards granted to retirement-eligible employees, the value of the performance shares is recognized ratably over the vesting period, which is the year of grant for the employee who is retirement eligible prior to December 31 of the grant year or through the date of which the employee reaches retirement eligibility. Exelon processes forfeitures as they occur for employees who do not complete the requisite service period.
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Note 18 — Stock-Based Compensation Plans
The following table summarizes Exelon’s nonvested performance share awards activity:
Shares Weighted Average
Grant Date Fair
Value (per share)
Nonvested at December 31, 2024 (a)
611,525 $ 39.66
Granted 636,717 42.45
Change in performance 150,204 39.29
Vested ( 167,063 ) 43.09
Forfeited ( 139,898 ) 40.22
Undistributed vested awards (b)
( 450,924 ) 41.71
Nonvested at December 31, 2025 (a)
640,561 $ 39.87
__________
(a) Excludes 1,083,128 and 635,526 of performance share awards issued to retirement-eligible employees as of December 31, 2025 and 2024, respectively, as they are fully vested.
(b) Represents performance share awards that vested but were not distributed to retirement-eligible employees during 2025.
The following table summarizes the weighted average grant date fair value and the total fair value of performance share awards vested.
Year Ended December 31,
2025 (a)
2024 2023
Weighted average grant date fair value (per share) $ 42.45 $ 35.29 $ 41.82
Total fair value of performance shares vested 25 27 17
Total fair value of performance shares settled in cash 16 27 26
__________
(a) As of December 31, 2025, $ 8 million of total unrecognized compensation costs related to nonvested performance shares are expected to be recognized over the remaining weighted-average period of 1.8 years.
Restricted Stock Units
Restricted stock units are granted under the LTIP with the majority being settled in a specific number of shares of common stock after the service condition has been met. The corresponding cost of services is measured based on the grant date fair value of the restricted stock unit issued.
The value of the restricted stock units is expensed over the requisite service period using the straight-line method. The requisite service period for restricted stock units is generally three to five years . However, certain restricted stock unit awards become fully vested upon the employee reaching retirement-eligibility. For restricted stock units granted to retirement-eligible employees, the value of the restricted stock units is either recognized ratably over the first six months in the year of grant if the employee reaches retirement eligibility prior to July 1st of the grant year or through the date of which the employee reaches retirement eligibility. Exelon processes forfeitures as they occur for employees who do not complete the requisite service period.
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Note 18 — Stock-Based Compensation Plans
The following table summarizes Exelon’s nonvested restricted stock unit activity:
Shares Weighted Average
Grant Date Fair
Value (per share)
Nonvested at December 31, 2024 (a)
293,589 $ 39.29
Granted 338,787 40.47
Vested ( 163,374 ) 40.59
Forfeited ( 63,960 ) 39.05
Undistributed vested awards (b)
( 199,280 ) 40.41
Nonvested at December 31, 2025 (a)
205,762 $ 39.19
__________
(a) Excludes 363,156 and 126,732 of restricted stock units issued to retirement-eligible employees as of December 31, 2025 and 2024, respectively, as they are fully vested.
(b) Represents restricted stock units that vested but were not distributed to retirement-eligible employees during 2025.
The following table summarizes the weighted average grant date fair value and the total fair value of restricted stock units vested.
Year Ended December 31,
2025 (a)
2024 2023
Weighted average grant date fair value (per share) $ 40.47 $ 35.54 $ 41.84
Total fair value of restricted stock units vested 15 21 15
__________
(a) As of December 31, 2025, $ 4 million of total unrecognized compensation costs related to nonvested restricted stock units are expected to be recognized over the remaining weighted-average period of 1.8 years.
19. Changes in Accumulated Other Comprehensive Income (Loss) (Exelon)
The following table presents changes in Exelon's AOCI, net of tax, by component:
Cash Flow
Hedges Pension and
Non-Pension
Postretirement
Benefit Plan
Items (a)
Total
Balance at December 31, 2022 $ 2 $ ( 640 )
$ ( 638 )
OCI before reclassifications ( 4 ) ( 109 ) ( 113 )
Amounts reclassified from AOCI ( 1 ) 26 25
Net current-period OCI $ ( 5 ) $ ( 83 ) $ ( 88 )
Balance at December 31, 2023 $ ( 3 ) $ ( 723 ) $ ( 726 )
OCI before reclassifications 52 ( 70 ) ( 18 )
Amounts reclassified from AOCI ( 4 ) 28 24
Net current-period OCI $ 48 $ ( 42 ) $ 6
Balance at December 31, 2024 $ 45 $ ( 765 ) $ ( 720 )
OCI before reclassifications ( 7 ) ( 52 ) ( 59 )
Amounts reclassified from AOCI ( 5 ) 22 17
Net current-period OCI $ ( 12 ) $ ( 30 ) $ ( 42 )
Balance at December 31, 2025 $ 33 $ ( 795 ) $ ( 762 )
__________
(a) This AOCI component is included in the computation of net periodic pension and OPEB cost. See Note 12 — Retirement Benefits for additional information. See Exelon's Statements of Operations and Comprehensive Income for individual components of AOCI.
257
Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)
Note 19 — Changes in Accumulated Other Comprehensive Income (Loss)
The following table presents Income tax benefit (expense) allocated to each component of Exelon's Other comprehensive income (loss):
For the Years Ended December 31,
2025 2024 2023
Pension and non-pension postretirement benefit plans:
Actuarial losses reclassified to periodic benefit cost $ ( 9 ) $ ( 10 ) $ ( 8 )
Pension and non-pension postretirement benefit plans valuation adjustments 15 23 33
Unrealized gains on cash flow hedges 2 ( 15 ) 2
20. 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.
