UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

The number of shares outstanding of each registrant’s common stock as of January 31, 20212023 was as follows:

Documents Incorporated by Reference

Portions of the Exelon Proxy Statement for the 20202022 Annual Meeting of Shareholders and the Commonwealth Edison Company 20202022 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

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

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties including, among others, those related to the timing, manner, tax-free nature and expected benefits associated with the potential separation of Exelon’s competitive power generation and customer-facing energy business from its six regulated electric and gas utilities.uncertainties. Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” "should," and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic and financial performance, are intended to identify such forward-looking statements.

The factors that could cause actual results to differ materially from the forward-looking statements made by the Registrants include those factors discussed herein, including those factors discussed with respect to the Registrants discussed in (a) Part I, ITEM 1A. Risk Factors, (b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, (c) Part II, ITEM 8. Financial Statements and Supplementary Data: Note 19,18, Commitments and Contingencies, and (d) other factors discussed in filings with the SEC by the Registrants. Readers

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

WHERE TO FIND MORE INFORMATION

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

PART I

General

Corporate Structure and Business and Other Information

Exelon is a utility services holding company engaged in the generation, delivery, and marketing of energy through Generation and the energy distribution and transmission businesses through ComEd, PECO, BGE, Pepco, DPL, and ACE.

Business Services

Through its business services subsidiary, BSC, Exelon provides its subsidiaries with a variety of support services at cost, including legal, human resources, financial, information technology, and supply management services. PHI also has a business services subsidiary, PHISCO, which provides a variety of support services at cost, including legal, accounting,finance, engineering, customer operations, distribution and transmission planning, asset management, system operations, and power procurement, to PHI operating companies. The costs of BSC and PHISCO are directly charged or allocated to the applicable subsidiaries. The results of Exelon’s corporate operations are presented as “Other” within the consolidated financial statements and include intercompany eliminations unless otherwise disclosed.

The Utility Registrants have the necessary authorizations to both wholesaleperform their current business of providing regulated electric and retail customers. Generation leverages its energy generation portfolionatural gas distribution services in the various municipalities and territories in which they now supply such services. These authorizations include charters, franchises, permits, and certificates of public convenience issued by local and state governments and state utility commissions. ComEd's, BGE's (gas), Pepco DC's, and ACE's rights are generally non-exclusive while PECO's, BGE's (electric), Pepco MD's, and DPL's rights are generally exclusive. Certain authorizations are perpetual while others have varying expiration dates. The Utility Registrants anticipate working with the appropriate governmental bodies to ensure deliveryextend or replace the authorizations prior to their expirations.

State utility commissions regulate the Utility Registrants' electric and retail customers under long-termgas distribution rates and short-term contracts,service, issuances of certain securities, and in wholesale power markets. Generation operates in well-developed energy markets and employs an integrated hedging strategy to manage commodity price volatility. Generation's fleet also provides geographic and supply source diversity. Generation’s customers include distributioncertain other aspects of the business. The following table outlines the state commissions responsible for utility oversight:

The Utility Registrants are public utilities municipalities, cooperatives, financial institutions, and commercial, industrial, governmental, and residential customers in competitive markets. Generation’s customer-facing activities foster development and delivery of other innovative energy-related products and services for its customers.

ComEd, Pepco, DPL and ACE customers have the disposition of Oyster Creek,choice to purchase electricity, and Note 23 — Variable Interest Entities ofPECO and BGE customers have the Combined Noteschoice to Consolidated Financial Statements for additional information regarding the CENG consolidation.

choice to purchase natural gas from competitive natural gas suppliers. The Utility Registrants remain the two units at Salem, whichdistribution service providers for all customers and are operated by PSEG Nuclear, LLC (PSEG Nuclear), an indirect, wholly owned subsidiaryobligated to deliver electricity and natural gas to customers in their respective service territories while charging a regulated rate for distribution service. In addition, the Utility Registrants also retain significant default service obligations to provide electricity to certain groups of PSEG. In 2020, 2019,customers in their respective service areas who do not choose a competitive electric generation supplier. PECO, BGE, and 2018DPL also retain significant default service obligations to provide natural gas to certain groups of customers in their respective service areas who do not choose a competitive natural gas supplier.

For customers that choose to purchase electric supply (in GWh) generatedgeneration or natural gas from competitive suppliers, the nuclear generating facilities was 62%, 64%,Utility Registrants act as the billing agent and 68%, respectively, of Generation’s totaltherefore do not record Operating revenues or Purchased power and fuel expense related to the electricity and/or natural gas. For customers that choose to purchase electric supply, which also includes fossil, hydroelectric,generation or natural gas from a Utility Registrant, the Utility Registrants are permitted to recover the electricity and renewable generationnatural gas procurement costs from customers without mark-up or with a slight mark-up and electric supply purchased for resale. Generation’s wholesaletherefore record the amounts in Operating revenues and retailPurchased power marketing activities are,and fuel expense. As a result, fluctuations in part, supplied byelectricity or natural gas sales and procurement costs have no significant impact on the output from the nuclear generating stations. Utility Registrants’ Net income.

See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Results of Operations and Note 3 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information regarding electric and natural gas distribution services.

Exelon does not generate the electricity it delivers. The Utility Registrants' electric supply sources.for its customers is primarily procured through contracts as directed by their respective state laws and regulatory commission actions. The Utility Registrants procure electricity supply from various approved bidders or from purchases on the PJM operated markets.

In addition to the maintenancePECO, BGE, and equipment upgrades performed by Generation during scheduled refueling outages, Generation has extensive operatingDPL have long-term interstate pipeline contracts and security procedures in place to ensure the safe operation of the nuclear units. Generation also has extensive safety systems in place to protect the plant, personnel, and surrounding areaparticipate in the unlikely eventinterstate markets by releasing pipeline capacity or bundling pipeline capacity with gas for off-system sales. Off-system gas sales are low-margin direct sales of an accident or other incident.

The Utility Registrants are categorized by the NRC in the Licensee Response Column, which is the highest of five performance bands. The NRC may modify, suspend, or revoke operating licenses and impose civil penalties for failuregenerally allowed to complyrecover costs associated with the Atomic Energy Act or the terms of the operating licenses. Changes in regulationsenergy efficiency and demand response programs they offer. Each commission approved program seeks to meet mandated electric consumption reduction targets and implement demand response measures to reduce peak demand. The programs are designed to meet standards required by the NRC may require a substantial increase in capital expenditures and/or operating costs for nuclear generating facilities.

Approximately 44% of Exelon’s employees participate in CBAs. The following table summarizespresents employee information, including information about CBAs, as of December 31, 2022.