ATLANTIC CITY ELECTRIC CO
For the period ended Dec 31, 2025. Filed Feb 12, 2026.
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FY2025 · Filed Feb 12, 2026
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Liquidity and Capital Resources
All results included throughout the liquidity and capital resources section are presented on a GAAP basis.
The Registrants’ operating and capital expenditure requirements are provided by internally generated cash flows from operations, as well as funds from external sources in the capital markets and through bank borrowings. The Registrants’ businesses are capital intensive and require considerable capital resources. Each of the Registrants annually evaluates its financing plan, dividend practices, and credit line sizing, focusing on maintaining its investment grade ratings while meeting its cash needs to fund capital requirements, including construction expenditures, retire debt, pay dividends, and fund pension and OPEB obligations. The Registrants spend a significant amount of cash on capital improvements and construction projects that have a long-term return on investment. Additionally, the Utility Registrants operate in rate-regulated environments in which the amount of new investment recovery may be delayed or limited and where such recovery takes place over an extended period of time. Each Registrant’s access to external financing on reasonable terms depends on its credit ratings and current overall capital market business conditions, including that of the utility industry in general. If these conditions deteriorate to the extent that the Registrants no longer have access to the capital markets at reasonable terms, the Registrants have access to credit facilities with aggregate bank commitments of $4 billion, as of December 31, 2025. The Registrants utilize their credit facilities to support their commercial paper programs, provide for other short-term borrowings, and to issue letters of credit. See the “Credit Matters and Cash Requirements” section below for additional information. The Registrants expect cash flows to be sufficient to meet operating expenses, financing costs, and capital expenditure requirements. See Note 14 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on the Registrants’ debt and credit agreements.
Cash Flows from Operating Activities
The Utility Registrants' cash flows from operating activities primarily result from the transmission and distribution of electricity and, in the case of PECO, BGE, and DPL, gas distribution services. The Utility Registrants' distribution services are provided to an established and diverse base of retail customers. The Utility Registrants' future cash flows may be affected by the economy, weather conditions, future legislative initiatives, future regulatory proceedings with respect to their rates or operations, and their ability to achieve operating cost reductions. Additionally, ComEd is required to purchase CMCs from participating nuclear-powered generating facilities for a five-year period, and all of its costs of doing so is recovered through a rider. The price to be paid for each CMC is established through a competitive bidding process. ComEd will provide net payments to, or collect net payments from, customers for the difference between customer credits issued and the credit to be received from the participating nuclear-powered generating facilities. ComEd’s cash flows are affected by the establishment of CMC prices and the timing of recovering costs through the CMC regulatory liability.
See Note 2 — Regulatory Matters and Note 16 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information on regulatory and legal proceedings and proposed legislation.
The following table provides a summary of the change in cash flows from operating activities for the years ended December 31, 2025 and 2024 by Registrant:
| Increase (decrease) in cash flows from operating activities | Exelon | ComEd | PECO | BGE | PHI | Pepco | DPL | ACE |
|---|---|---|---|---|---|---|---|---|
| Net income (loss) | $308 | $81 | $263 | $51 | $58 | $11 | $15 | $33 |
| Adjustments to reconcile net income to cash: | ||||||||
| Non-cash operating activities | 1,058 | 617 | 43 | 207 | 98 | 131 | 40 | (56) |
| Collateral (paid) received, net | (43) | (66) | 6 | 5 | 17 | 12 | — | 5 |
| Income taxes | 125 | 113 | 359 | 223 | 26 | (3) | 40 | 14 |
| Pension and non-pension postretirement benefit contributions | (162) | (184) | (9) | (7) | 36 | — | 2 | 5 |
| Regulatory assets and liabilities, net | 206 | 260 | (60) | (13) | 31 | (8) | 16 | 26 |
| Changes in working capital and other noncurrent assets and liabilities | (807) | (869) | 47 | (132) | (78) | (102) | (35) | 74 |
| Increase (decrease) in cash flows from operating activities | $685 | $(48) | $649 | $334 | $188 | $41 | $78 | $101 |
Changes in the Registrants' cash flows from operations were generally consistent with changes in each Registrant’s respective results of operations, as adjusted by changes in working capital in the normal course of business, except as discussed below. Significant operating cash flow impacts for the Registrants for the years ended December 31, 2025 and 2024 were as follows:
See Note 20 —Supplemental Financial Information of the Combined Notes to Consolidated Financial Statements and the Registrants’ Consolidated Statements of Cash Flows for additional information onnon-cash operating activities.
Changes in collateral depended upon whether the Registrant was in a net mark-to-market liability or asset position and whether collateral may have been required to be posted with or collected from its counterparties. In addition, the collateral posting and collection requirements differed depending on whether the transactions were on an exchange or in the over-the-counter markets. Changes in collateral for the Utility Registrants are dependent upon the credit exposure of procurement contracts that may require suppliers to post collateral. The amount of cash collateral received from external counterparties remained relatively consistent due to stable energy prices. See Note 13 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information.
See Note 11 — Income Taxes of the Combined Notes to Consolidated Financial Statements and the Registrants' Consolidated Statements of Cash Flows for additional information onincome taxes.