Taxes other than income taxes
Exelon ComEd PECO BGE PHI Pepco DPL ACE
For the Year Ended December 31, 2025
Utility (a)
$ 1,003 $ 319 $ 202 $ 112 $ 369 $ 335 $ 30 $ 4
Property 474 45 19 239 170 113 54 2
Payroll 135 37 18 18 29 6 4 3
For the Year Ended December 31, 2024
Utility (a)
$ 925 $ 300 $ 179 $ 105 $ 341 $ 310 $ 27 $ 4
Property 431 32 19 221 159 108 48 3
Payroll 134 37 17 19 28 6 4 3
For the Year Ended December 31, 2023
Utility (a)
$ 875 $ 299 $ 166 $ 97 $ 313 $ 283 $ 26 $ 4
Property 401 33 16 205 147 101 44 2
Payroll 124 31 17 18 27 6 5 3
__________
(a) The 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.
Other, net
Exelon ComEd PECO BGE PHI Pepco DPL ACE
For the Year Ended December 31, 2025
AFUDC—Equity $ 183 $ 66 $ 36 $ 40 $ 41 $ 31 $ 6 $ 4
Non-service net periodic benefit cost ( 52 ) — — — — — — —
For the Year Ended December 31, 2024
AFUDC—Equity $ 157 $ 46 $ 32 $ 25 $ 54 $ 40 $ 12 $ 2
Non-service net periodic benefit cost ( 38 ) — — — — — — —
For the Year Ended December 31, 2023
AFUDC—Equity $ 151 $ 33 $ 31 $ 16 $ 71 $ 54 $ 10 $ 7
Non-service net periodic benefit cost ( 18 ) — — — — — — —
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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)
Note 20 — Supplemental Financial Information
Supplemental Cash Flow Information
The following tables provide additional information about material items recorded in the Registrants' Consolidated Statements of Cash Flows.
Depreciation, amortization, and accretion
Exelon ComEd PECO BGE PHI Pepco DPL ACE
For the Year Ended December 31, 2025
Property, plant, and equipment (a)
$ 3,043 $ 1,223 $ 451 $ 503 $ 810 $ 360 $ 226 $ 223
Amortization of regulatory assets (a)
594 337 3 129 125 73 26 25
Amortization of intangible assets, net (a)
3 — — — — — — —
ARO accretion (b)
3 — — — 2 2 — —
Total depreciation, amortization, and accretion $ 3,643 $ 1,560 $ 454 $ 632 $ 937 $ 435 $ 252 $ 248
For the Year Ended December 31, 2024
Property, plant, and equipment (a)
$ 2,910 $ 1,167 $ 414 $ 490 $ 782 $ 336 $ 218 $ 211
Amortization of regulatory assets (a)
676 347 14 148 164 70 27 67
Amortization of intangible assets, net (a)
8 — — — — — — —
ARO accretion (b)
2 — — — 1 1 — —
Total depreciation and amortization $ 3,596 $ 1,514 $ 428 $ 638 $ 947 $ 407 $ 245 $ 278
For the Year Ended December 31, 2023
Property, plant, and equipment (a)
$ 2,778 $ 1,095 $ 383 $ 509 $ 737 $ 311 $ 208 $ 195
Amortization of regulatory assets (a)
720 308 14 145 253 130 36 88
Amortization of intangible assets, net (a)
8 — — — — — — —
Total depreciation, amortization, and accretion $ 3,506 $ 1,403 $ 397 $ 654 $ 990 $ 441 $ 244 $ 283
__________
(a) Included in Depreciation and amortization expense in the Registrants' Consolidated Statements of Operations and Comprehensive Income.
(b) Included in Operating and maintenance expense in Exelon's Consolidated Statements of Operations and Comprehensive Income.
