Exelon(EXC) - 2023 Q4 - Annual Report

PART I ITEM 1. BUSINESS Exelon is a utility holding company focused on energy transmission and distribution through its six regulated subsidiaries General Exelon operates six utility subsidiaries for energy delivery and separated from its generation business in 2022 - Exelon operates as a utility services holding company with six primary subsidiaries focused on energy transmission and distribution: ComEd, PECO, BGE, Pepco, DPL, and ACE[35] - The company completed the separation of its generation business, now Constellation, on February 1, 2022, to focus solely on utility services[36] - Support services such as legal, finance, and IT are provided to subsidiaries at cost through its business services arms, BSC and PHISCO[38] Utility Operations The company's regulated utilities serve millions of customers across multiple states under franchise agreements and decoupling mechanisms Utility Registrant Service Territories and Customers (as of Dec 31, 2023) | | ComEd | PECO | BGE | Pepco | DPL | ACE | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Electric Service Territory (sq. miles) | 11,450 | 1,900 | 2,300 | 650 | 5,400 | 2,700 | | Natural Gas Service Territory (sq. miles) | N/A | 1,900 | 3,050 | N/A | 250 | N/A | | Electric Customers (millions) | 4.1 | 1.7 | 1.3 | 0.9 | 0.6 | 0.6 | | Natural Gas Customers (millions) | N/A | 0.6 | 0.7 | N/A | 0.1 | N/A | - ComEd, BGE, Pepco, DPL Maryland, and ACE utilize electric distribution decoupling mechanisms, which separate revenue from sales volume[46] Peak Natural Gas Storage Capacity (in mmcf) | | LNG Facility | Propane-Air Plant | Underground Storage | | :--- | :--- | :--- | :--- | | PECO | 1,200 | 150 | 19,400 | | BGE | 1,056 | 550 | 22,000 | | DPL | 250 | N/A | 3,900 | Exelon's Strategy and Outlook The company's strategy centers on infrastructure investment to enhance reliability and support clean energy goals - Exelon's strategy is to improve reliability, enhance customer experience, and advance clean energy choices, supported by ratemaking mechanisms that ensure fair financial returns[64] - The company plans to invest approximately $35 billion in electric and gas infrastructure improvements over the next four years, projecting a rate base increase of about $19 billion by the end of 2027[66] - Exelon has a "Path to Clean" goal to reduce its operations-driven GHG emissions by 50% by 2030 and achieve net-zero by 2050[67] Employees The company employs nearly 20,000 people, with a focus on diversity and a significant unionized workforce Exelon Employee Diversity Metrics (as of Dec 31, 2023) | Category | Total Employees | % of Total | Management | % of Management | | :--- | :--- | :--- | :--- | :--- | | Total | 19,962 | 100% | 3,476 | 100% | | Female | 5,637 | 28.2% | 1,159 | 33.3% | | People of Color | 8,174 | 40.9% | 1,303 | 37.5% | Exelon Average Employee Turnover Rate (2021-2023) | Turnover Type | Rate | | :--- | :--- | | Retirement Age | 3.41% | | Voluntary | 3.07% | | Non-Voluntary | 0.87% | - Approximately 43% of Exelon's 19,962 employees are covered by 10 collective bargaining agreements (CBAs)[79] Environmental Matters and Regulation Exelon's operations are subject to extensive environmental regulations and include long-term emission reduction goals - Exelon's operations-driven GHG emissions are targeted for a 50% reduction by 2030 (from a 2015 baseline) and net-zero by 2050 under its "Path to Clean" goal[88] - The company is subject to various state and regional climate programs, including the Regional Greenhouse Gas Initiative (RGGI) and Illinois' Climate and Equitable Jobs Act (CEJA)[96][97] - Environmental remediation for former Manufactured Gas Plant (MGP) sites is ongoing, with estimated expenditures of approximately $36 million in 2024[105] Executive Officers of the Registrants This section lists the executive officers for Exelon and its subsidiaries, detailing their roles and professional histories ITEM 1A. RISK FACTORS The company faces significant market, financial, regulatory, operational, and separation-related risks - Market and Financial Risks: The company is affected by emerging technologies, market performance impacting pension assets, unstable capital markets, and potential credit rating downgrades[117][119][120][121] - Legislative, Regulatory, and Legal Risks: Business is highly regulated, with risks from adverse rate case outcomes, changes in environmental policy, and reputational damage from legal proceedings[137][140][142][151] - Operational Risks: Key operational risks include physical and transition risks from climate change, maintaining system reliability, increasing cybersecurity threats, and public health crises[153][156][159][164] - Separation Risks: Following the separation from Constellation, Exelon faces risks related to indemnification agreements that may not be sufficient or