Changes in Pension and non-pension postretirement benefit contributions relate to Exelon's increased contributions to the Qualified Plans during the year ended December 31, 2025. See Note 14 — Retirement Benefits
Changes in Regulatory assets and liabilities, net, are due to the timing of cash payments for costs recoverable, or cash receipts for costs recovered, under our regulatory mechanisms differing from the recovery period of those costs. ComEd recognized changes of $849 million and $493 million related to carbon mitigation credits for the years ended December 31, 2025 and 2024, respectively. Included within the change in 2025 is an $804 million adjustment for CMC nuclear production tax credits, which is offset by an increase in Accounts receivable. See Note 2 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information. ComEd's energy efficiency program recognized changes of $447 million and $435 million for the years ended December 31, 2025 and 2024, respectively. Additionally, ComEd recognized changes in the distributed generation rebates program of $83 million and $74 million for the years ended December 31, 2025 and 2024, respectively. Also included within the changes is energy efficiency and demand response programs spend for BGE, Pepco, DPL, and ACE of $85 million, $41 million, $16 million, and $55 million for the year ended December 31, 2025, respectively, and $127 million, $52 million, $21 million, and $37 million for the year ended December 31, 2024, respectively. PECO had no energy efficiency and demand response programs spend recorded to a regulatory asset for the years ended December 31, 2025 and 2024.
Changes in working capital and other noncurrent assets and liabilities for the Utility Registrants and Exelon Corporate total $(1,017) million and $(807) million. The change in working capital and other noncurrent assets and liabilities for Exelon Corporate and the Utility Registrants is dependent upon the normal course of operations for all Registrants. For ComEd, it is also dependent upon whether the participating nuclear-powered generating facilities owe money to ComEd as a result of the established pricing for CMCs. For the year ended December 31, 2025, the established pricing resulted in nuclear-powered generating facilities owing payments to ComEd primarily due to $804 million of nuclear production tax credits, which is reported within the cash flows from operations as a change in Accounts receivable. This change is offset by an increase in the Carbon mitigation credit regulatory liability. See Note 2 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information.
Cash Flows from Investing Activities
The following table provides a summary of the change in cash flows from investing activities for the years ended December 31, 2025 and 2024 by Registrant:
| (Decrease) increase in cash flows from investing activities | Exelon | ComEd | PECO | BGE | PHI | Pepco | DPL | ACE |
|---|---|---|---|---|---|---|---|---|
| Capital expenditures | $(1,432) | $(704) | $(314) | $(237) | $(193) | $(28) | $22 | $(17) |
| Proceeds from sales of assets | (34) | — | — | — | 4 | 2 | — | 2 |
| Other investing activities | (17) | (1) | (3) | (3) | — | — | — | — |
| (Decrease) increase in cash flows from investing activities | $(1,483) | $(705) | $(317) | $(240) | $(189) | $(26) | $22 | $(15) |
Significant investing cash flow impacts for the Registrants for 2025 and 2024 were as follows:
Variances in Capital expenditures are primarily due to the timing of cash expenditures for capital projects. See the "Credit Matters and Cash Requirements" section below for additional information on projected capital expenditure spending for the Registrants.
Cash Flows from Financing Activities
The following table provides a summary of the change in cash flows from financing activities for the years ended December 31, 2025 and 2024 by Registrant:
| Increase (decrease) in cash flows from financing activities | Exelon | ComEd | PECO | BGE | PHI | Pepco | DPL | ACE |
|---|---|---|---|---|---|---|---|---|
| Changes in short-term borrowings, net | $(583) | $530 | $(219) | $(14) | $(54) | $35 | $(64) | $(25) |
| Long-term debt, net | 1,347 | 175 | 125 | (150) | (17) | — | (17) | — |
| Changes in intercompany money pool | — | — | — | — | 19 | — | — | — |
| Issuance of common stock | 543 | — | — | — | — | — | — | — |
| Dividends paid on common stock | (93) | (37) | (146) | (25) | — | 32 | 18 | (56) |
| Distributions to member | — | — | — | — | (4) | — | — | — |
| Contributions from parent/member | — | 164 | (18) | 294 | 63 | (67) | (53) | 13 |
| Other financing activities | 8 | 6 | (3) | 1 | 13 | 10 | (2) | (1) |
| Increase (decrease) in cash flows from financing activities | $1,222 | $838 | $(261) | $106 | $20 | $10 | $(118) | $(69) |
Significant financing cash flow impacts for the Registrants for 2025 and 2024 were as follows:
Changes in short-term borrowings, net, is driven by repayments on and issuances of notes due in less than 365 days. Refer to Note 14 — Debt and Credit Agreements of the Combined Notes to
Consolidated Financial Statements for additional information on Short-term borrowings for the Registrants.
Long-term debt, net, varies due to debt issuances and redemptions each year. Refer to the debt issuances and redemptions tables below for additional information for the Registrants.
Changes in intercompany money pool are driven by short-term borrowing needs. Refer below for more information regarding the intercompany money pool.
Issuance of common stock is driven by the issuance of Exelon common stock under the ATM program in 2025 compared to 2024. See Note 17 — Shareholders' Equity of the Combined Notes to Consolidated Financial Statements for additional information.