Cash paid (refunded) during the year
Exelon ComEd PECO BGE PHI Pepco DPL ACE
For the Year Ended December 31, 2025
Interest (net of amount capitalized) $ 2,021 $ 511 $ 242 $ 231 $ 392 $ 205 $ 96 $ 78
Income taxes (net of refunds) 12 224 ( 186 ) ( 95 ) 114 88 20 11
For the Year Ended December 31, 2024
Interest (net of amount capitalized) $ 1,849 $ 485 $ 218 $ 198 $ 355 $ 183 $ 89 $ 74
Income taxes (net of refunds) 81 250 128 100 150 96 57 20
For the Year Ended December 31, 2023
Interest (net of amount capitalized) $ 1,616 $ 441 $ 200 $ 171 $ 301 $ 153 $ 69 $ 68
Income taxes (net of refunds) 10 11 ( 24 ) 29 21 6 6 9
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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)
Note 20 — Supplemental Financial Information
Other non-cash operating activities
Exelon ComEd PECO BGE PHI Pepco DPL ACE
For the Year Ended December 31, 2025
Pension and OPEB costs $ 273 $ 85 $ 7 $ 62 $ 96 $ 35 $ 17 $ 13
Allowance for credit losses 256 55 97 26 78 37 17 24
True-up adjustments to decoupling mechanisms and formula rates (a)
746 596 — 87 63 49 16 ( 2 )
Amortization of operating ROU asset 28 — — 7 16 5 6 2
Change in environmental liabilities — — — — 1 1 — —
AFUDC - Equity ( 183 ) ( 66 ) ( 36 ) ( 41 ) ( 41 ) ( 31 ) ( 5 ) ( 4 )
For the Year Ended December 31, 2024
Pension and OPEB costs (benefit) $ 252 $ 72 $ ( 1 ) $ 59 $ 93 $ 32 $ 15 $ 12
Allowance for credit losses 208 23 91 25 69 30 10 28
True-up adjustments to decoupling mechanisms and formula rates (a)
109 151 ( 6 ) ( 52 ) 16 ( 15 ) 10 21
Amortization of operating ROU asset 38 — — 6 26 6 6 3
Change in environmental liabilities — — — — — — — —
AFUDC - Equity ( 157 ) ( 46 ) ( 32 ) ( 25 ) ( 54 ) ( 40 ) ( 12 ) ( 2 )
For the Year Ended December 31, 2023
Pension and OPEB costs (benefit) $ 198 $ 26 $ ( 14 ) $ 56 $ 99 $ 34 $ 18 $ 13
Allowance for credit losses 125 4 45 16 60 33 10 17
True-up adjustments to decoupling mechanisms and formula rates (a)
( 708 ) ( 556 ) 7 ( 84 ) ( 77 ) ( 22 ) ( 21 ) ( 34 )
Amortization of operating ROU asset 39 2 — 5 28 6 8 3
Change in environmental liabilities 37 — — — 37 37 — —
AFUDC - Equity ( 151 ) ( 33 ) ( 31 ) ( 16 ) ( 71 ) ( 54 ) ( 10 ) ( 7 )
__________
(a) For ComEd, reflects the true-up adjustments in Regulatory assets and liabilities associated with its distribution MRP and distribution, energy efficiency, distributed generation, and transmission formula rates. For PECO, reflects the change in Regulatory assets and liabilities associated with its transmission formula rate. For BGE, Pepco, DPL, and ACE, reflects the change in Regulatory assets and liabilities associated with their decoupling mechanisms and transmission formula rates. See Note 2 — Regulatory Matters for additional information.
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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)
Note 20 — Supplemental Financial Information
The following tables provide a reconciliation of cash, restricted cash, and cash equivalents reported within the Registrants' Consolidated Balance Sheets that sum to the total of the same amounts in their Consolidated Statements of Cash Flows.
Cash, restricted cash, and cash equivalents
Exelon ComEd PECO BGE PHI Pepco DPL ACE
Balance at December 31, 2025
Cash and cash equivalents $ 626 $ 159 $ 116 $ 217 $ 103 $ 22 $ 9 $ 22
Restricted cash and cash equivalents 525 454 — 3 38 33 3 2
Restricted cash included in Other deferred debits and other assets 50 50 — — — — — —
Total cash, restricted cash, and cash equivalents $ 1,201 $ 663 $ 116 $ 220 $ 141 $ 55 $ 12 $ 24
Balance at December 31, 2024
Cash and cash equivalents $ 357 $ 105 $ 48 $ 33 $ 139 $ 30 $ 21 $ 14
Restricted cash and cash equivalents 541 486 — 1 24 21 2 —
Restricted cash included in Other deferred debits and other assets 41 41 — — — — — —
Total cash, restricted cash, and cash equivalents $ 939 $ 632 $ 48 $ 34 $ 163 $ 51 $ 23 $ 14
Balance at December 31, 2023
Cash and cash equivalents $ 445 $ 110 $ 42 $ 47 $ 180 $ 48 $ 16 $ 21
Restricted cash and cash equivalents 482 402 9 1 24 24 — —
Restricted cash included in Other deferred debits and other assets 174 174 — — — — — —
Total cash, restricted cash, and cash equivalents $ 1,101 $ 686 $ 51 $ 48 $ 204 $ 72 $ 16 $ 21
Balance at December 31, 2022
Cash and cash equivalents $ 407 $ 67 $ 59 $ 43 $ 198 $ 45 $ 31 $ 72
Restricted cash and cash equivalents 566 327 9 24 175 54 121 —
Restricted cash included in Other deferred debits and other assets 117 117 — — — — — —
Total cash, restricted cash, and cash equivalents $ 1,090 $ 511 $ 68 $ 67 $ 373 $ 99 $ 152 $ 72
For additional information on restricted cash, see Note 1 — Significant Accounting Policies.
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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)
Note 20 — Supplemental Financial Information
Supplemental Balance Sheet Information
The following tables provide additional information about material items recorded in the Registrants' Consolidated Balance Sheets.
Investments
Exelon ComEd PECO BGE PHI Pepco
Balance at December 31, 2025
Rabbi trust investments (a)
$ 278 $ — $ 38 $ 10 $ 157 $ 141
Equity method investments 15 6 7 — 1 —
Other investments 19 — — — — —
Total investments $ 312 $ 6 $ 45 $ 10 $ 158 $ 141
Balance at December 31, 2024
Rabbi trust investments (a)
$ 260 $ — $ 34 $ 10 $ 151 $ 135
Equity method investments 15 6 7 — 1 —
Other investments 15 — — — — —
Total investments $ 290 $ 6 $ 41 $ 10 $ 152 $ 135
__________
(a) The Registrants’ debt and equity security investments and life insurance contracts are recorded at fair market value.