satisfiable[176][177] ITEM 1B. UNRESOLVED STAFF COMMENTS The company reports no unresolved comments from the SEC staff for any of its registrants - There are no unresolved staff comments for any of the Registrants[178] ITEM 1C. CYBERSECURITY Cybersecurity risk is managed at an enterprise level with Board oversight and alignment with the NIST framework - Cybersecurity risk is managed at the enterprise level and is overseen by the Exelon Board of Directors, which meets quarterly with the Chief Information Security Officer (CISO)[179][182] - The company's cybersecurity programs are aligned with the National Institute of Standards and Technology (NIST) Cybersecurity Framework and involve coordination with government entities[180][184] - To date, the Registrants have not experienced any material cybersecurity events but acknowledge the risk continues to intensify[186] ITEM 2. PROPERTIES The company's properties primarily consist of extensive electric transmission, distribution, and natural gas pipeline infrastructure High Voltage Electric Transmission Lines (Circuit Miles, as of Dec 31, 2023) | Voltage (kV) | ComEd | PECO | BGE | Pepco | DPL | ACE | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | 765 | 90 | — | — | — | — | — | | 500 | — | 188 | 216 | 108 | 16 | — | | 345 | 2,678 | — | — | — | — | — | | 230 | — | 550 | 352 | 782 | 472 | 258 | Natural Gas Pipeline Miles (as of Dec 31, 2023) | | PECO | BGE | DPL | | :--- | :--- | :--- | :--- | | Transmission | 6 | 149 | 8 | | Distribution | 7,305 | 7,562 | 2,209 | | Service piping | 6,494 | 6,497 | 1,492 | | Total | 13,805 | 14,208 | 3,709 | - The principal properties of ComEd, PECO, PEPCO, DPL, and ACE are subject to the lien of their respective Mortgages[194] ITEM 3. LEGAL PROCEEDINGS The Registrants are involved in various legal and regulatory proceedings arising in the ordinary course of business - The Registrants are involved in various legal and regulatory proceedings, with details incorporated by reference from financial statement notes[197] ITEM 4. MINE SAFETY DISCLOSURES This section is not applicable to the company's operations - Not Applicable[198] PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Exelon's common stock trades on Nasdaq (EXC), and the company maintains a consistent quarterly dividend policy - Exelon's common stock (EXC) is listed on the Nasdaq with 999,538,542 shares outstanding held by approximately 76,661 record holders as of January 31, 2024[201] Quarterly Dividends Paid Per Share | Year | Q1 | Q2 | Q3 | Q4 | | :--- | :--- | :--- | :--- | :--- | | 2023 | $0.3600 | $0.3600 | $0.3600 | $0.3600 | | 2022 | $0.3375 | $0.3375 | $0.3375 | $0.3375 | - For the first quarter of 2024, Exelon's Board of Directors declared a quarterly dividend of $0.38 per share, an increase from the previous rate[220] ITEM 6. [RESERVED] This item is intentionally left blank ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Net income increased in 2023, driven by favorable rate outcomes, while the company plans significant future capital expenditures Exelon Corporation Exelon's 2023 GAAP net income rose to $2.33 billion, driven by higher earnings at ComEd and favorable rate impacts at other utilities GAAP Net Income from Continuing Operations by Registrant (in millions) | Registrant | 2023 | 2022 | Variance | | :--- | :--- | :--- | :--- | | Exelon | $2,328 | $2,054 | $274 | | ComEd | $1,090 | $917 | $173 | | PECO | $563 | $576 | $(13) | | BGE | $485 | $380 | $105 | | PHI | $590 | $608 | $(18) | GAAP vs. Adjusted (non-GAAP) Operating Earnings | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net Income (GAAP) | $2,328M | $2,054M | | Diluted EPS (GAAP) | $2.34 | $2.08 | | Adjusted Operating Earnings (non-GAAP) | $2,377M | $2,239M | | Adjusted Operating EPS (non-GAAP) | $2.38 | $2.27 | - Key drivers for increased 2023 earnings include higher allowed ROE at ComEd, rate increases at PECO, BGE, and PHI, and favorable impacts from BGE's multi-year plan[233] Commonwealth Edison Company ComEd's net income increased by $173 million in 2023 due to higher electric distribution earnings and a larger rate base ComEd Financial Summary (in millions) | Metric | 2023 | 2022 | Variance | | :--- | :--- | :--- | :--- | | Operating Revenues | $7,844 | $5,761 | $2,083 | | Operating Income | $1,806 | $1,541 | $265 | | Net Income | $1,090 | $917 | $173 | - The increase in net income was primarily driven by higher electric distribution formula rate earnings, reflecting a higher allowed ROE due to increased U.S. Treasury rates[311][313] - Operating revenues and Purchased power expense both increased significantly due to the pass-through costs of Carbon Mitigation Credits (CMCs)[318][320] PECO Energy Company PECO's net income decreased by $13 million in 2023, primarily due to unfavorable weather and higher expenses PECO Financial Summary (in millions) | Metric | 2023 | 2022 | Variance | | :--- | :--- | :--- | :--- | | Operating Revenues | $3,894 | $3,903 | $(9) | | Operating Income | $748 | $801 | $(53) | | Net Income | $563 | $576 | $(13) | - The decrease in net income was primarily due to unfavorable weather, which reduced revenues by an estimated $140 million[326][327] - Heating degree-days were 13.3% lower and cooling degree-days were 22.8% lower in 2023 compared to 2022, indicating milder weather[330] Baltimore Gas and Electric Company BGE's net income grew by $105 million in 2023, driven by favorable impacts from its multi-year rate plans BGE Financial Summary (in millions) | Metric | 2023 | 2022 | Variance | | :--- | :--- | :--- | :--- | | Operating Revenues | $4,027 | $3,895 | $132 | | Operating Income | $782 | $519 | $263 | | Net Income | $485 | $380 | $105 | - The increase in net income was primarily due to favorable impacts from multi-year rate plans and the absence of a $48 million asset impairment that occurred in 2022[345][354] - BGE's operating revenues are not significantly impacted by weather or customer usage due to a revenue decoupling mechanism[347] Pepco Holdings LLC PHI's consolidated net income decreased by $18 million in 2023 due to higher costs at ACE and unfavorable weather at DPL PHI Net Income by Registrant (in millions) | Registrant | 2023 | 2022 | Variance | | :--- | :--- | :--- | :--- | | PHI (Consolidated) | $590 | $608 | $(18) | | Pepco | $306 | $305 | $1 | | DPL | $177 | $169 | $8 | | ACE | $120 | $148 | $(28) | - The decrease in consolidated net income was primarily due to higher contracting costs from the ACE employee strike, increased environmental liabilities at Pepco, and unfavorable weather at DPL[362] Potomac Electric Power Company Pepco's net income remained flat in 2023 as favorable regulatory impacts were offset by higher expenses Pepco Financial Summary (in millions) | Metric | 2023 | 2022 | Variance | | :--- | :--- | :--- | :--- | | Operating Revenues | $2,824 | $2,531 | $293 | | Operating Income | $456 | $391 | $65 | | Net Income | $306 | $305 | $1 | - Net income remained nearly flat year-over-year, as positive effects from the Maryland multi-year plan were offset by increased environmental liabilities, depreciation, and interest expense[364] - Operating revenues are not impacted by weather or customer usage due to revenue decoupling mechanisms in both its service territories[365] Delmarva Power & Light Company DPL's net income increased by $8 million in 2023, driven by favorable rate cases despite negative weather impacts DPL Financial Summary (in millions) | Metric | 2023 | 2022 | Variance | | :--- | :--- | :--- | :--- | | Operating Revenues | $1,688 | $1,595 | $93 | | Operating Income | $268 | $236 | $32 | | Net Income | $177 | $169 | $8 | - Net income growth was driven by favorable regulatory outcomes, including the Maryland multi-year plan and higher distribution rates in Delaware[380][392] - Unfavorable weather in Delaware negatively impacted revenues by $16 million[381][386] Atlantic City Electric Company ACE's net income fell by $28 million in 2023, primarily due to higher contracting costs from an employee strike ACE Financial Summary (in millions) | Metric | 2023 | 2022 | Variance | | :--- | :--- | :--- | :--- | | Operating Revenues | $1,522 | $1,431 | $91 | | Operating Income | $208 | $206 | $2 | | Net Income | $120 | $148 | $(28) | - The significant decrease in net income was primarily driven by higher contracting costs related to the ACE employee strike[401][407] - ACE's distribution revenues are not impacted by weather or customer usage due to its Conservation Incentive Program (CIP), a revenue decoupling mechanism[402] Liquidity and Capital Resources The company funds its capital-intensive operations through cash flows, credit facilities, and capital market access - The Registrants maintain liquidity through operating cash flows and external financing, supported by credit facilities with aggregate commitments of $4.0 billion as of year-end 2023[412][435] Projected Capital Expenditures (in millions) | Registrant | 2024 (Est.) | Beyond 2024 (Est.) | | :--- | :--- | :--- | | Exelon | $7,425 | $27,100 | | ComEd | $2,150 | $9,150 | | PECO | $1,700 | $5,650 | | BGE | $1,600 | $6,075 | | PHI | $1,975 | $6,275 | Future Estimated Cash Requirements (as of Dec 31, 2023, in millions) | Commitment | 2024 | Beyond 2024 | Total | | :--- | :--- | :--- | :--- | | Long-term debt and finance leases | $1,403 | $39,876 | $41,279 | | Interest payments on long-term debt | $1,659 | $26,936 | $28,595 | | Electric supply procurement | $3,808 | $2,222 | $6,030 | | Other purchase obligations | $4,839 | $3,236 | $8,075 | ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk exposure is limited as cost-based rate regulation allows for the recovery of prudently incurred costs - The primary market risks faced are commodity price, counterparty