Exelon’s ability to paydividends on its Common stock depends on the receipt of dividends paid by its operating subsidiaries. The payments of dividends to Exelon by its subsidiaries in turn depend on their results of operations and cash flows and other items affecting Retained earnings. See Note 16 — Commitments and Contingencies of the Combined Notes to Consolidated Financial Statements for additional information on dividend restrictions. See below for quarterly dividends declared.
Other financing activities primarily consists of debt issuance costs. See the debt issuances table below for additional information on the Registrants’ debt issuances.
Debt Issuances and Redemptions
See Note 14 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information of the Registrants’ long-term debt. The Registrants' debt activities for 2025 and 2024 was as follows:
During 2025, the following long-term debt was issued:
| Company | Type | Interest Rate | Maturity | Amount | Use of Proceeds |
|---|---|---|---|---|---|
| Exelon | Junior Subordinated Notes(a) | 6.50% | March 15, 2055 | $1,000 | Repay outstanding commercial paper obligations and for general corporate purposes. |
| Exelon | Notes | 5.125% | March 15, 2031 | 500 | Repay outstanding commercial paper obligations and for general corporate purposes. |
| Exelon | Notes | 5.875% | March 15, 2055 | 500 | Repay outstanding commercial paper obligations and for general corporate purposes. |
| Exelon | Convertible Senior Notes | 3.25% | March 15, 2029 | 1,000 | Repay or refinance debt and for general corporate purposes. |
| ComEd | First Mortgage Bonds | 5.95% | June 1, 2055 | 725 | Repay outstanding commercial paper obligations and for general corporate purposes. |
| PECO | First Mortgage Bonds | 4.875% | September 15, 2035 | 525 | Repay existing indebtedness, repay outstanding commercial paper obligations, and for general corporate purposes. |
| PECO | First Mortgage Bonds | 5.65% | September 15, 2055 | 525 | Repay existing indebtedness, repay outstanding commercial paper obligations, and for general corporate purposes. |
| BGE | Notes | 5.45% | June 1, 2035 | 650 | Repay outstanding commercial paper obligations and for general corporate purposes. |
| Pepco | First Mortgage Bonds | 5.78% | September 17, 2055 | 75 | Repay existing indebtedness and for general corporate purposes. |
| Pepco | First Mortgage Bonds | 5.48% | March 26, 2040 | 200 | Repay existing indebtedness and for general corporate purposes. |
| DPL | First Mortgage Bonds | 5.28% | March 26, 2035 | 125 | Repay existing indebtedness and for general corporate purposes. |
| ACE | First Mortgage Bonds | 5.28% | March 26, 2035 | 100 | Repay existing indebtedness and for general corporate purposes. |
| ACE | First Mortgage Bonds | 5.54% | November 19, 2040 | 75 | Repay existing indebtedness and for general corporate purposes. |
| ACE | First Mortgage Bonds | 5.81% | November 19, 2055 | 75 | Repay existing indebtedness and for general corporate purposes. |
(a)The Junior Subordinated Notes bear interest at 6.50% per annum, commencing February 19, 2025 to, but excluding March 15, 2035. Thereafter, the interest rate resets every five years on March 15 and will be set at a rate per annum equal to the Five-year U.S. Treasury Rate plus a spread of 1.975%.
During 2024, the following long-term debt was issued:
| Company | Type | Interest Rate | Maturity | Amount | Use of Proceeds |
|---|---|---|---|---|---|
| Exelon | Notes | 5.15% | March 15, 2029 | $650 | Repay existing indebtedness and for general corporate purposes. |
| Exelon | Notes | 5.45% | March 15, 2034 | 650 | Repay existing indebtedness and for general corporate purposes. |
| Exelon | Notes | 5.60% | March 15, 2053 | 400 | Repay existing indebtedness and for general corporate purposes. |
| ComEd | First Mortgage Bonds | 5.30% | June 1, 2034 | 400 | Repay outstanding commercial paper obligations and to fund other general corporate purposes. |
| ComEd | First Mortgage Bonds | 5.65% | June 1, 2054 | 400 | Repay outstanding commercial paper obligations and to fund other general corporate purposes. |
| PECO | First Mortgage Bonds | 5.25% | September 15, 2054 | 575 | Refinance existing indebtedness, refinance outstanding commercial paper obligations, and for general corporate purposes. |
| BGE | Notes | 5.30% | June 1, 2034 | 400 | Repay outstanding commercial paper obligations, repay existing indebtedness, and for general corporate purposes. |
| BGE | Notes | 5.65% | June 1, 2054 | 400 | Repay existing indebtedness and for general corporate purposes. |
| Pepco | First Mortgage Bonds | 5.20% | March 15, 2034 | 375 | Repay existing indebtedness and for general corporate purposes. |
| Pepco | First Mortgage Bonds | 5.50% | March 15, 2054 | 300 | Repay existing indebtedness and for general corporate purposes. |
| Pepco | First Mortgage Bonds | 5.24% | March 20, 2034 | 100 | Repay existing indebtedness and for general corporate purposes. |
| DPL | First Mortgage Bonds | 5.55% | March 20, 2054 | 75 | Repay existing indebtedness and for general corporate purposes. |
| DPL | First Mortgage Bonds | 5.55% | March 20, 2054 | 75 | Repay existing indebtedness and for general corporate purposes. |