Accrued expenses
Exelon ComEd PECO BGE PHI Pepco DPL ACE
Balance at December 31, 2025
Compensation-related accruals (a)
$ 705 $ 209 $ 96 $ 99 $ 125 $ 35 $ 24 $ 17
Taxes accrued 242 94 306 191 107 69 25 18
Interest accrued 538 155 75 55 92 49 18 20
Balance at December 31, 2024
Compensation-related accruals (a)
$ 679 $ 197 $ 87 $ 88 $ 132 $ 38 $ 26 $ 18
Taxes accrued 217 96 13 34 110 92 11 11
Interest accrued 468 150 60 50 83 44 16 18
__________
(a) Primarily includes accrued payroll, bonuses and other incentives, vacation, and benefits.
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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)
Note 21 — Related Party Transactions
21. Related Party Transactions (All Registrants)
Service Company Costs for Corporate Support
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 regarding BSC and PHISCO.
The following table presents the service company costs allocated to the Registrants:
Operating and maintenance from affiliates Capitalized costs from affiliates
For the years ended December 31, For the years ended December 31,
2025 2024 2023 2025 2024 2023
Exelon
BSC $ 683 $ 633 $ 670
PHISCO 109 114 96
ComEd
BSC $ 404 $ 418 $ 353 279 254 307
PECO
BSC 246 243 213 105 112 120
BGE
BSC 251 246 221 123 110 90
PHI
BSC 200 200 177 176 157 153
PHISCO — — — 109 114 95
Pepco
BSC 126 125 114 76 70 59
PHISCO 119 125 122 47 50 39
DPL
BSC 80 78 73 52 49 43
PHISCO 98 103 98 33 34 29
ACE
BSC 64 64 59 40 32 47
PHISCO 91 97 92 29 30 26
Current Receivables from/Payables to Affiliates
The following tables present current Receivables from affiliates and current Payables to affiliates:
December 31, 2025
Receivables from affiliates:
Payables to affiliates: ComEd PECO BGE Pepco DPL ACE BSC PHISCO Other Total
ComEd $ — $ — $ — $ — $ — $ 76 $ — $ 5 $ 81
PECO $ — — — — — 33 — 2 35
BGE — — — — — 39 — — 39
PHI — — — — — — 5 2 11 18
Pepco — — — — — 25 11 1 37
DPL — — — — — 15 10 — 25
ACE — — — — — 14 10 — 24
Other 5 — 1 — 2 12 — — 20
Total $ 5 $ — $ 1 $ — $ 2 $ 12 $ 207 $ 33 $ 19 $ 279
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Combined Notes to Consolidated Financial Statements
(Dollars in millions, except per share data unless otherwise noted)
Note 21 — Related Party Transactions
December 31, 2024
Receivables from affiliates:
Payables to affiliates: ComEd PECO BGE Pepco DPL ACE BSC PHISCO Other Total
ComEd $ — $ — $ — $ — $ — $ 67 $ — $ 10 $ 77
PECO $ — — — — — 37 — 4 41
BGE — — — — — 47 — 1 48
PHI — — — — — — 7 1 10 18
Pepco — — — — — 21 15 1 37
DPL — — — — — 14 11 1 26
ACE — — — — — 11 10 1 22
Other 4 — — 1 — 7 — — 12
Total $ 4 $ — $ — $ 1 $ — $ 7 $ 204 $ 37 $ 28 $ 281
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. PECO and PHI Corporate participate in the Exelon money pool. Pepco, DPL, and ACE participate in the PHI intercompany money pool.
Long-term Debt to Financing Trusts
The following table presents Long-term debt to financing trusts:
At December 31,
2025 2024
Exelon ComEd PECO Exelon ComEd PECO
ComEd Financing III $ 206 $ 206 $ — $ 206 $ 206 $ —
PECO Trust III 81 — 81 81 — 81
PECO Trust IV 103 — 103 103 — 103
Total $ 390 $ 206 $ 184 $ 390 $ 206 $ 184
Charitable Contributions
In December 2025, Exelon Corporation made an unconditional promise to give $ 30 million to the Exelon Foundation. The contribution was recorded in Operating and maintenance expense within the Consolidated Statements of Operations and Comprehensive Income with the offset in Other current liabilities on the Consolidated Balance Sheets.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
All Registrants
None.
ITEM 9A. CONTROLS AND PROCEDURES
All Registrants—Disclosure Controls and Procedures
During the fourth quarter of 2025, each of the Registrant's management, including its principal executive officer and principal financial officer, evaluated disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) as of the end of the period covered by this report, pursuant to Exchange Act Rules 13a‑15(b) and 15d‑15(b). These disclosure controls and procedures have been designed by the Registrants to ensure that (a) material information relating to that Registrant, including its consolidated subsidiaries, is accumulated and made known to that Registrant’s management, including its principal executive officer and principal financial officer, by other employees of that Registrant and its subsidiaries as appropriate to allow timely decisions regarding required disclosure, and (b) this information is recorded, processed, summarized, evaluated, and reported, as applicable, within the time periods specified in the SEC’s rules and forms. Due to the inherent limitations of control systems, not all misstatements may be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls could be circumvented by the individual acts of some persons or by collusion of two or more people.
Accordingly, as of December 31, 2025, the principal executive officer and principal financial officer of each of the Registrants concluded that such Registrant’s disclosure controls and procedures were effective. (Item 307 of Regulation S‑K).
All Registrants—Changes in Internal Control Over Financial Reporting
Each Registrant continually strives to improve its disclosure controls and procedures to enhance the quality of its financial reporting and to maintain dynamic systems that change as conditions warrant. However, there were no changes in internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(d) and 15d‑15(d)) that occurred during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, any of the Registrants' internal control over financial reporting.
