Exelon Annual Report 2021

Exelon Annual Report 2021 Form 10-K (NASDAQ:EXC) Published: February 24th, 2021 PDF generated by stocklight.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission Name of Registrant; State or Other Jurisdiction of Incorporation; Address of Principal Executive Offices; and IRS Employer Identification File Number Telephone Number Number 001-16169 EXELON CORPORATION 23-2990190 (a Pennsylvania corporation) 10 South Dearborn Street P.O. Box 805379 Chicago, Illinois 60680-5379 (800) 483-3220 333-85496 EXELON GENERATION COMPANY, LLC 23-3064219 (a Pennsylvania limited liability company) 300 Exelon Way Kennett Square, Pennsylvania 19348-2473 (610) 765-5959 001-01839 COMMONWEALTH EDISON COMPANY 36-0938600 (an Illinois corporation) 440 South LaSalle Street Chicago, Illinois 60605-1028 (312) 394-4321 000-16844 PECO ENERGY COMPANY 23-0970240 (a Pennsylvania corporation) P.O. Box 8699 2301 Market Street Philadelphia, Pennsylvania 19101-8699 (215) 841-4000 001-01910 BALTIMORE GAS AND ELECTRIC COMPANY 52-0280210 (a Maryland corporation) 2 Center Plaza 110 West Fayette Street Baltimore, Maryland 21201-3708 (410) 234-5000 001-31403 PEPCO HOLDINGS LLC 52-2297449 (a Delaware limited liability company) 701 Ninth Street, N.W. Washington, District of Columbia 20068 (202) 872-2000 001-01072 POTOMAC ELECTRIC POWER COMPANY 53-0127880 (a District of Columbia and Virginia corporation) 701 Ninth Street, N.W. Washington, District of Columbia 20068 (202) 872-2000 001-01405 DELMARVA POWER & LIGHT COMPANY 51-0084283 (a Delaware and Virginia corporation) 500 North Wakefield Drive Newark, Delaware 19702 (202) 872-2000 001-03559 ATLANTIC CITY ELECTRIC COMPANY 21-0398280 (a New Jersey corporation) 500 North Wakefield Drive Newark, Delaware 19702 (202) 872-2000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered EXELON CORPORATION: Common Stock, without par value EXC The Nasdaq Stock Market LLC PECO ENERGY COMPANY: Trust Receipts of PECO Energy Capital Trust III, each representing a 7.38% Cumulative Preferred Security, Series D, $25 stated value, issued by PECO EXC/28 New York Stock Exchange Energy Capital, L.P. and unconditionally guaranteed by PECO Energy Company Securities registered pursuant to Section 12(g) of the Act: Title of Each Class COMMONWEALTH EDISON COMPANY: Common Stock Purchase Warrants (1971 Warrants and Series B Warrants) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Exelon Corporation Yes x No ☐ Exelon Generation Company, LLC Yes ☐ No x Commonwealth Edison Company Yes ☐ No x PECO Energy Company Yes ☐ No x Baltimore Gas and Electric Company Yes ☐ No x Pepco Holdings LLC Yes ☐ No x Potomac Electric Power Company Yes ☐ No x Delmarva Power & Light Company Yes ☐ No x Atlantic City Electric Company Yes ☐ No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Exelon Corporation Yes ☐ No x Exelon Generation Company, LLC Yes ☐ No x Commonwealth Edison Company Yes ☐ No x PECO Energy Company Yes ☐ No x Baltimore Gas and Electric Company Yes ☐ No x Pepco Holdings LLC Yes ☐ No x Potomac Electric Power Company Yes ☐ No x Delmarva Power & Light Company Yes ☐ No x Atlantic City Electric Company Yes ☐ No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Exelon Corporation Smaller Reporting Emerging Growth Large Accelerated Filer x Accelerated Filer ☐ Non-accelerated Filer ☐ Company ☐ Company ☐ Exelon Generation Smaller Reporting Emerging Growth Company, LLC Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer x Company ☐ Company ☐ Commonwealth Edison Smaller Reporting Emerging Growth Company Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer x Company ☐ Company ☐ PECO Energy Company Smaller Reporting Emerging Growth Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer x Company ☐ Company ☐ Baltimore Gas and Electric Smaller Reporting Emerging Growth Company Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer x Company ☐ Company ☐ Pepco Holdings LLC Smaller Reporting Emerging Growth Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer x Company ☐ Company ☐ Potomac Electric Power Smaller Reporting Emerging Growth Company Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer x Company ☐ Company ☐ Delmarva Power & Light Smaller Reporting Emerging Growth Company Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer x Company ☐ Company ☐ Atlantic City Electric Smaller Reporting Emerging Growth Company Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer x Company ☐ Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. x Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x The estimated aggregate market value of the voting and non-voting common equity held by nonaffiliates of each registrant as of June 30, 2020 was as follows: Exelon Corporation Common Stock, without par value $35,402,501,369 Exelon Generation Company, LLC Not applicable Commonwealth Edison Company Common Stock, $12.50 par value No established market PECO Energy Company Common Stock, without par value None Baltimore Gas and Electric Company, without par value None Pepco Holdings LLC Not applicable Potomac Electric Power Company None Delmarva Power & Light Company None Atlantic City Electric Company None The number of shares outstanding of each registrant’s common stock as of January 31, 2021 was as follows: Exelon Corporation Common Stock, without par value 976,337,799 Exelon Generation Company, LLC Not applicable Commonwealth Edison Company Common Stock, $12.50 par value 127,021,370 PECO Energy Company Common Stock, without par value 170,478,507 Baltimore Gas and Electric Company Common Stock, without par value 1,000 Pepco Holdings LLC Not applicable Potomac Electric Power Company Common Stock, $0.01 par value 100 Delmarva Power & Light Company Common Stock, $2.25 par value 1,000 Atlantic City Electric Company Common Stock, $3.00 par value 8,546,017 Documents Incorporated by Reference Portions of the Exelon Proxy Statement for the 2020 Annual Meeting of Shareholders and the Commonwealth Edison Company 2020 Information Statement are incorporated by reference in Part III. Exelon Generation Company, LLC, PECO Energy Company, Baltimore Gas and Electric Company, Pepco Holdings LLC, Potomac Electric Power Company, Delmarva Power & Light Company, and Atlantic City Electric Company meet the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and are therefore filing this Form in the reduced disclosure format. TABLE OF CONTENTS Page No. GLOSSARY OF TERMS AND ABBREVIATIONS 1 FILING FORMAT 6 CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION 6 WHERE TO FIND MORE INFORMATION 6 PART I ITEM 1. BUSINESS 7 General 7 Exelon Generation Company, LLC 8 Utility Operations 15 Employees 19 Environmental Regulation 20 Executive Officers of the Registrants 25 ITEM 1A. RISK FACTORS 30 ITEM 1B. UNRESOLVED STAFF COMMENTS 46 ITEM 2. PROPERTIES 47 Exelon Generation Company, LLC 47 The Utility Registrants 51 ITEM 3. LEGAL PROCEEDINGS 52 ITEM 4. MINE SAFETY DISCLOSURES 53 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES 54 Page No. ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 58 Exelon Corporation 58 Executive Overview 58 Financial Results of Operations 60 Significant 2020 Transactions and Recent Developments 63 Exelon's Strategy and Outlook 66 Other Key Business Drivers and Management Strategies 67 Critical Accounting Policies

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