| DPL | First Mortgage Bonds | 5.29% | August 28, 2034 | 75 | Repay existing indebtedness and for general corporate purposes. |
| DPL | First Mortgage Bonds | 5.49% | August 28, 2039 | 100 | Repay existing indebtedness and for general corporate purposes. |
During 2025, the following long-term debt was retired and/or redeemed:
| Company | Type | Interest Rate | Maturity | Amount |
|---|---|---|---|---|
| Exelon | Senior Notes | 3.95% | June 15, 2025 | $807 |
| Exelon | Software Licensing Agreement | 2.30% | December 1, 2025 | 4 |
| PECO | First Mortgage Bonds | 3.15% | October 15, 2025 | 350 |
| ACE | Senior Notes | 3.50% | December 1, 2025 | 150 |
During 2024, the following long-term debt was retired and/or redeemed:
| Company (a) | Type | Interest Rate | Maturity | Amount |
|---|---|---|---|---|
| Exelon | SMBC Term Loan Agreement | SOFR plus 0.85% | April 8, 2024 | $500 |
| Exelon | Software Licensing Agreement | 3.62% | December 1, 2025 | 1 |
| Exelon | Software Licensing Agreement | 3.95% | May 1, 2024 | 2 |
| Exelon | Software Licensing Agreement | 2.30% | December 1, 2025 | 4 |
| ComEd | First Mortgage Bonds | 3.10% | November 1, 2024 | 250 |
| Pepco | First Mortgage Bonds | 3.60% | March 15, 2024 | 400 |
| DPL(b) | Unsecured tax-exempt bonds | 4.32% | July 1, 2024 | 33 |
| ACE | First Mortgage Bonds | 3.38% | September 1, 2024 | 150 |
(a)Exelon repurchased a portion of its Senior unsecured notes during 2024. Refer to Note 14 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information.
(b)Variable interest on the DPL unsecured tax-exempt bonds reset on a weekly basis.
From time to time and as market conditions warrant, the Registrants may engage in long-term debt retirements via tender offers, open market repurchases or other viable options to reduce debt on their respective Balance sheets.
Dividends
Quarterly dividends declared by the Exelon Board of Directors during the year ended December 31, 2025 and for the first quarter of 2026 were as follows:
| Period | Declaration Date | Shareholder of Record Date | Dividend Payable Date | Cash per Share(a) |
|---|---|---|---|---|
| First Quarter 2025 | February 12, 2025 | February 24. 2025 | March 14, 2025 | $0.4000 |
| Second Quarter 2025 | April 29, 2025 | May 12, 2025 | June 13, 2025 | $0.4000 |
| Third Quarter 2025 | July 29, 2025 | August 11, 2025 | September 15, 2025 | $0.4000 |
| Fourth Quarter 2025 | October 29, 2025 | November 10, 2025 | December 15, 2025 | $0.4000 |
| First Quarter 2026 | February 12, 2026 | March 2, 2026 | March 13, 2026 | $0.4200 |
(a)Exelon's Board of Directors approved an updated dividend policy for 2026. The 2026 quarterly dividend will be $0.42 per share.
Credit Matters and Cash Requirements
The Registrants fund liquidity needs for capital expenditures, working capital, energy hedging, and other financial commitments through cash flows from operations, public debt offerings, commercial paper markets, and large diversified credit facilities. The credit facilities include $4 billion in aggregate total commitments of which $3.3 billion was available to support additional commercial paper as of December 31, 2025, and of which no financial institution has more than 6.2% of the aggregate commitments for the Registrants. During 2025, the Registrants had access to the commercial paper markets and availability under their revolving credit facilities to fund their short-term liquidity needs, when necessary. Exelon Corporate and the Utility Registrants each have a 5-year revolving credit facility. See Note 14 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information. The Registrants routinely review the sufficiency of their liquidity position, including appropriate sizing of credit facility commitments, by performing various stress test scenarios, such as commodity price movements, increases in margin-related transactions, changes in hedging levels, and the impacts of hypothetical credit downgrades. The Registrants closely monitor events in the financial markets and the financial institutions associated with the credit facilities, including monitoring credit ratings and outlooks, credit default swap levels, capital raising, and merger activity. See PART I, ITEM 1A. RISK FACTORS for additional information regarding the effects of uncertainty in the capital and credit markets.
The Registrants believe their cash flow from operating activities, access to credit markets, and their credit facilities provide sufficient liquidity to support the estimated future cash requirements discussed below.
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 a total of 23.6 million shares of common stock with net proceeds of $979 million under these agreements in the years ended December 31, 2023 through December 31, 2025.
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.
No amounts have been or will be recorded on Exelon's Balance sheets 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.
See Note 17 — Shareholders' Equity of the Combined Notes to the Consolidated Financial Statements for additional information regarding ATM program terms, forward sale agreements, and share-level activity.