All Registrants—Internal Control Over Financial Reporting
Management is required to assess and report on the effectiveness of its internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f)) as of December 31, 2025. As a result of that assessment, management determined that there were no material weaknesses as of December 31, 2025 and therefore concluded that each Registrant’s internal control over financial reporting was effective. Management’s Report on Internal Control Over Financial Reporting is included in ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
ITEM 9B. OTHER INFORMATION
All Registrants
None of our officers or directors, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the three months ended December 31, 2025.
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ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable
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PART III
PECO, BGE, PHI, Pepco, DPL, and ACE meet the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K for a reduced disclosure format. Accordingly, all items in this section relating to PECO, BGE, PHI, Pepco, DPL, and ACE are not presented.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Executive Officers
The information required by ITEM 10 relating to executive officers is set forth above in ITEM 1. BUSINESS—Executive Officers of the Registrants as of February 12, 2026.
Directors, Director Nomination Process and Audit Committee
The information required under ITEM 10 concerning directors and nominees for election as directors at the annual meeting of shareholders (Item 401 of Regulation S-K), compliance with Section 16(a) of the Exchange Act (Item 405 of Regulation S-K), the director nomination process (Item 407(c)(3)), and the audit committee (Item 407(d)(4) and (d)(5)) is incorporated herein by reference to information to be contained in Exelon’s Proxy Statement for the 2026 Annual Meeting of Shareholders (2026 Exelon Proxy Statement) and the ComEd information statement (2026 ComEd Information Statement) to be filed with the SEC on or before April 30, 2026 pursuant to Regulation 14A or 14C, as applicable, under the Securities Exchange Act of 1934.
Code of Ethics
Exelon’s Code of Business Conduct is the code of ethics that applies to all directors, officers, and employees of the Registrants and their subsidiaries. The Code of Business Conduct is filed as Exhibit 14 to this report and is available on Exelon’s website at www.exeloncorp.com. The Code of Business Conduct will be made available, without charge, in print to any shareholder who requests such document from Exelon's Corporate Secretary, 10 South Dearborn Street, P.O. Box 805398, Chicago, Illinois 60680-5398.
If any substantive amendments to the Code of Business Conduct are made or any waivers are granted, including any implicit waiver, from a provision of the Code of Business Conduct, to its Chief Executive Officer, Chief Financial Officer or Corporate Controller, Exelon will disclose the nature of such amendment or waiver on Exelon’s website, www.exeloncorp.com, or in a report on Form 8-K.
Insider Trading Policy
Exelon has adopted insider trading policies and procedures governing transactions in securities of the Registrants and their subsidiaries by directors, officers, and employees, or the Registrants themselves, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Registrants. A copy of the Exelon Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
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ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be set forth under the sections captioned "Compensation Discussion and Analysis" and "Talent Management and Compensation Committee Report" in the 2026 Exelon Proxy Statement or the section captioned "Executive Compensation" in the 2026 ComEd Information Statement, which are incorporated herein by reference.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The additional information required by this item will be set forth under Ownership of Exelon Stock in the 2026 Exelon Proxy Statement or the 2026 ComEd Information Statement, which are incorporated herein by reference.
No ComEd securities are authorized for issuance under equity compensation plans.
Securities Authorized for Issuance under Exelon Equity Compensation Plans
[A] [B] [C]
Plan Category Number of securities to
be issued upon
exercise of outstanding
Options, warrants and
rights (Note 1) Weighted-average
price of outstanding
Options, warrants
and rights (Note 2) Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in
column [A]) (Note 3)
Equity compensation plans approved by security holders 3,786,845 $ — 37,917,762
__________
(1) The equity compensation plans approved by the Company’s shareholders are the Exelon Corporation 2020 Long-Term Incentive Plan and the Exelon Corporation Employee Stock Purchase Plan, as amended and restated effective September 25, 2019. See Note 18 — Stock-Based Compensation Plans of the Combined Notes to Consolidated Financial Statements for additional information about the material features of the plans.
The number in column (A) includes: (i) 586,598 unvested restricted stock units and 2,906,398 unvested performance shares that were granted under the Exelon LTIP or predecessor company plans (including shares awarded under those plans and deferred into the stock deferral plan), both including accrued and reinvested dividends, and (ii) 293,849 deferred stock units granted to directors as part of their compensation.
For reporting purposes, the number of unvested performance shares includes: (i) the 2023-2025 performance share awards at maximum payout, assuming half of the shares are settled in cash and half in Exelon stock; and (ii) the 2024-2026 and 2025-2027 performance share awards at maximum payout, assuming settlement all in Exelon stock, pursuant to the terms of the long-term incentive program. Performance share awards may be paid between 0% and 200% of target, depending on the achievement of performance goals established for such awards.
(2) There are no outstanding stock options. The weighted-average price reported in column B does not take the performance shares and shares credited to deferred compensation plans into account.
(3) Includes 9,200,672 shares remaining available for issuance from the employee stock purchase plan.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The additional information required by this item will be set forth under the sections captioned "Related Person Transactions" and "Director Independence" in the 2026 Exelon Proxy Statement or the sections captioned "Related Person Transactions," "Independence Standards," and "Director Nominees" in the 2026 ComEd Information Statement, which are incorporated herein by reference.