credit, and interest rate risk[486] - The impact of these risks is significantly mitigated because the Utility Registrants operate under cost-based rate regulation, allowing for the recovery of costs from customers[486][488] - ComEd's ROE was previously exposed to U.S. Treasury bond yields, but this risk was eliminated starting January 1, 2024[487] ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA This section contains the consolidated financial statements, auditor's report, and related notes for the fiscal year Management's Report on Internal Control Over Financial Reporting Management concluded that internal controls over financial reporting were effective as of December 31, 2023 - Management of Exelon and each subsidiary concluded that their internal control over financial reporting was effective as of December 31, 2023[497][502][507] Report of Independent Registered Public Accounting Firm The independent auditor issued an unqualified opinion on the financial statements and internal controls - The auditor, PricewaterhouseCoopers LLP, issued an unqualified (clean) opinion on both the consolidated financial statements and the effectiveness of internal control over financial reporting[536] - A Critical Audit Matter was identified related to "Accounting for the Effects of Rate Regulation" due to its complexity and the high degree of judgment required[543][544] Consolidated Financial Statements This subsection presents the detailed consolidated financial statements for Exelon and its individual registrants Combined Notes to Consolidated Financial Statements This section provides detailed explanations and supplementary information for the consolidated financial statements ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE The company reports no disagreements with its accountants on accounting principles or financial disclosure - There were no disagreements with accountants on accounting and financial disclosure for any of the Registrants[1306] ITEM 9A. CONTROLS AND PROCEDURES Management concluded that disclosure controls and procedures were effective as of the end of the reporting period - As of December 31, 2023, the principal executive and financial officers of each Registrant concluded that their disclosure controls and procedures were effective[1308] - No material changes to internal control over financial reporting occurred during the fourth quarter of 2023[1309] ITEM 9B. OTHER INFORMATION The company reports no other information for disclosure under this item - None[1311] ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS This item is not applicable to the company - Not Applicable[1312] PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE Information regarding directors and corporate governance is incorporated by reference from the 2024 proxy statement - Information required by this item is largely incorporated by reference from the forthcoming 2024 Exelon Proxy Statement and 2024 ComEd Information Statement[1316] ITEM 11. EXECUTIVE COMPENSATION Information regarding executive compensation is incorporated by reference from the 2024 proxy statement - Information regarding executive compensation is incorporated by reference from the 2024 Exelon Proxy Statement and ComEd 2024 Information Statement[1320] ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information on security ownership is incorporated by reference, with details on equity compensation plans provided Securities Authorized for Issuance under Equity Compensation Plans | Plan Category | Securities to be Issued Upon Exercise | Securities Remaining for Future Issuance | | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 3,524,772 | 41,706,088 | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE Information on related transactions and director independence is incorporated by reference from the 2024 proxy statement - Information regarding related party transactions and director independence is incorporated by reference from the 2024 Exelon Proxy Statement and ComEd 2024 Information Statement[1325] ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Information regarding accounting fees and services is incorporated by reference from the 2024 proxy statement - Information regarding principal accounting fees and services is incorporated by reference from the 2024 Exelon Proxy Statement and ComEd 2024 Information Statement[1327] PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES This section lists all financial statements, schedules, and exhibits filed as part of the Form 10-K report - This item lists all financial statements, schedules, and exhibits filed with the Form 10-K, including organizational documents, debt indentures, and material contracts[1330][1331] ITEM 16. FORM 10-K SUMMARY The company has elected not to provide a Form 10-K summary - The Registrants have elected not to include a Form 10-K summary[1470]