The following table presents the incremental collateral that each Utility Registrant would have been required to provide in the event each Utility Registrant lost its investment grade credit rating at December 31, 2025 and available credit facility capacity prior to any incremental collateral at December 31, 2025:
| PJM Credit Policy Collateral | Other Incremental Collateral Required(a) | Available Credit Facility Capacity Prior to Any Incremental Collateral | |
|---|---|---|---|
| ComEd | $27 | $— | $985 |
| PECO | — | 58 | 595 |
| BGE | — | 43 | 575 |
| Pepco | 4 | — | 55 |
| DPL | 1 | 14 | 139 |
| ACE | — | — | 92 |
(a)Represents incremental collateral related to natural gas procurement contracts.
Capital Expenditures
As of December 31, 2025, estimates of future capital expenditures for plant additions and improvements were as follows:
| (in millions)(a) | 2026 Transmission | 2026 Distribution | 2026 Gas | Total 2026 | Beyond 2026(b) |
|---|---|---|---|---|---|
| Exelon | N/A | N/A | N/A | $9,950 | $31,300 |
| ComEd | 1,100 | 2,425 | N/A | 3,500 | 11,450 |
| PECO | 450 | 1,375 | 400 | 2,225 | 7,075 |
| BGE | 1,075 | 575 | 525 | 2,175 | 6,100 |
| PHI | 725 | 1,250 | 50 | 2,050 | 6,650 |
| Pepco | 325 | 650 | N/A | 975 | 2,925 |
| DPL | 225 | 325 | 50 | 625 | 2,175 |
| ACE | 175 | 275 | N/A | 450 | 1,550 |
(a)Numbers rounded to the nearest $25M and may not sum due to rounding.
(b)Includes estimated capital expenditures for the Utility Registrants from 2027 to 2029.
Projected capital expenditures and other investments are subject to periodic review and revision to reflect changes in economic conditions and other factors. Projected capital expenditures at the Utility Registrants are for continuing projects to maintain and improve operations, including enhancing reliability and adding capacity to the transmission and distribution systems. The Utility Registrants anticipate that they will fund their capital expenditures with a combination of internally generated funds and borrowings and additional capital contributions from parent.
Retirement Benefits
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. Exelon’s estimated annual qualified pension contributions will be $325 million in 2026. Unlike the qualified pension plans, Exelon’s non-qualified pension plans are not funded, given that 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 | — | — |
To the extent interest rates decline significantly or the pension and OPEB plans earn less than the expected asset returns, annual pension contribution requirements in future years could increase. Conversely, to the extent interest rates increase significantly or the pension and OPEB plans earn greater than the expected asset returns, annual pension and OPEB contribution requirements in future years could decrease. Additionally, expected contributions could change if Exelon changes its pension or OPEB funding strategy.
See Note 12 — Retirement Benefits of the Combined Notes to Consolidated Financial Statements for additional information on pension and OPEB contributions.
Cash Requirements for Other Financial Commitments
The following tables summarize the Registrants' future estimated cash payments as of December 31, 2025 under existing financial commitments:
Exelon
| 2026 | Beyond 2026 | Total | Time Period | |
|---|---|---|---|---|
| Long-term debt and finance leases(a) | $1,665 | $47,763 | $49,428 | 2026 - 2055 |
| Interest payments on long-term debt(b) | 1,932 | 31,796 | 33,728 | 2026 - 2055 |
| Operating leases | 26 | 187 | 213 | 2026 - 2099 |
| Fuel purchase agreements(c) | 321 | 1,293 | 1,614 | 2026 - 2039 |
| Electric supply procurement | 4,259 | 2,733 | 6,992 | 2026 - 2029 |
| Long-term renewable energy and REC commitments | 290 | 7,716 | 8,006 | 2026 - 2044 |
| ZEC commitments | 156 | 62 | 218 | 2026 - 2027 |
| Pension contributions(d) | 325 | 1,625 | 1,950 | 2026 - 2031 |
| Other purchase obligations(e) | 9,526 | 5,303 | 14,829 | 2026 - 2035 |
| Total cash requirements | $18,500 | $98,478 | $116,978 |
(a)Includes amounts from ComEd and PECO financing trusts.
(b)Interest payments are estimated based on final maturity dates of debt securities outstanding as of December 31, 2025 and do not reflect anticipated future refinancing, early redemptions, or debt issuances. Variable rate interest obligations are estimated based on rates as of December 31, 2025. Includes estimated interest payments due to ComEd and PECO financing trusts.
(c)Represents commitments to purchase natural gas and related transportation, storage capacity, and services.
(d)These amounts represent Exelon’s expected contributions to its qualified pension plans. Qualified pension contributions for years after 2031 are not included.
(e)Represents the future estimated value at December 31, 2025 of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between the Registrants and third-parties for the provision of services and materials, entered into in the normal course of business, and not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.
ComEd
| 2026 | Beyond 2026 | Total | Time Period | |
|---|---|---|---|---|
| Long-term debt(a) | $500 | $12,592 | $13,092 | 2026 - 2055 |
| Interest payments on long-term debt(b) | 507 | 9,880 | 10,387 | 2026 - 2055 |
| Electric supply procurement | 286 | 273 | 559 | 2026 - 2028 |
| Long-term renewable energy and REC commitments | 268 | 7,606 | 7,874 | 2026 - 2044 |
| ZEC commitments | 156 | 62 | 218 | 2026 - 2027 |
| Other purchase obligations(c) | 2,093 | 1,076 | 3,169 | 2026 - 2034 |
| Total cash requirements | $3,810 | $31,489 | $35,299 |
(a)Includes amounts from ComEd financing trust.