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item will be set forth under the section captioned "Ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Auditor for 2026" in the 2026 Exelon Proxy Statement and the section captioned "Audit Matters" in the 2026 ComEd Information Statement, which are incorporated herein by reference.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as a part of this report:
(1) Exelon
(i) Financial Statements (Item 8):
Report of Independent Registered Public Accounting Firm dated February 12, 2026 of PricewaterhouseCoopers LLP (PCAOB ID 238 )
Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2025, 2024, and 2023
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023
Consolidated Balance Sheets at December 31, 2025 and 2024
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2025, 2024, and 2023
Notes to Consolidated Financial Statements
(ii) Financial Statement Schedules:
Schedule I—Condensed Financial Information of Parent (Exelon Corporate) at December 31, 2025 and 2024 and for the Years Ended December 31, 2025, 2024, and 2023
Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2025, 2024, and 2023
Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto.
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Exelon Corporation and Subsidiary Companies
Schedule I – Condensed Financial Information of Parent (Exelon Corporate)
Condensed Statements of Operations and Other Comprehensive Income
For the Years Ended December 31,
(In millions) 2025 2024 2023
Operating expenses
Operating and maintenance $ 92 $ 7 $ 88
Operating and maintenance from affiliates 8 8 7
Other 1 1 1
Total operating expenses 101 16 96
Operating loss ( 101 ) ( 16 ) ( 96 )
Other income and (deductions)
Interest expense, net ( 684 ) ( 593 ) ( 544 )
Equity in earnings of investments 3,335 2,887 2,728
Interest income from affiliates, net 11 15 9
Other, net 28 22 19
Total other income and (deductions) 2,690 2,331 2,212
Income from before income taxes 2,589 2,315 2,116
Income taxes ( 179 ) ( 145 ) ( 212 )
Net income $ 2,768 $ 2,460 $ 2,328
Other comprehensive income (loss), net of income taxes
Pension and non-pension postretirement benefit plans:
Actuarial losses reclassified to periodic benefit cost 22 28 26
Pension and non-pension postretirement benefit plans valuation adjustments ( 52 ) ( 70 ) ( 109 )
Unrealized (loss) gain on cash flow hedges ( 12 ) 48 ( 5 )
Other comprehensive (loss) income ( 42 ) 6 ( 88 )
Comprehensive income $ 2,726 $ 2,466 $ 2,240
See the Notes to Financial Statements
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Exelon Corporation and Subsidiary Companies
Schedule I – Condensed Financial Information of Parent (Exelon Corporate)
Condensed Statements of Cash Flows
For the Years Ended December 31,
(In millions) 2025 2024 2023
Net cash flows provided by operating activities $ 1,775 $ 2,022 $ 1,486
Cash flows from investing activities
Changes in Exelon intercompany money pool ( 33 ) 8 ( 43 )
Investment in affiliates ( 2,055 ) ( 1,568 ) ( 1,864 )
Other investing activities ( 1 ) ( 2 ) ( 1 )
Net cash flows used in investing activities ( 2,089 ) ( 1,562 ) ( 1,908 )
Cash flows from financing activities
Changes in short-term borrowings ( 427 ) ( 99 ) 78
Proceeds from short-term borrowings with maturities greater than 90 days — 150 —
Repayments on short-term borrowings with maturities greater than 90 days ( 500 ) ( 150 ) —
Issuance of long-term debt 3,000 1,700 2,500
Retirement of long-term debt ( 810 ) ( 715 ) ( 850 )
Issuance of common stock 691 148 140
Dividends paid on common stock ( 1,615 ) ( 1,523 ) ( 1,433 )
Proceeds from employee stock plans 35 43 41
Other financing activities ( 40 ) ( 36 ) ( 39 )
Net cash flows provided by (used in) financing activities 334 ( 482 ) 437
Increase (decrease) in cash, restricted cash, and cash equivalents 20 ( 22 ) 15
Cash, restricted cash, and cash equivalents at beginning of period 4 26 11
Cash, restricted cash, and cash equivalents at end of period $ 24 $ 4 $ 26
See the Notes to Financial Statements
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Exelon Corporation and Subsidiary Companies
Schedule I – Condensed Financial Information of Parent (Exelon Corporate)
Condensed Balance Sheets
December 31,
(In millions) 2025 2024
ASSETS
Current assets
Cash and cash equivalents $ 24 $ 4
Accounts receivable, net
Other accounts receivable 622 288
Accounts receivable from affiliates 10 19
Notes receivable from affiliates 250 217
Regulatory assets 165 186
Other 7 19
Total current assets 1,078 733
Property, plant, and equipment, net 45 45
Deferred debits and other assets
Regulatory assets 2,925 2,851
Investments in affiliates 43,670 40,741
Deferred income taxes 546 747
Non-pension postretirement benefit asset 128 186
Other 136 149
Total deferred debits and other assets 47,405 44,674
Total assets $ 48,528 $ 45,452
See the Notes to Financial Statements
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Exelon Corporation and Subsidiary Companies
Schedule I – Condensed Financial Information of Parent (Exelon Corporate)
Condensed Balance Sheets
December 31,
(In millions) 2025 2024
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Short-term borrowings $ — $ 927
Long-term debt due within one year 750 807
Accounts payable 177 142
Accrued expenses 188 155
Payables to affiliates 361 360
Regulatory liabilities 8 11
Pension obligations 36 40
Other 46 3
Total current liabilities 1,566 2,445
Long-term debt 13,547 11,334
Deferred credits and other liabilities
Regulatory liabilities 89 94
Pension obligations 4,398 4,346
Deferred income taxes 53 50
Other 77 262
Total deferred credits and other liabilities 4,617 4,752
Total liabilities 19,730 18,531
Commitments and contingencies
Shareholders’ equity
Common stock ( No par value, 2,000 shares authorized, 1,023 shares and 1,005 shares outstanding as of December 31, 2025 and 2024, respectively)
22,106 21,338
Treasury stock, at cost ( 2 shares as of December 31, 2025 and 2024)
( 123 ) ( 123 )
Retained earnings 7,577 6,426
Accumulated other comprehensive loss, net ( 762 ) ( 720 )
Total shareholders’ equity 28,798 26,921
Total liabilities and shareholders’ equity $ 48,528 $ 45,452
See the Notes to Financial Statements
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Exelon Corporation and Subsidiary Companies
Schedule I – Condensed Financial Information of Parent (Exelon Corporate)
Notes to Financial Statements
1. Basis of Presentation
Exelon Corporate is a holding company that conducts substantially all of its business operations through its subsidiaries. These condensed financial statements and related footnotes have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X. These statements should be read in conjunction with the consolidated financial statements, and notes thereto, of Exelon Corporation.