(b)Interest payments are estimated based on final maturity dates of debt securities outstanding as of December 31, 2025 and do not reflect anticipated future refinancing, early redemptions, or debt issuances. Includes estimated interest payments due to the ComEd financing trust.
(c)Represents the future estimated value, as of December 31, 2025, of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between ComEd and third-parties for the provision of services and materials, entered into in the normal course of business, and not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.
PECO
| 2026 | Beyond 2026 | Total | Time Period | |
|---|---|---|---|---|
| Long-term debt(a) | $— | $6,659 | $6,659 | 2026 - 2055 |
| Interest payments on long-term debt(b) | 266 | 5,895 | 6,161 | 2026 - 2055 |
| Operating leases | 1 | — | 1 | 2026 - 2035 |
| Fuel purchase agreements(c) | 156 | 578 | 734 | 2026 - 2039 |
| Electric supply procurement | 767 | 177 | 944 | 2026 - 2027 |
| Other purchase obligations(d) | 1,774 | 632 | 2,406 | 2026 - 2035 |
| Total cash requirements | $2,964 | $13,941 | $16,905 |
(a)Includes amounts from PECO financing trusts.
(b)Interest payments are estimated based on final maturity dates of debt securities outstanding as of December 31, 2025 and do not reflect anticipated future refinancing, early redemptions, or debt issuances. Includes estimated interest payments due to the PECO financing trusts.
(c)Represents commitments to purchase natural gas and related transportation, storage capacity, and services.
(d)Represents the future estimated value, as of December 31, 2025, of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between PECO and third-parties for the provision of services and materials, entered into in the normal course of business, and not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.
BGE
| 2026 | Beyond 2026 | Total | Time Period | |
|---|---|---|---|---|
| Long-term debt | $350 | $5,750 | $6,100 | 2026 - 2054 |
| Interest payments on long-term debt(a) | 241 | 4,749 | 4,990 | 2026 - 2054 |
| Operating leases | 4 | 29 | 33 | 2026 - 2099 |
| Fuel purchase agreements(b) | 130 | 506 | 636 | 2026 - 2039 |
| Electric supply procurement | 1,396 | 961 | 2,357 | 2026 - 2028 |
| Other purchase obligations(c) | 2,363 | 945 | 3,308 | 2026 - 2033 |
| Total cash requirements | $4,484 | $12,940 | $17,424 |
(a)Interest payments are estimated based on final maturity dates of debt securities outstanding as of December 31, 2025 and do not reflect anticipated future refinancing, early redemptions, or debt issuances.
(c)Represents the future estimated value, as of December 31, 2025, of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between BGE and third-parties for the provision of services and materials, entered into in the normal course of business, and not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.
PHI
| 2026 | Beyond 2026 | Total | Time Period | |
|---|---|---|---|---|
| Long-term debt and finance leases | $64 | $9,225 | $9,289 | 2026 - 2055 |
| Interest payments on long-term debt(a) | 389 | 6,408 | 6,797 | 2026 - 2055 |
| Operating leases | 13 | 66 | 79 | 2026 - 2032 |
| Fuel purchase agreements(b) | 35 | 209 | 244 | 2026 - 2031 |
| Electric supply procurement | 1,810 | 1,322 | 3,132 | 2026 - 2029 |
| Long-term renewable energy commitments | 22 | 110 | 132 | 2026 - 2033 |
| Other purchase obligations(c) | 1,749 | 1,534 | 3,283 | 2026 - 2033 |
| Total cash requirements | $4,082 | $18,874 | $22,956 |
(a)Interest payments are estimated based on final maturity dates of debt securities outstanding as of December 31, 2025 and do not reflect anticipated future refinancing, early redemptions, or debt issuances. Variable rate interest obligations are estimated based on rates as of December 31, 2025.
(c)Represents the future estimated value, as of December 31, 2025, of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between Pepco, DPL, ACE, and PHISCO and third-parties for the provision of services and materials, entered into in the normal course of business, and not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.
Pepco
| 2026 | Beyond 2026 | Total | Time Period | |
|---|---|---|---|---|
| Long-term debt and finance leases | $6 | $4,694 | $4,700 | 2026 - 2055 |
| Interest payments on long-term debt(a) | 205 | 3,553 | 3,758 | 2026 - 2055 |
| Operating leases | 5 | 25 | 30 | 2026 - 2032 |
| Electric supply procurement | 936 | 711 | 1,647 | 2026 - 2029 |
| Other purchase obligations(b) | 1,032 | 836 | 1,868 | 2026 - 2033 |
| Total cash requirements | $2,184 | $9,819 | $12,003 |
(a)Interest payments are estimated based on final maturity dates of debt securities outstanding as of December 31, 2025 and do not reflect anticipated future refinancing, early redemptions, or debt issuances.
(b)Represents the future estimated value, as of December 31, 2025, of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between Pepco and third-parties for the provision of services and materials, entered into in the normal course of business, and not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.