As of December 31, 2025, 2024, and 2023, Exelon Corporate owned 100 % of all of its significant subsidiaries, either directly or indirectly, except for Commonwealth Edison Company (ComEd), of which Exelon Corporate owns more than 99 %.
2. Regulatory Matters and Retirement Benefits
See Note 2—Regulatory Matters and Note 12—Retirement Benefits of the Combined Notes to Consolidated Financial Statements for Exelon Corporate’s regulatory assets and retirement benefits.
3. Derivative Financial Instruments
See Note 13—Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for Exelon Corporate’s derivatives.
4. Debt and Credit Agreements
Short-Term Borrowings
Exelon Corporate meets its short-term liquidity requirements primarily through the issuance of commercial paper. Exelon Corporate had no outstanding commercial paper borrowings as of December 31, 2025 and $ 426 million outstanding commercial paper as of December 31, 2024.
Revolving Credit Agreements
On August 29, 2024, Exelon Corporate entered into a revolving credit facility with an aggregate bank commitment of $ 900 million at a variable interest rate of SOFR plus 1.075 %, which replaced its existing $ 900 million syndicated revolving credit facility, and extended the maturity date to August 29, 2029.
As of December 31, 2025, Exelon Corporate had a $ 900 million aggregate bank commitment under its existing syndicated revolving facility in which $ 897 million was available to support additional commercial paper as of December 31, 2025. Exelon Corporate had $ 3 million outstanding letters of credit as of December 31, 2025. See Note 14 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information regarding Exelon Corporate’s credit agreement.
Exelon Corporate had no outstanding amounts on the revolving credit facilities as of December 31, 2025.
Short-Term Loan Agreements
On March 23, 2017, Exelon Corporate entered into a term loan agreement for $ 500 million. The loan agreement was renewed in the first quarter of 2024 and was bifurcated into two tranches of $ 350 million and $ 150 million on March 14, 2024. The loan agreements were renewed in the first quarter of 2025, extending the expiration date to March 13, 2026 with a variable interest rate equal to SOFR plus 1.00 %. Exelon Corporate repaid the term loan on December 5, 2025.
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Exelon Corporation and Subsidiary Companies
Schedule I – Condensed Financial Information of Parent (Exelon Corporate)
Notes to Financial Statements
Convertible Senior Notes
On December 4, 2025, Exelon Corporation issued $ 1 billion aggregate principal amount of 3.25 % Convertible Senior Notes due 2029. The Convertible Senior Notes bear interest at 3.25 % per year, payable semiannually, and mature on March 15, 2029. The Convertible Notes are convertible into cash or a combination of cash and shares of common stock at Exelon's discretion, with an initial conversion price of approximately $ 57.11 per share. See Note 14 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on the Convertible Senior Notes.
Debt Extinguishment
During the twelve months ended December 31, 2024, Exelon Corporate repurchased a portion of its Senior unsecured notes with a principal balance of $ 244 million outstanding in exchange for cash of $ 215 million. The repurchase was accounted for as a debt extinguishment and resulted in a pre-tax gain of $ 28 million, which is reflected on Exelon Corporate's Condensed Statement of Operations and Comprehensive income within Interest expense, net.
Long-Term Debt
The following tables present the outstanding long-term debt for Exelon Corporate at December 31, 2025 and December 31, 2024:
Maturity
Date December 31,
Rates 2025 2024
Long-term debt
Senior unsecured notes 2.75 % - 7.60 % 2026 - 2055 $ 13,288 $ 12,095
Junior subordinated notes 6.50 % 2055 1,000 —
Total long-term debt 14,288 12,095
Unamortized debt discount and premium, net ( 24 ) ( 24 )
Unamortized debt issuance costs ( 96 ) ( 71 )
Fair value adjustment 129 141
Long-term debt due within one year (a)
( 750 ) ( 807 )
Long-term debt $ 13,547 $ 11,334
The long-term debt maturities for Exelon Corporate for the periods 2026 through 2030 and thereafter are as follows:
2026 $ 750
2027 650
2028 1,000
2029 1,650
2030 1,250
Thereafter 8,988
Total long-term debt $ 14,288
5. Commitments and Contingencies
See Note 16—Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for Exelon Corporate’s commitments and contingencies.