DPL
| 2026 | Beyond 2026 | Total | Time Period | |
|---|---|---|---|---|
| Long-term debt and finance leases | $53 | $2,308 | $2,361 | 2026 - 2054 |
| Interest payments on long-term debt(a) | 100 | 1,695 | 1,795 | 2026 - 2054 |
| Operating leases | 6 | 37 | 43 | 2025 - 2031 |
| Fuel purchase agreements(b) | 35 | 209 | 244 | 2026 - 2031 |
| Electric supply procurement | 474 | 307 | 781 | 2026 - 2028 |
| Long-term renewable energy commitments | 22 | 110 | 132 | 2026 - 2033 |
| Other purchase obligations(c) | 401 | 231 | 632 | 2026 - 2031 |
| Total cash requirements | $1,091 | $4,897 | $5,988 |
(a)Interest payments are estimated based on final maturity dates of debt securities outstanding as of December 31, 2025 and do not reflect anticipated future refinancing, early redemptions, or debt issuances. Variable rate interest obligations are estimated based on rates as of December 31, 2025.
(c)Represents the future estimated value, as of December 31, 2025, of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between DPL and third-parties for the provision of services and materials, entered into in the normal course of business, and not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.
ACE
| 2026 | Beyond 2026 | Total | Time Period | |
|---|---|---|---|---|
| Long-term debt and finance leases | $5 | $2,038 | $2,043 | 2026 - 2055 |
| Interest payments on long-term debt(a) | 70 | 1,068 | 1,138 | 2026 - 2055 |
| Operating leases | 2 | 5 | 7 | 2026 - 2030 |
| Electric supply procurement | 400 | 304 | 704 | 2026 - 2028 |
| Other purchase obligations(b) | 255 | 428 | 683 | 2026 - 2030 |
| Total cash requirements | $732 | $3,843 | $4,575 |
(a)Interest payments are estimated based on final maturity dates of debt securities outstanding as of December 31, 2025 and do not reflect anticipated future refinancing, early redemptions, or debt issuances.
(b)Represents the future estimated value, as of December 31, 2025, of the cash flows associated with all contracts, both cancellable and non-cancellable, entered into between ACE and third-parties for the provision of services and materials, entered into in the normal course of business, and not specifically reflected elsewhere in this table. These estimates are subject to significant variability from period to period.
See Note 16 — Commitments and Contingencies and Note 2 — Regulatory Matters of the Combined Notes to Consolidated Financial Statements for additional information of the Registrants’ other commitments potentially triggered by future events. Additionally, see below for where to find additional information regarding the financial commitments in the tables above in the Combined Notes to the Consolidated Financial Statements:
| Item | Location within Notes to the Consolidated Financial Statements |
|---|---|
| Long-term debt | Note 14 — Debt and Credit Agreements |
| Interest payments on long-term debt | Note 14 — Debt and Credit Agreements |
| Finance leases | Note 9 — Leases |
| Operating leases | Note 9 — Leases |
| Long-term renewable energy and REC commitments | Note 2 — Regulatory Matters |
| ZEC commitments | Note 2 — Regulatory Matters |
| Pension contributions | Note 12 — Retirement Benefits |
Credit Facilities
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 the Exelon intercompany money pool. The Registrants may use their respective credit facilities for general corporate purposes, including meeting short-term funding requirements and the issuance of letters of credit.
See Note 14 — Debt and Credit Agreements of the Combined Notes to Consolidated Financial Statements for additional information on the Registrants’ credit facilities and short term borrowing activity.
Capital Structure
As of December 31, 2025, the capital structures of the Registrants consisted of the following:
| Exelon | ComEd | PECO | BGE | PHI | Pepco | DPL | ACE | |
|---|---|---|---|---|---|---|---|---|
| Long-term debt | 62% | 45% | 45% | 48% | 41% | 48% | 48% | 48% |
| Long-term debt to affiliates(a) | —% | 1% | 1% | —% | —% | —% | —% | —% |
| Common equity | 37% | 54% | 54% | 52% | —% | 49% | 49% | 48% |
| Member’s equity | —% | —% | —% | —% | 56% | —% | —% | —% |
| Commercial paper and notes payable | 1% | —% | —% | —% | 3% | 3% | 3% | 4% |
(a)Includes approximately $390 million, $206 million, and $184 million owed to unconsolidated affiliates of Exelon, ComEd, and PECO respectively. These special purpose entities were created for the sole purposes of issuing mandatory redeemable trust preferred securities of ComEd and PECO.
Security Ratings
The Registrants’ access to the capital markets, including the commercial paper market, and their respective financing costs in those markets, may depend on the securities ratings of the entity that is accessing the capital markets.
The Registrants’ borrowings are not subject to default or prepayment as a result of a downgrading of securities, although such a downgrading of a Registrant’s securities could increase fees and interest charges under that Registrant’s credit agreements.
As part of the normal course of business, the Registrants enter into contracts that contain express provisions or otherwise permit the Registrants and their counterparties to demand adequate assurance of future performance when there are reasonable grounds for doing so. In accordance with the contracts and applicable contracts law, if the Registrants are downgraded by a credit rating agency, it is possible that a counterparty would attempt to rely on such a downgrade as a basis for making a demand for adequate assurance of future performance, which could include the posting of additional collateral. See Note 13 — Derivative Financial Instruments of the Combined Notes to Consolidated Financial Statements for additional information on collateral provisions.
The credit ratings for ComEd, BGE, PHI, Pepco, DPL, and ACE did not change for the year ended December 31, 2025. On January 17, 2025, Fitch Ratings affirmed and withdrew the long-term and short-term issuer default ratings along with individual securities ratings of the Registrants for commercial reasons. On February 7, 2025, S&P raised its long-term issuer credit rating for Exelon and PECO from 'BBB+' to 'A-', and raised its rating on Exelon’s senior unsecured debt from ‘BBB’ to 'BBB+'. S&P also affirmed its short-term issuer and commercial paper rating for Exelon and PECO of 'A-2'.
Intercompany Money Pool
To provide an additional short-term borrowing option that will generally be more favorable to the borrowing participants than the cost of external financing, both Exelon and PHI operate an intercompany money pool. Maximum amounts contributed to and borrowed from the money pool by participant and the net contribution or borrowing as of December 31, 2025, are presented in the following tables.
| For the Year Ended December 31, 2025 · As of December 31, 2025 | |||
|---|---|---|---|
| Exelon Intercompany Money Pool | Maximum Contributed | Maximum Borrowed | Contributed (Borrowed) |
| Exelon Corporate | $578 | $— | $250 |
| PECO | 336 | (253) | — |
| BSC | — | (413) | (233) |
| PHI Corporate | — | (85) | (80) |
| PCI | 63 | — | 63 |
| For the Year Ended December 31, 2025 · As of December 31, 2025 | |||
|---|---|---|---|
| PHI Intercompany Money Pool | Maximum Contributed | Maximum Borrowed | Contributed (Borrowed) |
| Pepco | $20 | $(35) | $— |
| DPL | 48 | (1) | — |
| ACE | — | (46) | — |
Shelf Registration Statements
On February 13, 2025, Exelon and ComEd filed a combined shelf registration statement on Form S-3 registering $12.6 billion in aggregate amount of securities, which was declared effective by the SEC on April 8, 2025. The shelf registration statement may be used to issue Exelon debt and equity securities as well as ComEd debt securities through the expiration date of April 8, 2028. On February 21, 2024, PECO and BGE filed with the SEC a standalone automatically effective shelf registration statement, unlimited in amount, which can be used to issue PECO and BGE debt securities through the expiration date of February 20, 2027. The ability of Exelon, ComEd, PECO and BGE to sell securities off their corresponding registration statements will depend on a number of factors at the time of the proposed sale, including other required regulatory approvals, as applicable, the current financial condition of the Registrant, its securities ratings, and market conditions.
Pepco, DPL, and ACE periodically issue securities through the private placement markets. Pepco, DPL, and ACE's ability to access the private placement markets will depend on a number of factors at the time of the proposed sale, including other required regulatory approvals, as applicable, current financial condition, securities ratings, and market conditions.
Regulatory Authorizations
The Utility Registrants are required to obtain short-term and long-term financing authority from Federal and State Commissions as follows:
| Short-term Financing Authority · Remaining Long-term Financing Authority | ||||||
|---|---|---|---|---|---|---|
| Commission · Expiration Date · Amount · Commission · Expiration Date · Amount | ||||||
| ComEd(a)(b) | FERC | December 31, 2025 | $2,500 | ICC | January 1, 2027, May 1, 2027 | $1,593 |
| PECO(a) | FERC | December 31, 2025 | 1,500 | PAPUC | December 31, 2027 | 1,850 |
| BGE(a) | FERC | December 31, 2025 | 700 | MDPSC | N/A | 1,850 |
| Pepco(a)(c)(d) | FERC | December 31, 2025 | 500 | MDPSC / DCPSC | December 31, 2025 | 100 |
| DPL(a)(c)(e) | FERC | December 31, 2025 | 500 | MDPSC / DEPSC | December 31, 2025 | 172 |
| ACE(f) | NJBPU | January 1, 2028 | 350 | NJBPU | December 31, 2026 | 625 |
(a)On September 8, 2025, ComEd, PECO, BGE, Pepco, and DPL filed applications with the FERC for renewal of their short-term financing authority through December 31, 2027. On November 7, 2025, ComEd, PECO, BGE, Pepco, and DPL received approval for $2.5 billion, $1.5 billion, $900 million, $700 million, and $700 million, respectively, with an effective date of January 1, 2026.
(b)On December 18, 2025, ComEd received approval from the ICC for $2.8 billion in new long-term debt financing authority, with an effective date of January 1, 2026.
(c)The financing authority filed with MDPSC does not have an expiration date, while the financing authority filed with DCPSC and DEPSC have an expiration date of December 31, 2025.
(d)On September 3, 2025 and December 17, 2025, Pepco received approval from the MDPSC and DCPSC, respectively, for $1.1 billion in new long-term financing authority, with an effective date of January 1, 2026.
(e)On September 3, 2025, DPL received approval from the MDSPC and DEPSC, respectively, for $700 million in new long-term financing authority, with an effective date of January 1, 2026.
(f)On November 21, 2025, ACE received approval from the NJBPU to extend their $350 million short-term financing authority through January 1, 2028, with an effective date of November 28, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.