6. Related Party Transactions
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Exelon Corporation and Subsidiary Companies
Schedule I – Condensed Financial Information of Parent (Exelon Corporate)
Notes to Financial Statements
The financial statements of Exelon Corporate include related party transactions as presented in the tables below:
For the Years Ended December 31,
(In millions) 2025 2024 2023
Operating and maintenance from affiliates:
BSC (a)
$ 8 $ 8 $ 7
Total operating and maintenance from affiliates: $ 8 $ 8 $ 7
Interest income (expense) from affiliates, net:
BSC $ 8 $ 11 $ 6
EEDC (b)
3 4 3
Total interest income from affiliates, net: $ 11 $ 15 $ 9
Equity in earnings (losses) of investments:
EEDC (b)
$ 3,339 $ 2,886 $ 2,727
PCI 3 3 2
Connectiv, LLC ( 1 ) ( 2 ) —
Exelon Enterprises 1 — 1
Exelon InQB8R — — ( 2 )
Exelon Transmission Company ( 6 ) — —
Other ( 1 ) — —
Total equity in earnings of investments: $ 3,335 $ 2,887 $ 2,728
Cash contributions received from affiliates $ 2,464 $ 2,250 $ 1,978
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Exelon Corporation and Subsidiary Companies
Schedule I – Condensed Financial Information of Parent (Exelon Corporate)
Notes to Financial Statements
At December 31,
(in millions) 2025 2024
Accounts receivable from affiliates (current):
BSC $ 2 $ 2
ComEd 1 5
PECO — 3
BGE — 2
PHISCO 7 7
Total accounts receivable from affiliates (current): $ 10 $ 19
Notes receivable from affiliates (current):
BSC (a)
$ 170 $ 154
PHI
80 63
Total notes receivable from affiliates (current): $ 250 $ 217
Investments in affiliates:
BSC (a)
$ 384 $ 384
EEDC (b)
42,847 39,905
PCI 60 57
UII 360 365
Voluntary Employee Beneficiary Association trust 5 —
Exelon Enterprises 5 4
Conectiv 13 14
Exelon InQB8R — 13
Other ( 4 ) ( 1 )
Total investments in affiliates: $ 43,670 $ 40,741
Accounts payable to affiliates (current):
UII $ 361 $ 360
BSC (a)
— —
Total accounts payable to affiliates (current): $ 361 $ 360
__________
(a) Exelon Corporate receives a variety of corporate support services from BSC, including legal, human resources, financial, information technology, and supply management services. All services are provided at cost, including applicable overhead.
(b) EEDC consists of ComEd, PECO, BGE, PHI, Pepco, DPL, and ACE.
Charitable Contributions
In December 2025, Exelon Corporation made an unconditional promise to give $ 30 million to the Exelon Foundation. The contribution was recorded in Operating and maintenance expense within the Condensed Statements of Operations and Comprehensive Income with the offset in Other current liabilities on the Condensed Balance Sheets.
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Exelon Corporation and Subsidiary Companies
Schedule II – Valuation and Qualifying Accounts
Column A Column B Column C Column D Column E
Additions and adjustments
Description Balance at
Beginning
of Period Charged to
Costs and
Expenses Charged
to Other
Accounts Deductions Balance at
End
of Period
(In millions)
For the year ended December 31, 2025
Allowance for credit losses (a)
$ 513
$ 290 (b)
$ 23 $ 297 (c)
$ 529
Deferred tax valuation allowance 120
—
20 — 140
For the year ended December 31, 2024
Allowance for credit losses (a)
$ 399
$ 271 (b)
$ 22
$ 179 (c)
$ 513
Deferred tax valuation allowance 114
—
6 — 120
For the year ended December 31, 2023
Allowance for credit losses (a)
$ 409
$ 171 (b)
$ 20 $ 201 (c)
$ 399
Deferred tax valuation allowance 94
—
20
— 114
__________
(a) Excludes the noncurrent Allowance for credit losses related to PECO’s installment plan receivables of $ 13 million, $ 13 million, and $ 6 million for the years ended December 31, 2025, 2024, and 2023, respectively.
(b) The amount charged to costs and expenses includes the amount reclassified to Regulatory assets/liabilities under different mechanisms applicable to the different jurisdictions in which the Utility Registrants operate.
(c) Primarily reflects write-offs, net of recoveries, of individual accounts receivable.
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Commonwealth Edison Company and Subsidiary Companies
(2) ComEd
(i) Financial Statements (Item 8):
Report of Independent Registered Public Accounting Firm dated February 12, 2026 of PricewaterhouseCoopers LLP (PCAOB ID 238)
Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2025, 2024, and 2023
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023
Consolidated Balance Sheets at December 31, 2025 and 2024
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2025, 2024, and 2023
Notes to Consolidated Financial Statements
(ii) Financial Statement Schedule:
Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2025, 2024, and 2023
Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto
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Commonwealth Edison Company and Subsidiary Companies
Schedule II – Valuation and Qualifying Accounts
Column A Column B Column C Column D Column E
Additions and adjustments
Description Balance at
Beginning
of Period Charged to
Costs and
Expenses Charged
to Other
Accounts Deductions Balance at
End
of Period
(In millions)
For the year ended December 31, 2025
Allowance for credit losses $ 143 $ 80 (a)
$ 20 $ 105 (b)
$ 138
For the year ended December 31, 2024
Allowance for credit losses $ 86 $ 71 (a)
$ 28 $ 42 (b)
$ 143
For the year ended December 31, 2023
Allowance for credit losses $ 76 $ 45 (a)
$ 13 $ 48 (b)
$ 86